As Filed with the Securities and Exchange Commission on March 26, 1999
Registration No.
811-08635
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. [ ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 6 [X]
Variable Account A
(Exact Name of Registrant)
Keyport Benefit Life Insurance Company
(Name of Depositor)
125 High Street, Boston, Massachusetts 02110
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code: 617-526-1400
Bernard R. Beckerlegge, Esq.
Keyport Benefit Life Insurance Company
125 High Street
Boston, MA 02110
(Name and Address of Agent for Service)
Copies to:
Joan E. Boros, Esq.
Jorden Burt Boros Cicchetti Berenson & Johnson LLP
1025 Thomas Jefferson Street, N.W.
Washington, DC 20007
Approximate Date of Proposed Public Offering: As soon as practicable after
the effective date of this Registration Statement.
It is proposed that this filing will become effective:
( ) immediately upon filing pursuant to paragraph (b) of Rule 485
( ) on [date] pursuant to paragraph (b) of Rule 485
( ) 60 days after filing pursuant to paragraph (a)(1) of Rule 485
( ) on [date] pursuant to paragraph (a)(1) of Rule 485
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
Title of Securities Being Registered: Variable Portion of the Contracts
Funded Through the Separate Account.
No filing fee is due because an indefinite amount of securities is deemed
to have been registered in reliance on Section 24(f) of the Investment
Company Act of 1940.
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Exhibit List on Page ____
CONTENTS OF REGISTRATION STATEMENT
The Facing Sheet
The Contents Page
Cross-Reference Sheet
PART A
Prospectus
PART B
Statement of Additional Information
PART C
Items 24 - 32
The Signatures
Exhibits
VARIABLE ACCOUNT A
KEYPORT BENEFIT LIFE INSURANCE COMPANY
CROSS REFERENCE TO ITEMS REQUIRED
BY FORM N-4
N-4 Item Caption in Prospectus
1. Cover Page
2. Glossary of Special Terms
3. Summary of Expenses
4. Performance Information
5. Keyport Benefit and the Variable Account
Eligible Funds
6. Deductions
7. Allocations of Purchase Payments
Transfer of Variable Account Value
Substitution of Eligible Funds and Other Variable Account
Changes
Modification of the Certificate
Death Provisions for Non-Qualified Certificates
Death Provisions for Qualified Certificates
Certificate Ownership
Assignment
Partial Withdrawals and Surrender
Annuity Benefits
Suspension of Payments
Inquiries by Certificate Owners
8. Annuity Provisions
9. Death Provisions for Non-Qualified Certificates
Death Provisions for Qualified Certificates
Annuity Options
10. Purchase Payments and Applications
Variable Account Value
Valuation Periods
Net Investment Factor
Sales of the Certificates
11. Partial Withdrawals and Surrender
Option A: Income For a Fixed Number of Years
Right to Revoke
12. Tax Status
13. Legal Proceedings
14. Table of Contents - Statement of Additional Information
Caption in Statement of Additional Information
15. Cover Page
16. Table of Contents
17. Keyport Benefit Life Insurance Company
18. Safekeeping of Assets, Experts
19. Not applicable
20. Principal Underwriter
21. Investment Performance
22. Variable Annuity Benefits
23. Financial Statements
PART A
___________, 1999 Prospectus for
New York
Keyport Advisor Charter Variable Annuity
Including Eligible Fund Prospectuses for
AIM VARIABLE INSURANCE FUNDS, INC.
THE ALGER AMERICAN FUND
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
LIBERTY VARIABLE INVESTMENT TRUST
STEINROE VARIABLE INVESTMENT TRUST
TEMPLETON VARIABLE PRODUCTS SERIES FUND
Annuities are:
not insured by the FDIC;
not a deposit or other obligation of, or
guaranteed by, the depository institution;
subject to investment risks, including the
possible loss of principal amount invested.
- ---------------------------------------------------------------------------
Prospectus for
The Keyport Advisor Charter Variable Annuity
Group Flexible Purchase Payment
Deferred Variable Annuity Contracts
issued by
Variable Account A
of
Keyport Benefit Life Insurance Company
- ---------------------------------------------------------------------------
This prospectus describes the Keyport Advisor Charter variable annuity
group Contracts and Certificates offered by Keyport Benefit Life Insurance
Company. All discussion of Certificates applies to the Contracts unless
specified otherwise.
Under the Certificate, you may elect to have value accumulate on a variable
or fixed basis. You may also elect to receive periodic annuity payments on
either a variable or a fixed basis. This prospectus generally describes
only the variable features of the Certificate. For a summary of the Fixed
Account and its features, see Appendix A. The Certificates are designed to
help you in your retirement planning. You may purchase them on a tax
qualified or non-tax qualified basis. Because they are offered on a
flexible payment basis, you are permitted to make multiple payments.
We will allocate your purchase payments to the investment options and the
Fixed Account in the proportions you choose. The Certificate currently
offers twenty-three investment options, each of which is a Sub-account of
Variable Account A. Currently, you may choose among the following Eligible
Funds:
AIM VARIABLE INSURANCE FUNDS, INC.: AIM V.I. Capital Appreciation Fund and
AIM V.I. Value Fund
THE ALGER AMERICAN FUND: Alger American Growth Portfolio and Alger American
Small Capitalization Portfolio
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.: Global Bond Portfolio;
Premier Growth Portfolio and Technology Portfolio
LIBERTY VARIABLE INVESTMENT TRUST: Colonial Global Equity Fund, Variable
Series; Colonial High Yield Securities Fund, Variable Series; Colonial
International Horizons Fund, Variable Series; Colonial Small Cap Value,
Variable Series; Colonial Strategic Income Fund, Variable Series; Colonial
U.S. Growth and Income Fund, Variable Series; Crabbe Huson Real Estate
Investment Fund, Variable Series; Liberty All-Star Equity Fund, Variable
Series; Newport Tiger Fund, Variable Series; Progress High Alpha
Concentration Fund, Variable Series and Stein Roe Global Utilities Fund,
Variable Series
STEINROE VARIABLE INVESTMENT TRUST: Stein Roe Balanced Fund, Variable
Series; Stein Roe Growth Stock Fund, Variable Series; Stein Roe Money
Market Fund, Variable Series; and Stein Roe Mortgage Securities Fund,
Variable Series
TEMPLETON VARIABLE PRODUCTS SERIES FUND: Templeton Developing Markets Fund
You may not purchase a Certificate if either you or the Annuitant are 90
years old or older before we receive your application. You may not purchase
a tax-qualified Certificate if you or the Annuitant are 75 years old or
older before we receive your application (age 90 applies to Roth IRAs).
The purchase of a Contract or Certificate involves certain risks.
Investment performance of the Eligible Funds to which you may allocate
purchase payments may vary. We do not guarantee any minimum Certificate
Value for amounts allocated to the Eligible Funds. Benefits provided by
this Certificate, when based on the Fixed Account, may be subject to a
market value adjustment, which may result in an upward or downward
adjustment in withdrawal benefits, death benefits, settlement values,
transfers to Eligible Funds, or periodic income payments.
The Variable Account may offer other certificates with different features,
fees and charges, and other Sub-accounts which may invest in different or
additional mutual funds. Separate prospectuses and statements of additional
information will describe other certificates. The agent selling the
Certificates has information concerning the eligibility for and the
availability of the other certificates.
This prospectus contains important information about the Contracts and
Certificates you should know before investing. You should read it before
investing and keep it for future reference. We have filed a Statement of
Additional Information ("SAI") with the Securities and Exchange Commission.
The current SAI has the same date as this prospectus and is incorporated by
reference in this prospectus. You may obtain a free copy by writing us at
125 High Street, Boston, MA 02110, by calling (800) 437-4466, or by
returning the postcard on the back cover of this prospectus. A table of
contents for the SAI appears on page ___ of this prospectus.
The date of this prospectus is __________, 1999.
The Securities and Exchange Commission has not approved or disapproved
these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
Page
Definitions 3
Summary of Certificate Features 4
Fee Table 7
Examples
Explanation of Fee Table and Examples 7
Performance Information 8
Keyport Benefit and the Variable Account 9
Purchase Payments and Applications 10
Investments of the Variable Account 11
Allocations of Purchase Payments 11
Eligible Funds 12
Transfer of Variable Account Value 14
Limits on Transfers
Substitution of Eligible Funds and Other Variable Account Changes 15
Deductions 15
Deductions for Certificate Maintenance Charge 15
Deductions for Mortality and Expense Risk Charge 16
Deductions for Daily Distribution Charge 16
Deductions for Surrender Charge 16
Deductions for Transfers of Variable Account Value 17
Deductions for Premium Taxes 18
Deductions for Income Taxes 18
Total Variable Account Expenses 18
Certificate Value Deductions
Other Services 18
The Certificates 19
Variable Account Value 19
Valuation Periods 20
Net Investment Factor 20
Modification of the Certificate 20
Right to Revoke 20
Death Provisions for Non-Qualified Certificates 20
Death of Primary Owner, Joint Owner or Annuitant
Death Benefit
Payment of Death Benefit
Death Provisions for Qualified Certificates 22
Certificate Ownership 22
Assignment 22
Partial Withdrawals and Surrender 22
Annuity Provisions 23
Annuity Benefits 23
Annuity Option and Income Date 23
Change in Annuity Option and Income Date 23
Annuity Options 23
Variable Annuity Payment Values 24
Proof of Age, Sex, and Survival of Annuitant 24
Suspension of Payments 25
Year 2000 Matters
Tax Status 25
Introduction 25
Taxation of Annuities in General 25
Qualified Plans 26
Tax-Sheltered Annuities 27
Individual Retirement Annuities 27
Corporate Pension and Profit-Sharing Plans 27
Deferred Compensation Plans with Respect to
Service for State and Local Governments 27
Variable Account Voting Privileges 27
Sales of the Certificates 28
Legal Proceedings 28
Inquiries by Certificate Owners 28
Table of Contents--Statement of Additional Information 29
Appendix A--The Fixed Account (also known as the Modified
Guaranteed Annuity Account) 30
Appendix B--Telephone Instructions 33
Appendix C--Systematic Withdrawal Program 34
DEFINITIONS
Accumulation Unit: A unit of measurement which we use to calculate Variable
Account Value.
Annuitant: The natural person on whose life annuity benefits are based and
who will receive annuity payments starting on the Income Date.
Certificate Anniversary: Each anniversary of the Certificate Date.
Certificate Date: The date when the Certificate becomes effective.
Certificate Owner ("you"): The person(s) having the privileges of ownership
defined in the Certificate.
Certificate Value: The sum of the Variable Account Value and the Fixed
Account Value.
Certificate Withdrawal Value: The Certificate Value increased or decreased
by a market value adjustment that applies to any Fixed Account Value less
any premium taxes, certificate maintenance charge and surrender charge.
Certificate Year: Each 12-month period beginning on the Certificate Date
and each Certificate Anniversary thereafter.
Company ("we", "us", "our", "Keyport Benefit"): Keyport Benefit Life
Insurance Company.
Covered Person: The person(s) identified in the Certificate whose death may
result in an adjustment of Certificate Value, a waiver of any surrender
charges and a waiver of any market value adjustment or whose medical stay
in a hospital or nursing facility may allow the Certificate Owner to be
eligible for either a total or partial waiver of the surrender charge.
Designated Beneficiary: The person designated to receive any death benefits
under the Certificate.
Eligible Funds: The underlying mutual funds in which the Variable Account
invests.
Fixed Account: Part of our general account to which purchase payments or
Certificate Values may be allocated or transferred.
Fixed Account Value: The value of all Fixed Account amounts accumulated
under the Certificate prior to the Income Date.
Guarantee Period Anniversary: An anniversary of a Guarantee Period's Start
Date.
Guarantee Period Month: The first Guarantee Period Month is the monthly
period which begins on the Start Date. Later Guarantee Period Months begin
on the same day in the following months.
Guarantee Period Year: The 12-month period which begins on the Start Date.
Guarantee Period Years thereafter begin on each Guaranteed Period
Anniversary.
In Force: The status of the Certificate before the Income Date so long as
it is not totally surrendered, the Certificate Value under a Certificate
does not go to zero, and there has not been a death of the Annuitant or any
Certificate Owner that will cause the Certificate to end within at most
five years of the date of death.
Income Date: The date on which annuity payments are to begin.
Non-Qualified Certificate: Any Certificate that is not issued under a
Qualified Plan.
Qualified Certificate: Certificates issued under Qualified Plans.
Qualified Plan: A retirement plan which receives special tax treatment
under Sections 401, 403(b), 408(b) or 408A of the Internal Revenue Code
("Code") or a deferred compensation plan for a state and local government
or another tax exempt organization under Section 457 of the Code.
Start Date: The date money is first allocated to a Guarantee Period of the
Fixed Account.
Variable Account: Variable Account A which is a separate investment account
of the Company into which purchase payments under the Certificates may be
allocated. The Variable Account is divided into Sub-accounts which invest
in shares of an Eligible Fund.
Variable Account Value: The value of all Variable Account amounts
accumulated under the Certificate prior to the Income Date.
Written Request: A request written on a form satisfactory to us, signed by
you and a disinterested witness, and filed at our office.
SUMMARY OF CERTIFICATE FEATURES
Because this is a summary, it does not contain all of the information that
may be important to you. You should read the entire prospectus and
Statement of Additional Information before deciding to invest. Further,
individual state requirements, which are different from the information in
this prospectus, are described in supplements to this prospectus or in
endorsements to the Certificate.
The Certificate
The Certificate is a flexible premium deferred variable annuity
certificate. It is designed for retirement planning purposes. It allows
you to allocate purchase payments to and receive annuity payments from the
Variable Account and/or the Fixed Account.
The Variable Account is a separate investment account we maintain. If you
allocate payments to the Variable Account, your accumulation values and
annuity payments will fluctuate according to the investment performance of
the Eligible Funds chosen.
The Fixed Account is part of our "general account", which consists of all
our assets except the Variable Account and the assets of other separate
investment accounts we maintain. If you allocate payments to the Fixed
Account, your accumulation value will increase at guaranteed interest rates
and annuity payments will be of a fixed amount. Any surrender, withdrawal,
transfer or annuitization of your values in the Fixed Account may be
subject to a market value adjustment, which could increase or decrease the
applicable amount. (See Appendix A for more information on the Fixed
Account.)
If you allocate payments to both the Variable and the Fixed Accounts, the
accumulation value and annuity payments will be variable in part and fixed
in part.
Purchase of the Certificate
You may (except in Oregon) make multiple purchase payments. The minimum
initial payment is $5,000. For individual retirement annuities the minimum
payment is $2,000. The minimum amount for each subsequent payment is $1,000
or a lesser amount as we may permit from time to time which is currently
$250. For payments made under the systematic investment program, the
minimum payment is $50. (See "Purchase Payments and Applications".)
Investment Choices
You can allocate and reallocate your investment among the Sub-accounts of
the Variable Account which in turn invest in the Eligible Funds. Each
Eligible Fund holds its assets separately from the assets of the other
Eligible Funds. Each has its own investment objectives and policies
described in the accompanying prospectuses for the Eligible Funds. Under
the Certificate, the Variable Account currently invests in the following:
AIM Variable Insurance Funds, Inc. ("AIM Insurance Funds")
AIM V.I. Capital Appreciation Fund ("AIM Capital Appreciation")
AIM V.I. Value Fund ("AIM Value")
The Alger American Fund ("Alger American Fund")
Alger American Growth Portfolio ("Alger Growth")
Alger American Small Capitalization Portfolio ("Alger Small Cap")
Alliance Variable Products Series Fund, Inc. ("Alliance Series Fund")
Global Bond Portfolio ("Alliance Global Bond")
Premier Growth Portfolio ("Alliance Premier Growth")
Technology Portfolio ("Alliance Technology")
Liberty Variable Investment Trust ("Liberty Trust")
Colonial Global Equity Fund, Variable Series ("Colonial Global Equity")
Colonial High Yield Securities Fund, Variable Series ("Colonial High
Yield Securities")
Colonial International Horizons Fund, Variable Series ("Colonial Int'l
Horizons")
Colonial Small Cap Value Fund, Variable Series ("Colonial Small Cap
Value")
Colonial Strategic Income Fund, Variable Series ("Colonial Strategic
Income")
Colonial U.S. Growth and Income Fund, Variable Series ("Colonial U.S.
Growth and Income")
Crabbe Huson Real Estate Investment Fund, Variable Series ("Crabbe
Huson Real Estate")
Liberty All-Star Equity Fund, Variable Series ("Liberty All-Star Equity")
Newport Tiger Fund, Variable Series ("Newport Tiger")
Progress High Alpha Concentration Fund, Variable Series ("Progress
High Alpha")
Stein Roe Global Utilities Fund, Variable Series ("Stein Roe Global
Utilities")
SteinRoe Variable Investment Trust ("SteinRoe Trust")
Stein Roe Balanced Fund, Variable Series ("Stein Roe Balanced")
Stein Roe Growth Stock Fund, Variable Series ("Stein Roe Growth Stock")
Stein Roe Money Market Fund, Variable Series ("Stein Roe Money Market")
Stein Roe Mortgage Securities Fund, Variable Series ("Stein Roe Mortgage
Securities")
Templeton Variable Products Series Fund ("Templeton Series Fund")
Templeton Developing Markets Fund ("Templeton Developing Markets")
Fees and Charges
Surrender Charge.
There are no sales charges at the time of your purchase payment. We may
deduct a charge in the event of a total or partial surrender. That charge
is based on a table of charges. See page ____. The charge will not exceed
7% of that portion of the amount you surrender that represents purchase
payments you made during the seven years immediately preceding your request
for surrender. (See "Deductions for Surrender Charge".)
Mortality and Expense Risk Charge.
We deduct a mortality and expense risk charge at an annual rate of 1.25% of
the average daily net asset value of the Variable Account. (See "Deductions
for Mortality and Expense Risk Charge".)
Distribution Charge.
We deduct a daily distribution charge at an annual rate of .15% of the
average daily net asset value of the Variable Account. (See "Deductions for
Daily Distribution Charge".)
Certificate Maintenance Charge.
We deduct an annual $36 certificate maintenance charge from Variable
Account Value for administrative expenses. Prior to the Income Date, we
reserve the right to change this charge for future years. In certain
instances, we may waive this charge. (See "Deductions for Certificate
Maintenance Charge".)
Transfer Charge.
Currently, there is no transfer charge. However, the Certificate permits us
to charge you up to $25 for each transfer in excess of 12 in each year your
Certificate is In Force.
Premium Taxes.
In some states we incur premium taxes, currently ranging from 0% to 5.0%.
We charge these premium taxes against your Certificate Value. (See
"Deductions for Premium Taxes".)
Federal Income Taxes.
You will not pay federal income taxes on the increases in the value of your
Certificate. However, if you make a withdrawal in the form of a lump sum
payment, annuity payment, or make a gift or assignment you will be subject
to federal income taxes on the increases in value of your Certificate and
may also be subject to a 10% federal penalty tax. (See "Tax Status".)
Right to Revoke
Generally, you may revoke the Certificate by returning it to us within 10
days after you receive it. We will refund your Certificate Value as of the
date we receive the returned Certificate. You will bear the investment risk
during the revocation period. (See "Right to Revoke".)
FEE TABLE
Certificate Owner Transaction Expenses
Sales Load Imposed on Purchases: 0%
Maximum Surrender Charge
(as a percentage of purchase payments): 7%
Years from Date of Payment Sales Charge
1 7%
2 6%
3 5%
4 4%
5 3%
6 2%
7 1%
8 or later 0%
Maximum Total Certificate Owner Transaction Expenses
(as a percentage of purchase payments): 7%
Annual Certificate Maintenance Charge: $36
Transfer Charge (Maximum of $25): $ 0
Variable Account Annual Expenses
(as a percentage of average net assets)
Mortality and Expense Risk Charge: 1.25%
Distribution Charge: .15%
Total Variable Account Annual Expenses: 1.40%
AIM Insurance Funds, Alger American Fund, Alliance Series Fund,
Liberty Trust, SteinRoe Trust and Templeton Series Fund Annual Expenses1
(After any Fee Waivers and/or Expense Reimbursements)2
(as a percentage of average net assets)
Total Fund
Management Rule 12b-1 Other Operating
Fund Fees ___Fees___ Expenses Expenses
AIM Capital Appreciation .63% .05% .68%
AIM Value .62% .08% .70%
Alger Growth .75% .04% .79%
Alger Small Cap .85% .04% .89%
Alliance Global Bond3 .56% .25% .38% 1.19%
Alliance Premier Growth3 .63% .25% .09% .97%
Alliance Technology3 .60% .25% .09% .94%
Colonial Global Equity3
Colonial High Yield Securities .60% .20% .80%
Colonial Int'l Horizons3
Colonial Small Cap Value .80% .20% 1.00%
Colonial Strategic Income
Colonial U.S. Growth and Income .80% .14% .94%
Crabbe Huson Real Estate3
Liberty All-Star Equity .80% .20% 1.00%
Newport Tiger
Progress High Alpha3
Stein Roe Global Utilities .65% .18% .83%
Stein Roe Balanced .45% .21% .66%
Stein Roe Growth Stock .50% .21% .71%
Stein Roe Money Market .35% .25% .60%
Stein Roe Mortgage Securities .40% .30% .70%
Templeton Developing Markets3 1.25% .25% .33% 1.83%
The above expenses for the Eligible Funds were provided by the Funds. We
have not independently verified the accuracy of the information.
1All Trust and Fund expenses are for 1998. The AIM Insurance Funds, Liberty
Trust and SteinRoe Trust expenses reflect such Fund's or Trust's manager's
agreement to reimburse expenses above certain limits (see footnote 2).
2The manager of AIM Insurance Funds may from time to time waive all or a
portion of its advisory fees and/or assume certain expenses of the AIM
Insurance Funds. Fee waivers or reductions, other than those contained in
the AIM Insurance Funds' advisory agreement, may be modified or terminated
at any time. The AIM Insurance Funds' manager did not waive advisory fees
or assume expenses as of the date of this prospectus.
The manager of Alger American Fund has agreed to reimburse Alger Growth and
Alger Small Cap, to the extent that annual operating expenses, excluding
interest, taxes, fees for brokerage services and extraordinary expenses,
exceed 1.50% of a fund's average daily net assets for any fiscal year. The
Alger American Fund's manager was not required to reimburse expenses as of
the date of this prospectus.
The manager of Liberty Trust has agreed until April 30, 2000 to reimburse
all expenses, including management fees, but excluding interest, taxes,
brokerage, and other expenses which are capitalized in accordance with
accepted accounting procedures, and extraordinary expenses, in excess of
the following percentage of average net assets of each Eligible Fund: 1.25%
for Crabbe Huson Real Estate; 1.00% for Colonial Global Equity, Colonial
Int'l Horizons, Colonial Small Cap Value, Colonial U.S. Growth and Income,
Liberty All-Star Equity, Newport Tiger, Progress High Alpha, and Stein Roe
Global Utilities; and .80% for Colonial High Yield Securities. The
following percentages are what the expenses would be without any expense
reimbursement: for Crabbe Huson Real Estate--1.05% for management fees and
1.83% for total expenses; for Colonial High Yield Securities--.55% for
other expenses and 1.15% for total expenses; for Colonial Small Cap Value--
.55% for other expenses and 1.35% for total expenses; and for Liberty All-
Star Equity--.65% for other expenses and 1.45% for total expenses.
The manager of SteinRoe Trust has agreed until April 30, 2000 to reimburse
all expenses, including management fees, in excess of the following
percentage of the average net assets of the following Eligible Funds: for
Stein Roe Balanced--.75%; for Stein Roe Growth Stock--.80%; for Stein Roe
Mortgage Securities--.70%; and for Stein Roe Money Market--.65%. The
SteinRoe Trust's manager was not required to reimburse expenses as of the
date of this prospectus.
3The Eligible Fund has a distribution plan or "Rule 12b-1 Plan" which is
described in the Fund's prospectus.
EXAMPLES
Example #1 - If you surrender your Certificate at the end of the periods
shown you would pay the following expenses on a $1,000 investment, assuming
5% annual return on assets.
Sub-account 1 year 3 years 5 years 10 years
AIM Capital Appreciation
AIM Value
Alger Growth
Alger Small Cap
Alliance Global Bond
Alliance Growth & Income
Alliance Technology
Colonial Global Equity
Colonial High Yield Securities
Colonial Int'l Horizons
Colonial Small Cap Value
Colonial Strategic Income
Colonial U.S. Growth and Income
Crabbe Huson Real Estate
Liberty All-Star Equity
Newport Tiger
Progress High Alpha
Stein Roe Global Utilities
Stein Roe Balanced
Stein Roe Growth Stock
Stein Roe Money Market
Stein Roe Mortgage Securities
Templeton Developing Markets
Example #2 - If you annuitize or if you do not surrender your Certificate
at the end of the periods shown, you would pay the following expenses on a
$1,000 investment, assuming 5% annual return on assets.
Sub-account 1 year 3 years 5 years 10 years
AIM Capital Appreciation
AIM Value
Alger Growth
Alger Small Cap
Alliance Global Bond
Alliance Growth & Income
Alliance Technology
Colonial Global Equity
Colonial High Yield Securities
Colonial Int'l Horizons
Colonial Small Cap Value
Colonial Strategic Income
Colonial U.S. Growth and Income
Crabbe Huson Real Estate
Liberty All-Star Equity
Newport Tiger
Progress High Alpha
Stein Roe Global Utilities
Stein Roe Balanced
Stein Roe Growth Stock
Stein Roe Money Market
Stein Roe Mortgage Securities
Templeton Developing Markets
EXPLANATION OF FEE TABLE AND EXAMPLES
The purpose of the fee table is to illustrate the expenses you may directly
or indirectly bear under a Certificate. The table reflects expenses of the
Variable Account as well as the Eligible Funds. You should read
"Deductions" in this prospectus and the sections relating to expenses of
the Eligible Funds in their prospectuses. The fee table and examples do not
include any taxes or tax penalties you may be required to pay if you
surrender your Certificate.
We deduct surrender charges only if you totally or partially surrender the
Certificate. You will not incur a surrender charge in the following
instances:
o In the first Certificate Year, you may withdraw an aggregate amount
up to the Certificate's earnings. Earnings equal the Certificate
Value at the time of withdrawal less purchase payments not
previously withdrawn.
o In the second and later Certificate Years you may withdraw:
(a) earnings, and
(b) an amount up to (i) 10% of the Certificate Value as of the
preceding Certificate Anniversary, (ii) less earnings.
The examples assume you did not make any transfers. We reserve the right to
impose a transfer fee after we notify you. Currently, we do not impose any
transfer fee. Premium taxes are not shown. We deduct the amount of any
premium taxes (which range from 0% to 5%) from Certificate Value upon full
surrender or annuitization.
We waive the certificate maintenance charge on the first Certificate
Anniversary and in certain other instances.
The fee table and examples should not be considered a representation of
past or future expenses and charges of the Sub-accounts. Your actual
expenses may be greater or less than those shown. Similarly, the 5% annual
rate of return assumed in the example is not an estimate or a guarantee of
future investment performance. See "Deductions" in this prospectus,
"Management" in the prospectus for AIM Insurance Funds, "Management of the
Fund" in the prospectuses for the Alger American Fund and the Alliance
Series Fund, "Trust Management Organizations" and "Expenses of the Funds"
in the prospectus for Liberty Trust, "How the Funds are Managed" in the
prospectus for SteinRoe Trust, and "Portfolio Management" in the prospectus
for Templeton Series Fund.
The Certificates described in this prospectus have not previously been made
available for sale, and may include fees and charges that are different
from our other variable annuity contracts. These differences will produce
differing Accumulation Unit values. Therefore, no condensed financial
information is provided. Our full financial statements and those for the
Variable Account are in the Statement of Additional Information.
PERFORMANCE INFORMATION
The Variable Account may from time to time advertise certain performance
information concerning its various Sub-accounts.
Performance information is not an indicator of either past or future
performance of a Certificate.
The Sub-accounts may advertise total return information for various periods
of time. Total return performance information is based on the overall
percentage change in value of a hypothetical investment in the Sub-account
over a given period of time.
Average annual total return information shows the average annual
compounding percentage change applied to the value of an investment in the
Sub-account from the beginning of the measuring period to the end of that
period. This average annual total return reflects all historical investment
results, less all Sub-account and Certificate charges and deductions. This
would include any surrender charge that would apply if you surrendered the
Certificate at the end of each period indicated. Average total return is
not reduced by any premium taxes. Average total return would be less if
these taxes were deducted.
In order to calculate average annual total return, we divide the change in
value of a Sub-account under a Certificate surrendered on a particular date
by a hypothetical $1,000 investment in the Sub-account. We then annualize
the resulting total rate for the period to obtain the average annual
compounding percentage change during the period.
The Sub-accounts may present additional non-standardized total return
information computed on a different basis:
o First, the Sub-accounts may present total return information as
described above, except for the deduction of the surrender charge.
This presentation assumes that the investment in the Certificate
continues beyond the period when the surrender charge applies. This
is consistent with the long-term investment and retirement
objectives of the Certificate. The total return percentage will be
higher using this method than the standard method described above.
o Second, the Sub-accounts may present total return information as
described above, except that there are no Certificate deductions
for the surrender charge, the certificate maintenance charge and
premium taxes. Because these charges are not deducted, the
calculation is simplified. We divide the change in a Sub-account's
Accumulation Unit value over a specified time period by the
Accumulation Unit value of that Sub-account at the beginning of the
period. This computation results in a 12-month change rate. For
longer periods it is a total rate for the period. We annualize the
total rate in order to obtain the average annual percentage change
in the Accumulation Unit value for that period. The percentages
would be less if these charges were included.
o Third, certain of the Eligible Funds have been available for other
variable annuity contracts prior to the beginning of the offering
of the Certificates described in this prospectus. Any performance
information for such periods will be based on the historical
results of the Eligible Funds and applying the fees and charges to
the Certificate for the specified time periods.
The Stein Roe Money Market Sub-account is a money market Sub-account that
also may advertise yield and effective yield information. The yield of the
Sub-account refers to the income generated by an investment in the Sub-
account over a specifically identified seven-day period. We annualize this
income by assuming that the amount of income generated by the investment
during that week is generated each week over a 52-week period. It is shown
as a percentage. The yield reflects the deduction of all charges assessed
against the Sub-account and a Certificate but does not include surrender
charges and premium tax charges. The yield would be lower if these charges
were included.
We calculate the effective yield of the Stein Roe Money Market Sub-account
in a similar manner but, when annualizing the yield, we assume income
earned by the Sub-account is reinvested. This compounding effect causes
effective yield to be higher than yield.
We may provide to you and prospective Contract Owners advertising and other
information on a variety of topics. Such topics may include the
relationship between certain economic sectors and the economy as a whole
and its effect on various securities markets, investment strategies and
techniques (such as value investing, dollar cost averaging and asset
allocation). Such topics may also include, the advantages and
disadvantages of investing in tax-advantaged and taxable instruments,
customer profiles and hypothetical purchase scenarios, financial management
and tax and retirement planning, and other investment alternatives,
including comparisons between the Certificates and the characteristics of
and market for such alternatives.
KEYPORT BENEFIT AND THE VARIABLE ACCOUNT
We were organized under the laws of the State of New York in 1987 as a
stock life insurance company. We are a wholly-owned subsidiary of Keyport
Life Insurance Company. Our executive and administrative offices are at
125 High Street, Boston, Massachusetts 02110. Our home office is at 100
Manhattanville Road, Purchase, New York 10577. We are admitted to conduct
life insurance business in New York.
We are a member of the Insurance Marketplace Standards Association
("IMSA"), and as such may use the IMSA logo and membership in IMSA in
advertisements. Being a member means that we have chosen to participate in
IMSA's Life Insurance Ethical Market Conduct Program.
We are indirectly owned by Liberty Financial Companies, Inc. and are
ultimately controlled by Liberty Mutual Insurance Company of Boston,
Massachusetts, a multi-line insurance and financial services institution.
We established the Variable Account pursuant to the provisions of New York
Law on February 6, 1998. The Variable Account meets the definition of
"separate account" under the federal securities laws. The Variable Account
is registered with the Securities and Exchange Commission as a unit
investment trust under the Investment Company Act of 1940. Such
registration does not mean the Securities and Exchange Commission
supervises us or the management of the Variable Account.
Obligations under the Certificates are our obligations. Although the assets
of the Variable Account are our property, these assets are held separately
from our other assets and are not chargeable with liabilities arising out
of any other business we may conduct. Income, capital gains and/or capital
losses, whether or not realized, from assets allocated to the Variable
Account are credited to or charged against the Variable Account without
regard to the income, capital gains, and/or capital losses arising out of
any other business we may conduct.
PURCHASE PAYMENTS AND APPLICATIONS
The initial purchase payment is due on the Certificate Date. The minimum
initial purchase payment is $5,000 and $2,000 for individual retirement
annuities. You may make additional purchase payments. Each subsequent
purchase payment must be at least $1,000 or any lesser amount we may
permit, which is currently $250. For payments made under the systematic
investment program, the minimum is $50. We may reject any purchase payment
or any application.
If your application for a Certificate is complete and amounts are to be
allocated to the Variable Account, we will apply your initial purchase
payment to the Variable Account within two business days of receipt. If the
application is incomplete, we will notify you and try to complete it within
five business days. If it is not complete at the end of this period, we
will inform you of the reason for the delay. The purchase payment will be
returned immediately unless you specifically consent to our keeping the
purchase payment until the application is complete. Once the application is
complete, the purchase payment will be applied within two business days of
its completion.
We will send you a written notification showing the allocation of all
purchase payments and the re-allocation of values after any transfer you
have requested. You must notify us immediately of any error.
We will permit others to act on your behalf in certain instances,
including:
o we will accept an application for a Certificate signed by an
attorney-in-fact if we receive a copy of the power of attorney with
the application.
o we will issue a Certificate to replace an existing life insurance
or annuity policy that we or an affiliated company issued even
though we did not previously receive a signed application from you.
Certain dealers or other authorized persons such as employers and Qualified
Plan fiduciaries may inform us of your responses to application questions
by telephone or by order ticket and cause the initial purchase payment to
be paid to us. If the information is complete, we will issue the
Certificate. We will send you the Certificate and a letter so you may
review the information and notify us of any errors. We may request you to
confirm that the information is correct by signing a copy of the letter or
a Certificate delivery receipt. We will send you a written notice
confirming all purchases. Our liability under any Certificate relates only
to amounts so confirmed.
INVESTMENTS OF THE VARIABLE ACCOUNT
Allocations of Purchase Payments
We will invest the purchase payments you applied to the Variable Account in
the Eligible Fund Sub-accounts you have chosen. Your selection must specify
the percentage of the purchase payment that is allocated to each Sub-
account or must specify the asset allocation model you select. (See "Other
Services, The Programs".) The percentage for each Sub-account, if not zero,
must be at least 5% and a whole number. You may change the allocation
percentages without fee, penalty or other charge. You must notify us in
writing of your allocation changes unless you, your attorney-in-fact, or
another authorized person have given us written authorization to accept
telephone allocation instructions. By allowing us to accept telephone
changes, you agree to accept our current conditions and procedures. The
current conditions and procedures are in Appendix B. We will notify you of
any changes in advance.
The Variable Account is segmented into Sub-accounts. Each Sub-account
contains the shares of one of the Eligible Funds and such shares are
purchased at net asset value. We may add or withdraw Eligible Funds and Sub-
accounts as permitted by applicable law.
Eligible Funds
The Eligible Funds are the separate funds listed within the AIM Insurance
Funds, Alger American Fund, Alliance Series Fund, Liberty Trust, SteinRoe
Trust and Templeton Series Fund. Keyport Benefit and the Variable Account
may enter into agreements with other mutual funds for the purpose of making
such mutual funds available as Eligible Funds under certain Certificates.
We do not promise that the Eligible Funds will meet their investment
objectives. Amounts you have allocated to Sub-accounts may grow, decline,
or grow less in value than you expect, depending on the investment
performance of the Eligible Funds in which the Sub-accounts invest. You
bear the investment risk that those Eligible Funds possibly will not meet
their investment objectives. You should carefully review their prospectuses
before allocating amounts to the Sub-accounts of the Variable Account.
Some of the Eligible Funds are funding vehicles for other variable annuity
contracts and variable life insurance policies offered by our separate
accounts. The Eligible Funds are also available for the separate accounts
of insurance companies affiliated and unaffiliated with us. The risks
involved in this "mixed and shared funding" are disclosed in the Eligible
Funds' prospectuses under the following captions: AIM Insurance
Funds-"Purchase and Redemption of Shares"; Alger American Fund--
"Participating Insurance Companies and Plans"; Alliance Series
Fund-"Introduction to the Fund"; Liberty Trust-"The Trust"; SteinRoe
Trust-"The Trust" and Templeton Series Fund-"Purchase of Shares".
AIM Advisors Inc. ("AIM") serves as the investment adviser to each of the
Eligible Funds of AIM Insurance Funds.
Fred Alger Management, Inc. ("Alger Management") is the investment manager
for the Eligible Funds of Alger American Fund.
Alliance Capital Management L.P. is the investment adviser for the Eligible
Funds of Alliance Series Fund. AIGAM International Limited is sub-adviser
for Alliance Global.
Liberty Advisory Services Corp. ("LASC"), an affiliate, is the manager for
Liberty Trust and its Eligible Funds. Colonial Management Associates, Inc.
("Colonial"), an affiliate, is the sub-adviser for the Eligible Funds
except for Crabbe Huson Real Estate, Newport Tiger, Progress High Alpha,
Stein Roe Global Utilities and Liberty All-Star Equity. Crabbe Huson Group,
Inc., an affiliate, is sub-adviser for Crabbe Huson Real Estate. Newport
Fund Management, Inc., an affiliate, is sub-adviser for Newport Tiger.
Progress Investment Management Company, an affiliate, is sub-adviser for
Progress High Alpha. Liberty Asset Management Company, an affiliate, is sub-
adviser for Liberty All-Star Equity and the current portfolio managers are
J.P. Morgan Investment Management Inc., Oppenheimer Capital, Wilke/Thompson
Capital Management Inc., Westwood Management Corp. and Boston Partners
Asset Management, L.P.
Stein Roe & Farnham Incorporated ("Stein Roe"), an affiliate, is the
investment adviser for each Eligible Fund of SteinRoe Trust and sub-adviser
for Stein Roe Global Utilities.
Templeton Asset Management LTD. is the investment adviser for Templeton
Developing Markets Fund.
We have briefly described the Eligible Funds below. You should read the
current prospectus for the Eligible Funds for more details and complete
information. The prospectus is available, at no charge, from a salesperson
or by writing to us or by calling (800) 437-4466.
Eligible Funds of AIM Insurance
Funds and Variable Account
Sub-accounts Investment Objective
AIM Capital Appreciation (AIM Capital appreciation through
Capital Appreciation investments in common stocks,
Sub-account) with emphasis on medium-sized
and smaller emerging growth
companies.
AIM Value (AIM Value Sub-account) Long-term growth of capital by
investing primarily in equity
securities judged by AIM to be
undervalued relative to the
current or projected earnings of
the companies issuing the
securities, or relative current
market value of assets owned by the
companies issuing the securities
or relative to the equity markets
in general. Income is a secondary
objective.
Eligible Funds of Alger
American Fund and Variable Account
Sub-accounts Investment Objective
Alger Growth Long-term capital appreciation
(Alger Growth Sub-account)
Alger Small Cap Long-term capital appreciation.
(Alger Small Cap Sub-account)
Eligible Funds of Alliance Series
Fund and Variable Account
Sub-accounts Investment Objective
Alliance Global Bond A high level of return from a
(Alliance Global Bond combination of current income and
Sub-account) capital appreciation by investing
in a globally diversified portfolio
of high quality debt securities
denominated in the U.S. Dollar and
a range of foreign currencies.
Alliance Premier Growth Growth of capital rather than
(Alliance Premier Growth current income.
Sub-account)
Alliance Technology (Alliance Growth of capital through
Technology Sub-account) investment in companies expected
to benefit from advances in
technology.
Eligible Funds of Liberty Trust
and Variable Account
Sub-accounts Investment Objective
Colonial Global Equity (Colonial Long-term growth by investing
Global Equity Sub-account) primarily in global securities.
Colonial High Yield Securities High current income and total
(Colonial High Yield Securities return by investing primarily
Sub-account) in lower rated corporate debt
securities.
Colonial Int'l Horizons Preservation of capital purchasing
(Colonial Int'l Horizons power and long-term growth.
Sub-account)
Colonial Small Cap Value Long-term growth by investing in
(Colonial Small Cap Value smaller capitalization equity
Sub-account) securities.
Colonial Strategic Income A high level of current income, as
(Colonial Strategic Income is consistent with prudent risk and
Sub-account) maximizing total return, by
diversifying investments primarily
in U.S. and foreign government and
high yield, high risk corporate
debt securities.
Colonial U.S. Growth and Income Long-term capital growth and income
(Colonial U.S. Growth and Income by investing primarily in large
Sub-account) capitalization equity securities.
Crabbe Huson Real Estate Growth of capital and current
(Crabbe Huson Real Estate income by investing in a
Sub-account) diversified portfolio consisting
primarily of equity securities
of real estate investment trusts
(REITs) and other real estate
industry companies, in mortgage
backed securities and, to a lesser
extent, in debt securities of
such companies.
Liberty All-Star Equity Total investment return, comprised
(Liberty All-Star Equity Sub-account) of long-term capital appreciation
and current income, through
investment primarily in a
diversified portfolio of equity
securities.
Newport Tiger Long-term capital growth by
(Newport Tiger Sub-account) investing primarily in equity
securities of companies located in
the nine Tigers of Asia (Hong Kong,
Singapore, South Korea, Taiwan,
Malaysia, Thailand, Indonesia,
China and the Philippines).
Progress High Alpha Long-term growth of capital by
(Progress High Alpha Sub-Account) investing in common stocks.
Stein Roe Global Utilities
(Stein Roe Global Utilities Current income and long-term growth
Sub-account) of capital and income.
Eligible Funds of SteinRoe Trust
and Variable Account
Sub-accounts Investment Objective
Stein Roe Balanced High total investment return
(Stein Roe Balanced through investment in a changing
Sub-account) mix of securities.
Stein Roe Growth Stock Long-term growth of capital through
(Stein Roe Growth Stock investment primarily in common
Sub-account) stocks.
Stein Roe Money Market High current income from short-term
(Stein Roe Money Market money market instruments while
Sub-account) emphasizing preservation of capital
and maintaining excellent
liquidity.
Stein Roe Mortgage Securities Highest possible level of current
(Stein Roe Mortgage Securities income consistent with safety of
Sub-account) principal and maintenance of
liquidity through investment
primarily in mortgage-backed
securities.
Eligible funds of Templeton Series
Fund & Variable Account Sub-accounts Investment Objective
Templeton Developing Markets Long-term capital appreciation by
(Templeton Developing Markets investing primarily in equity
Sub-account) securities of issuers in countries
having developing markets.
Transfer of Variable Account Value
You may transfer Variable Account Value from one Sub-account to another Sub-
account and/or to the Fixed Account.
We may charge a transfer fee and limit the number of transfers that you can
make in a time period. Transfer limitations may prevent you from making a
transfer on the date you select. This may result in your Certificate Value
being lower than it would have been if you had been able to make the
transfer.
Limits on Transfers
Currently, we do not limit the number or frequency of transfers. We do not
charge a transfer fee for each transfer in excess of 12 in each Certificate
Year, except as follows:
o We impose a transfer limit of one transfer every 30 days, or
such other period as we may permit, for transfers on behalf of
multiple Certificates by a common attorney-in-fact, or transfers
that are, in our determination, based on the recommendation of a
common investment adviser or broker/dealer, and
o We limit each transfer to a maximum of $500,000, or such greater
amount as we may permit. We treat all transfer requests for a
Certificate made on the same day as a single transfer. We may
treat as a single transfer all transfers you request on the same
day for every Certificate you own. The total combined transfer
amount is subject to the $500,000 limitation. If the total amount
of the requested transfers exceeds $500,000, we will not execute
any of the transfers, and
o We treat as a single transfer all transfers made on the same day on
behalf of multiple Certificates by a common attorney-in-fact, or
transfers that are, in our determination, based on the
recommendation of a common investment adviser or broker/dealer. The
$500,000 limitation applies to such transfers. If the total amount
of the requested transfers exceeds $500,000, we will not execute
any of the transfers.
If we have executed a transfer with respect to your Certificate as part of
a multiple transfer request, we will not execute another transfer request
for your Certificate for 30 days.
By applying these limitations we intend to protect the interests of
individuals who do and those who do not engage in significant transfer
activity among Sub-accounts. We have determined that the actions of
individuals engaging in significant transfer activity may cause an adverse
affect on the performance of the Eligible Fund for the Sub-account
involved. The movement of values from one Sub-account to another may
prevent the appropriate Eligible Fund from taking advantage of investment
opportunities because the Eligible Fund must maintain a liquid position in
order to handle redemptions. Such movement may also cause a substantial
increase in fund transaction costs which all Certificate Owners must
indirectly bear.
We will notify you prior to charging any transfer fee or a change in the
limitation on the number of transfers. The fee will not exceed $25.
You must notify us in writing of your transfer requests unless you have
given us written authorization to accept telephone transfer requests from
you or your attorney-in-fact. By authorizing us to accept telephone
transfer instructions, you agree to accept our current conditions and
procedures. The current conditions and procedures are in Appendix B. You
will be given prior notification of any changes. A person acting on your
behalf as an attorney-in-fact may make written transfer requests.
If we receive your transfer requests before 4:00 P.M. Eastern Time, we will
initiate them at the close of business that day. We will initiate any
requests received after that time at the close of the next business day.
We will execute your request to transfer value by both redeeming and
acquiring Accumulation Units on the day we initiate the transfer.
If you transfer 100% of any Sub-account's value, and the allocation formula
for purchase payments on your application includes that Sub-account, the
allocation formula for future purchase payments will automatically change
unless you tell us otherwise.
Substitution of Eligible Funds and Other Variable Account Changes
If shares of any of the Eligible Funds are no longer available for
investment by the Variable Account, or further investment in the shares of
an Eligible Fund is no longer appropriate under the Certificate, we may add
or substitute shares of another Eligible Fund or of another mutual fund for
Eligible Fund shares already purchased or to be purchased in the future.
Any substitution of securities will comply with the requirements of the
Investment Company Act of 1940.
We also reserve the right to make the following changes in relation to the
Variable Account and Eligible Funds:
o to operate the Variable Account in any form permitted by law;
o to take any action necessary to comply with applicable law or
obtain and continue any exemption from applicable law;
o to transfer any assets in any Sub-account to another or to one or
more separate investment accounts, or to our general account;
o to add, combine or remove Sub-accounts in the Variable Account; and
o to change how we assess charges, so long as we do not increase them
above the current total amount charged to the Variable Account and
the Eligible Funds in connection with your Certificate.
DEDUCTIONS
Deductions for Certificate Maintenance Charge
We charge an annual certificate maintenance charge of $36 per Certificate
Year. Before the Income Date we do not guarantee the amount of the
certificate maintenance charge and may change it. This charge reimburses us
for our expenses incurred in maintaining your Certificate.
Before the Income Date, we will deduct the certificate maintenance charge
from the Variable Account Value on each Certificate Anniversary and on the
date of any total surrender not falling on the Certificate Anniversary. We
will waive this charge before the Income Date if:
o it is the first Certificate Anniversary;
o the Certificate Value is at least $40,000 on the date we impose
this charge, or
o in the prior Certificate Year, purchase payments of at least $2,000
have been made and you have not made any partial withdrawals.
On the Income Date, we will subtract a pro-rata portion of the charge due
on the next Certificate Anniversary from the Variable Account Value. This
pro-rata charge covers the period from the prior Certificate Anniversary to
the Income Date.
We will deduct the certificate maintenance charge proportionally from each
Sub-account based upon the value each Sub-account bears to the Variable
Account Value.
Once annuity payments begin, the certificate maintenance charge is deducted
only from variable annuity payments and the charge amount is guaranteed not
to increase. We will subtract this charge in equal parts from each annuity
payment. For example, if annuity payments are monthly, then we will deduct
one-twelfth of the annual charge from each payment.
We will waive the charge on and after the Income Date for the current year
if:
o you have selected variable annuity Option A; and
o the present value of all of the remaining payments is at least
$40,000 at the time of the first payment of the year.
Deductions for Mortality and Expense Risk Charge
Variable annuity payments fluctuate depending on the investment performance
of the Sub-accounts. The payments will not be affected by the mortality
experience (death rate) of persons receiving such payments or of the
general population. We guarantee the death benefit described in "Death
Provisions". We also assume an expense risk since the certificate
maintenance charge after the Income Date remains the same and does not
change to reflect variations in expenses.
We deduct a mortality and expense risk charge from each Sub-account. The
mortality and expense risk charge is equal, on an annual basis, to 1.25% of
the average daily net asset value of each Sub-account. We deduct the charge
both before and after the Income Date. We may deduct less than the full
charge from Sub-account values attributable to Certificates issued to our
employees and to other persons specified in "Sales of the Certificates".
Deductions for Daily Distribution Charge
We deduct from each Sub-account for each valuation period a daily
distribution charge equal on an annual basis to 0.15% of the average daily
net asset value of each Sub-account. This charge compensates us for certain
sales distribution expenses relating to the Certificates. We do not deduct
the distribution charge during the annuity payment period.
We do not deduct this charge from the values of Certificates issued to our
employees and other persons specified in "Sales of the Certificates". We
may decide not to deduct the charge from Sub-account values attributable to
a Certificate issued in an internal exchange or transfer of an annuity
contract from our general account.
Deductions for Surrender Charge
We do not deduct a sales charge from the Certificate when you purchase it.
We may deduct such a charge if you make a withdrawal from your Certificate.
To determine whether we will deduct a surrender charge on a withdrawal, we
maintain a separate set of records. These records identify the date and
amount of each purchase payment you have made and the Certificate Value
over time. This allows us to determine if a charge is due with respect to a
withdrawal from a particular purchase payment.
You may make partial withdrawals during the Accumulation Period without
incurring a surrender charge. During the first Certificate Year, you may
withdraw an amount up to the Certificate's earnings. Earnings equal the
Certificate Value at the time of withdrawal, less purchase payments not
previously withdrawn. Beginning with the second Certificate Year, you may
withdraw earnings, and up to an amount equal to 10% of the Certificate
Value on the prior Certificate Anniversary, less earnings. In each Year, we
will deduct a surrender charge with respect to any portion of your
withdrawals in excess of these "free withdrawal amounts".
We will deduct the excess withdrawal amount in any Certificate Year from
the purchase payments beginning with the oldest payment until we have
deducted the full amount.
The amount of the surrender charge for each purchase payment from which an
excess withdrawal is deducted will equal the amount so deducted multiplied
by the applicable percentage for the number of years that have elapsed from
the date of the purchase payment to the date of surrender. We measure years
from the date of each purchase payment you make. The applicable percentages
for each year are 7% during the first year, and decreasing by 1% each
following year until the percentage is 0%. We will deduct the surrender
charges from the Sub-accounts and the Fixed Account in the same manner as
we deduct the amount you withdraw.
The surrender charge is used to cover the expenses of selling the
Certificate, including compensation paid to selling dealers and the cost of
sales literature. We pay any expenses not covered by the charge from our
general account, which may include monies deducted from the Variable
Account for the mortality and expense risk charge.
We will waive the surrender charge in the event a Covered Person is
confined in a medical facility in accordance with the provisions and
conditions of an endorsement to the Certificate relating to such
confinement.
The surrender charge is not applicable to Certificates issued to our
employees and other persons specified in "Sales of the Certificates".
We may reduce or change any surrender charge percentage to 0% under a
Certificate issued in an internal exchange or transfer of an annuity
contract from our general account.
Under the "Systematic Withdrawal Program" on page ____ and under other
permitted circumstances, we may allow the 10% "free withdrawal amount" to
be available in the first Certificate Year.
Deductions for Transfers of Variable Account Value
The Certificate allows us to charge a transfer fee. Currently, we do not
charge such a fee. We will notify you prior to the imposition of any fee
and the fee will not exceed $25.
Deductions for Premium Taxes
We deduct the amount of any premium taxes required by any state or
governmental entity. Currently, we deduct premium taxes from Certificate
Value upon full surrender (including a surrender for the Death Benefit) or
annuitization. The actual amount of any such premium taxes will depend,
among other things, on the type of Certificate you purchase (Qualified or
Non-Qualified), on your state of residence, the state of residence of the
Annuitant, and the insurance tax laws of such states. For New York
Certificates, the current premium tax rate is 0%.
Deductions for Income Taxes
We will deduct income taxes from any amount payable under the Certificate
that a governmental authority requires us to withhold. See "Income Tax
Withholding" and "Tax-Sheltered Annuities".
Total Variable Account Expenses
Total Variable Account expenses you will incur will be the certificate
maintenance charge, the mortality and expense risk charge, the daily
distribution charge, and, if applicable a tax charge factor. (See "Net
Investment Factor".)
The value of the assets in the Variable Account will reflect the value of
Eligible Fund shares and the deductions and expenses paid out of the assets
of the Eligible Funds. The prospectus for the Eligible Fund describes these
deductions and expenses.
Certificate Value Deductions
The certificate maintenance charge, surrender charge, transfer fee and
premium taxes are each calculated independent of the other charges for
purposes of determining the applicable charge amount and/or whether a
charge waiver applies. Next, each charge amount is then deducted from the
appropriate value under the Certificate.
The above approach can be contrasted with a processing order that
calculates a particular charge first and then deducts it from the
appropriate value, then calculates another charge on the new net value and
deducts that charge, and so on until all charges are calculated and
deducted. As a result, the amount of a particular charge could vary
depending on whether it was determined first, second, third, etc. We do not
use this approach.
OTHER SERVICES
The Programs. We offer the following optional investment-related programs
under your Certificate which are only available prior to the Income Date:
o dollar cost averaging;
o asset allocation;
o systematic investment; and
o systematic withdrawal.
A rebalancing program is available before and after the Income Date.
Under each program that uses transfers, the transfers between and among Sub-
accounts and the Fixed Account are not counted as one of the 12 free
transfers. Each of the programs has its own requirements, as discussed
below. We reserve the right to terminate any program.
If you have submitted a telephone authorization form, you may make certain
changes by telephone. For those programs involving transfers, you may
change instructions by telephone with regard to which Sub-account value or
Fixed Account Value may be transferred. We describe the current conditions
and procedures in Appendix B.
Dollar Cost Averaging Program. Under the program, we make automatic
transfers of Accumulation Units on a periodic basis out of the Stein Roe
Money Market Sub-account or the One-Year Guarantee Period into one or more
of the other available Sub-accounts you select. The program allows you to
invest in the Sub-accounts over time rather than all at once. The program
is available for purchase payments and amounts transferred into the Stein
Roe Money Market Sub-account or the One-Year Guarantee Period. We reserve
the right to limit the number of Sub-accounts you may choose; currently,
there are no limits.
If you wish to participate in the program you must specify in writing the
Stein Roe Money Market Sub-account or the One-Year Guarantee Period from
which you want the transfers made. You must also tell us the monthly
amount you want transferred (minimum $100) and the Sub-account(s) to which
you want the transfers made. The first transfer will occur at the close of
the valuation period designated by us that is within 30 days after we
receive your request. Each subsequent periodic transfer will occur at the
close of the same valuation period one month later. For example, if you
select monthly transfers and the first transfer occurs on April 8, the
second transfer will occur at the close of the valuation period that
includes May 8. When the remaining value is less than the monthly transfer
amount, we will transfer that remaining value and the program will end.
Before this final transfer, you may extend the program by allocating
additional purchase payments, or by transferring Certificate Value, to the
Stein Roe Money Market Sub-account or the One-Year Guarantee Period.
You may change the monthly amount you want transferred, the Sub-account(s)
to which you want transfers made, or end the program. The program will
automatically end on the Income Date. We reserve the right to end the
program at any time by sending you a notice one month in advance.
We must receive your written or telephone instructions by 4:00 PM Eastern
Time of the business day before the next scheduled transfer in order for
the new instructions to be in effect for that transfer. We establish
conditions and procedures for telephone instructions for dollar cost
averaging from time to time. The current conditions and procedures appear
in Appendix B, and you will be notified prior to any changes.
We may from time to time offer a variation of the program described above
that applies only to your initial purchase payment and that makes transfers
to the Sub-account(s) you select from a One-Year Guarantee Period that is
only available with dollar cost averaging. This One-Year Guarantee Period
will have a higher interest rate than the regular One-Year Guarantee
Period. We set the transfer time period(s) that you may select which is
generally 6 or 12 months.
We calculate the monthly transfer amount by dividing the purchase payment
amount allocated to the One-Year Guarantee Period by the number of months
in the transfer time period. The last monthly transfer amount also includes
all the interest credited to the One-Year Guarantee Period over the
transfer time period. You may not change the transfer time period and/or
the monthly transfer amount.
Asset Allocation Program. The following five asset allocation model
portfolios for the Certificate have been separately developed by Ibbotson
Associates and Standard & Poor's:
o Model A -- Capital Preservation,
o Model B -- Income and Growth,
o Model C -- Moderate Growth,
o Model D -- Growth, and
o Model E -- Aggressive Growth.
If you choose one of the models, we will allocate your initial and
subsequent purchase payments among the specific Sub-accounts used in the
model you selected based on the model's Sub-account percentages.
Before choosing any model for your Certificate, you should review its Sub-
account allocations to determine that they correspond to your risk
tolerance and time horizons. An optional questionnaire and scoring system
is available to help you determine the model you may wish to select.
For any particular model, the percentage allocations of its Sub-accounts
and the type of broad asset class (e.g., stocks, bonds) of each Sub-account
determines the model's percentage allocations among the broad asset
classes. These percentage allocations among Sub-accounts and broad asset
classes under your Certificate may differ from those used in the same five
models offered under another certificate of ours that are described in
other prospectuses.
Periodically Ibbotson Associates and Standard & Poor's will review the
models and may determine that a reconfiguration of the Sub-accounts and
percentage allocations among those Sub-accounts is appropriate. You will
receive notification prior to any reconfiguration.
The Fixed Account is not available in any asset allocation model. You may
allocate initial or subsequent purchase payments, or Certificate Value,
between an asset allocation model and the Fixed Account.
Rebalancing Program. Rebalancing allows you to maintain the percentage of
your Certificate Value allocated to each Sub-account at a pre-set level.
Over time, the variations in each Sub-account's investment results will
shift the balance of your Certificate Value allocations. Under the
rebalancing program, each period, if the allocations change from your
desired percentages, we will automatically transfer your Certificate Value,
including new purchase payments (unless you tell us otherwise), back to the
percentages you specify. Rebalancing maintains your percentage allocations
among Sub-accounts, although it is accomplished by reducing your
Certificate Value allocated to the better performing Sub-accounts.
You may choose to have rebalancing done on a quarterly basis. We will
automatically rebalance the Certificate Value of each Sub-account on the
last day of the calendar quarter to match your current percentage
allocations. We will not charge a transfer fee for rebalancing.
Generally, you may change your allocation percentages, choice of Sub-
accounts, or terminate the program at any time by notifying us in writing.
We must receive your changes 10 days before the end of the calendar
quarter.
Certificate Value allocated to the Fixed Account is not included in the
rebalancing program. After the Income Date, the rebalancing program applies
only to variable annuity payments, and we will rebalance the number of
Annuity Units in each Sub-account. Annuity Units are used to calculate the
amount of each annuity payment.
If your total Certificate Value subject to rebalancing falls below any
minimum value that we may establish, we may prohibit or limit your use of
rebalancing. We may change, terminate, limit or suspend rebalancing at any
time.
Systematic Investment Program. You may make purchase payments for Non-
Qualified Certificates through monthly deductions from your bank account or
payroll. You may elect this program by completing and returning a
systematic investment program application and authorization form to us. You
may obtain an application and authorization form from us or your sales
representative. There is a current minimum of $50 per payment for the
program.
Systematic Withdrawal Program. To the extent permitted by law, if you
enroll in the systematic withdrawal program, we will make monthly,
quarterly, semi-annual or annual distributions directly to you. We will
treat such distributions for federal tax purposes as any other withdrawal
or distribution of Certificate Value. We will also treat such distributions
as partial withdrawals for all purposes under the Certificate, including
the calculation of the amount you would receive if you revoke the
Certificate under the "Right to Revoke" provision. You may make systematic
withdrawals from any Sub-accounts or any Guarantee Period of the Fixed
Account. However, any withdrawal from a Guarantee Period with an original
length of three or more years may be subject to a market value adjustment
(see Appendix A).
In each Certificate Year, your systematic withdrawals and any additional
partial withdrawals you make outside the program will not incur a surrender
charge if the withdrawals do not exceed the "free withdrawal amounts" (see
"Deductions for Surrender Charge"). If any portion of those withdrawals
exceeds the "free withdrawal amounts", the excess amount, if any, is:
(a) In the first Certificate Year, the amount of each partial
withdrawal either under or outside the program which is greater
than any earnings of the Certificate at the time of the
withdrawal, and
(b) In the second or later Certificate Year, any portion of the
current withdrawal amount which is greater than any earnings at
the time of the withdrawal and which, when added to any similar
excess portion of each prior withdrawal made in the same year
either under or outside the program, is greater that the 10%
"free withdrawal amount".
For the first systematic withdrawal payment type (Percentage Method)
described in Appendix C, the prior paragraph will be modified in three ways
only for withdrawals occurring in the first Certificate Year. First, the
"free withdrawal amounts" shall include the Certificate's standard first-
year amount of earnings plus a special additional amount equal to 10% of
the Certificate Value on the date of the first systematic withdrawal, less
earnings. Second, (b) in the prior paragraph, instead of (a), shall apply
in the first Certificate Year. Third, if you revoke the program in the
first Certificate Year, then any subsequent partial withdrawals will
immediately become subject to the standard first-year rule in (a) above
that the "free withdrawal amount" is only earnings.
Unless you specify the Sub-account(s) or the Fixed Account from which you
want withdrawals of Certificate Value made, or if the amount in a specified
Sub-account is less than the predetermined amount, we will make withdrawals
under the program in the manner specified for partial withdrawals in
"Partial Withdrawals and Surrender". We will process all Sub-account
withdrawals under the program by canceling Accumulation Units equal in
value to the amount to be distributed to you and to the amount of any
applicable surrender charge.
You may combine the program with all other programs except the systematic
investment program.
It may not be advisable to participate in the systematic withdrawal program
and incur a surrender charge and income taxes when making additional
purchase payments under the Certificate.
Appendix C describes the systematic withdrawal program in greater detail,
including the five payment types currently available.
THE CERTIFICATES
Variable Account Value
The Variable Account Value for a Certificate is the sum of the value of
each Sub-account to which you have allocated values. We determine the value
of each Sub-account at any time by multiplying the number of Accumulation
Units attributable to that Sub-account by its Accumulation Unit value.
Each purchase payment you make results in the credit of additional
Accumulation Units to your Certificate and the appropriate Sub-account. The
number of additional units for any Sub-account will equal the amount
allocated to that Sub-account divided by the Accumulation Unit value for
that Sub-account at the time of investment.
Valuation Periods
We determine the value of the Variable Account each valuation period using
the net asset value of the Eligible Fund shares. A valuation period is the
period generally beginning at 4:00 P.M. (EST), or any other time for the
close of trading on the New York Stock Exchange, and ending at the close of
trading for the next business day. The New York Stock Exchange is currently
closed on weekends, New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.
Net Investment Factor
Your Variable Account Value will fluctuate with the investment results of
the underlying Eligible Funds you have selected. In order to determine how
these fluctuations affect value, we use an Accumulation Unit value. Each
Sub-account has its own Accumulation Units and value per unit. We determine
the unit value applicable during any valuation period at the end of that
period.
When we first purchased Eligible Fund shares on behalf of the Variable
Account, we valued each Accumulation Unit at a specified dollar amount. The
Unit value for each Sub-account in any valuation period thereafter is
determined by multiplying the value for the prior period by a net
investment factor. This factor may be greater or less than 1.0; therefore,
the Accumulation Unit may increase or decrease from valuation period to
valuation period. We calculate a net investment factor for each Sub-account
according to the following formula (a b) - c, where:
(a) is equal to:
(i) the net asset value per share of the Eligible Fund at the end of
the valuation period; plus
(ii) the per share amount of any distribution the Eligible Fund made
if the "ex-dividend" date occurs during that same valuation
period.
(b) is the net asset value per share of the Eligible Fund at the end of
the prior valuation period.
(c) is equal to:
(i) the valuation period equivalent of the mortality and expense
risk charge; plus
(ii) the valuation period equivalent of the daily distribution
charge; plus
(iii) a charge factor established by us for any taxes resulting
from the operations of that Sub-account (currently zero).
For Certificates issued to our employees and other persons specified in
"Sales of the Certificates", the mortality and expense risk charge in
(c)(i) above is .35% and the daily distribution charge in (c)(ii) above is
eliminated. We may eliminate the daily distribution charge in (c)(ii) above
for certain Certificates we issue in an internal exchange or transfer.
Modification of the Certificate
Only our President or Secretary may agree to alter the Certificate or waive
any of its terms. A change may be made to the Certificate if there have
been changes in applicable law or interpretation of law. Any changes will
be made in writing and with your consent, except as may be required by
applicable law.
Right to Revoke
You may return the Certificate within 10 days after you receive it by
delivering or mailing it to us. The postmark on a properly addressed and
postage-prepaid envelope determines if a Certificate is returned within the
period. We will treat the returned Certificate as if we never issued it and
we will refund the Certificate Value.
DEATH PROVISIONS FOR NON-QUALIFIED CERTIFICATES
Death of Primary Owner, Joint Owner or Annuitant
If, the Certificate is In Force, you, any joint Certificate Owner or the
Annuitant dies, we will treat the Designated Beneficiary as the Certificate
Owner after such a death. The Designated Beneficiary will be the first
person among the following who is alive on the date of death: you; the
joint Certificate Owner; the primary beneficiary; the contingent
beneficiary; and if none of the prior persons are alive, your estate. If
you and the joint Certificate Owner are both alive, both of you will be the
Designated Beneficiary.
If the Annuitant was the decedent and he or she was not a Certificate
Owner, and you and any Joint Certificate Owner are all natural persons, the
Designated Beneficiary may surrender the Certificate after the Annuitant's
death for the Death Benefit. If the Designated Beneficiary elects instead
to continue the Certificate until another death occurs, the Designated
Beneficiary may surrender the Certificate for the Death Benefit after that
death. All of "Death Provisions", including this paragraph which gives the
Designated Beneficiary the option of surrendering or continuing the
Certificate after the death of a non-Owner Annuitant, will apply to that
subsequent death. If the Certificate is continued after the death of a non-
Owner Annuitant, (a) the new Annuitant will be any living contingent
Annuitant, or the person you designate in writing within 60 days of death,
or you and (b) you will continue to be the Certificate Owner and treated as
the Designated Beneficiary.
The following two paragraphs apply if the decedent is the Certificate Owner
or any joint Certificate Owner and the second paragraph applies if there is
a non-natural Certificate Owner such as a trust and the decedent is the
Annuitant.
If the decedent's surviving spouse is the sole Designated Beneficiary, he
or she will automatically become the new sole primary Certificate Owner as
of the decedent's date of death. If the decedent was the Annuitant, the new
Annuitant will be any living contingent annuitant, otherwise the surviving
spouse. If the surviving spouse does not surrender the Certificate for the
Death Benefit, it will continue until he or she or the Annuitant, if a
different person, dies. Except for this paragraph, all of "Death Provisions
for Non-Qualified Certificates" will apply to that subsequent death.
In all other cases (i.e., either when a sole Designated Beneficiary is
other than the decedent's surviving spouse or when there is more than one
Designated Beneficiary), the Death Benefit will apply whether the
Designated Beneficiary chooses to surrender the Certificate or continue it
for a period not to exceed five years from the date of death. During this
continuation period, the Designated Beneficiary may exercise all ownership
rights, including the right to make transfers or partial withdrawals and/or
the right to totally surrender the Certificate for its Certificate
Withdrawal Value. If the Certificate is still in effect at the end of the
five-year continuation period, we will automatically end it then by paying
the Certificate Value less any premium taxes to the Designated Beneficiary.
If the Designated Beneficiary is not alive then, we will pay any person(s)
named by the Designated Beneficiary in writing; otherwise we will pay the
Designated Beneficiary's estate.
Death Benefit
The Covered Persons shall be you, any joint Certificate Owner, and the
Annuitant. If there is a non-natural Certificate Owner such as a trust, the
Annuitant shall be the sole Covered Person.
We will calculate the Death Benefit when the first Covered Person dies
while the Certificate is In Force and we have received due proof of death
and a written request from the Designated Beneficiary to surrender or
continue the Certificate. In the following two instances, if the Designated
Beneficiary elects to continue the Certificate rather than surrender it,
the Death Benefit calculation will not occur and will automatically be
deferred to a subsequent death:
o when the decedent's surviving spouse is the sole Designated
Beneficiary; if he or she chooses to continue the Certificate
rather than surrender it for the Death Benefit, the Death Benefit
may be calculated following the death of that surviving spouse or
the Annuitant, if different; and
o when the decedent is a non-Owner Annuitant and you and any joint
Certificate Owner(s) are all natural persons; if you choose to
continue the Certificate rather than surrender it for the Death
Benefit, the Death Benefit may be calculated following your
death, the death of any joint Certificate Owner, or the new
Annuitant.
We will calculate the Death Benefit only once during the life of your
Certificate. The Death Benefit is the greatest of the following three
amounts at the time we receive due proof of death and the Designated
Beneficiary's election request in writing:
o the current "net purchase payment death benefit",
o the current "greatest Anniversary value", or
o the current Certificate Value.
The Death Benefit amount does not change your Certificate Value at any time
prior to the death of a Covered Person and does so after such a death only
under the conditions described below.
If the Designated Beneficiary is surrendering the Certificate for the Death
Benefit, we will pay the greatest of the three amounts defined above less
any premium taxes. If (a) the Designated Beneficiary is continuing the
Certificate and the Death Benefit calculation is applicable to that
continuation and (b) on the date we receive due proof of death and the
written election to continue the Certificate, the current "net purchase
payment death benefit" and/or the current "greatest Anniversary value" is
greater than the current Certificate Value, then we will add the higher
difference in amounts to the current Certificate Value. We allocate this
additional amount to the Variable Account and/or the Fixed Account based on
the current purchase payment allocation selection then in effect.
Net Purchase Payment Death Benefit. The "net purchase payment death
benefit" is:
o the initial purchase payment, plus
o any additional purchase payments made prior to the Death Benefit
calculation date, less
o any partial withdrawals (including any applicable surrender
charges) made prior to the Death Benefit calculation date.
We calculate the "net purchase payment death benefit" daily for each
Covered Person so that it will be available if the Death Benefit
calculation is applicable to that person's death.
Greatest Anniversary Value. On the Certificate Date, we will determine if
any Covered Person is age 80 or older. If so, the "greatest Anniversary
value" will not apply upon his or her death. Thus, for purposes of the
calculation of the Death Benefit, described in "Standard Death Benefit"
above, the "greatest Anniversary value" shall be zero. This zero treatment
effectively changes the Death Benefit applicable to the particular Covered
Person from the greatest of three defined amounts to the greater of just
two of those amounts.
If any Covered Person is under age 80 on the Certificate Date, we calculate
the "greatest Anniversary value" on Certificate Anniversaries with
adjustments between Certificate Anniversaries if you make a purchase
payment or partial withdrawal. We do this calculation for each Covered
Person under the age of 80 on the Certificate Date so that the "greatest
Anniversary value" will be available if the Death Benefit calculation is
applicable to that person's death. The "greatest Anniversary value" for
each applicable Covered Person initially equals the Certificate Value on
the first Certificate Anniversary. Then, each following day in the second
Certificate Year, we will adjust the "greatest Anniversary value" by adding
any additional purchase payments made that day, and subtracting the
following amount for each partial withdrawal made that day:
o the amount of the partial withdrawal (including any applicable
surrender charge),
o divided by the Certificate Value immediately before the withdrawal,
and
o multiplied by the "greatest Anniversary value" immediately before
the withdrawal.
On the second and each subsequent Certificate Anniversary, we compare the
current Certificate Value to the "greatest Anniversary value", adjusted as
described above if you made any purchase payments and/or partial
withdrawals during the Certificate Year ending on that Certificate
Anniversary. If the current Certificate Value exceeds the adjusted
"greatest Anniversary value", the current Certificate Value will become the
new "greatest Anniversary value". Except for the two instances relating to
adding or changing a Covered Person that are described in the last two
paragraphs of this section, our last Certificate Anniversary calculation
for each applicable Covered Person will occur:
o If the Covered Person dies prior to his or her 81st birthday, on
the Certificate Anniversary before that person's death, or
o If the Covered Person dies on or after his or her 81st birthday, on
the Certificate Anniversary before his or her 81st birthday.
On the last Certificate Anniversary specified in the prior two sentences
that is applicable to a Covered Person, we will set that Covered Person's
last "greatest Anniversary value" equal to the greater of his or her
current Certificate Value and the adjusted "greatest Anniversary value".
Between the last Certificate Anniversary and the date of death, the last
"greatest Anniversary value" for each applicable Covered Person will not
change unless you make purchase payments and/or partial withdrawals, in
which case the person's last value will be adjusted as described above.
Between the date of death and the calculation of the Death Benefit upon
receipt of the Designated Beneficiary's request to surrender or continue
the Certificate for the Death Benefit, the "greatest Anniversary value" for
each applicable Covered Person last determined before death under the prior
sentence will not change unless you make purchase payments and/or partial
withdrawals, in which case the person's value will be further adjusted on a
dollar-for-dollar basis as described above for the "net purchase payment
death benefit".
If (a) at least one current Covered Person has not yet reached the
Certificate Anniversary before his or her 81st birthday and (b) you either
add or replace any Covered Person with a person who is age 80 or older as
of the Certificate Date, the "greatest Anniversary value" will not apply
upon the new Covered Person's death. Thus, for purposes of the calculation
of the Death Benefit described in "Death Benefit" above, the "greatest
Anniversary value" shall be zero. This zero treatment effectively changes
the Death Benefit applicable to the new Covered Person from the greatest of
three defined amounts to the greater of only two of those amounts.
If each Covered Person lives until the Certificate Anniversary before his
or her 81st birthday and then you add or replace a Covered Person, the
current "greatest Anniversary value" for the youngest of the other Covered
Persons will become the "greatest Anniversary value" for the new Covered
Person. If this value is zero, it will never change from zero; this zero
treatment effectively changes the Death Benefit applicable to the new
Covered Person from the greatest of three defined amounts to the greater of
only two of those amounts. If the "greatest Anniversary value" for the new
Covered Person is greater than zero, it will not change unless you make
purchase payments and/or partial withdrawals, in which case we will adjust
the value in the same manner as is described in the two paragraphs above
that begin with "Between".
Systematic Withdrawal and Systematic Investment Programs. After we receive
due proof of death or receive information about a death that we reasonably
believe to be true, we will end any systematic withdrawal program and/or
systematic investment program except as follows:
o for systematic withdrawals, the Designated Beneficiary is a
Certificate Owner who requested us to begin the program and/or has
been the sole or joint recipient of the payments
o for systematic investments, the decedent is a non-owner Annuitant.
If we end your systematic withdrawal program based on the above but have
paid any systematic withdrawal(s) after death to a person other than the
Designated Beneficiary, we will use reasonable efforts to get the recipient
to return the systematic withdrawal amount(s) so that it may be paid to the
Designated Beneficiary or added to the Certificate Value if the Designated
Beneficiary elects to continue the Certificate. If the recipient does not
return the payment(s), we are not responsible to pay the Designated
Beneficiary for those payments.
Payment of Death Benefit
Instead of receiving a lump sum, you or any Designated Beneficiary may
direct us in writing to pay any surrender Death Benefit of $5,000 or more
under an annuity payment option that meets the following:
o the first payment to the Designated Beneficiary must be made no
later than one year after the date of death;
o payments must be made over the life of the Designated Beneficiary
or over a period not extending beyond that person's life
expectancy; and
o any payment option that provides for payments to continue after the
death of the Designated Beneficiary will not allow the successor
payee to extend the period of time during which the remaining
payments are to be made.
DEATH PROVISIONS FOR QUALIFIED CERTIFICATES
If the Annuitant dies while the Certificate is In Force, the Designated
Beneficiary will control the Certificate. If the Designated Beneficiary
chooses in writing to surrender the Certificate for the Death Benefit, we
will pay the greatest of the three amounts determined in "Death Benefit"
above, less any premium taxes. This surrendered Death Benefit may be
applied to an annuity payment option in accordance with "Payment of Death
Benefit" above.
If the Annuitant's surviving spouse is the sole Designated Beneficiary and
he or she chooses to continue the Certificate instead of surrendering it
for the Death Benefit, the Death Benefit will be calculated following his
or her death in the same manner as the non-qualified Certificate Death
Benefit.
If any other Designated Beneficiary chooses to continue the Certificate
instead of surrendering it for the Death Benefit, both the Death Benefit
calculation and any addition to the current Certificate Value will be
handled in the same manner as the non-qualified Certificate Death Benefit.
The Certificate may continue for the time period permitted by the Internal
Revenue Code provisions applicable to the particular Qualified Plan.
During this continuation period, the Designated Beneficiary may exercise
all ownership rights, including the right to make transfers or partial
withdrawals or the right to totally surrender the Certificate for its
Certificate Withdrawal Value. If the Certificate is still in effect at the
end of the continuation period, we will automatically end it then by paying
the Certificate Value less any premium taxes to the Designated Beneficiary.
If the Designated Beneficiary is not alive then, we will pay any person(s)
named by the Designated Beneficiary in writing; otherwise we will pay the
Designated Beneficiary's estate.
CERTIFICATE OWNERSHIP
The Certificate Owner shall be the person designated in the application and
you may exercise all the rights of the Certificate. Joint Certificate
Owners are permitted. Contingent Certificate Owners are not permitted.
You may direct us in writing to change the Certificate Owner, primary
beneficiary, contingent beneficiary or contingent annuitant. An irrevocably-
named person may be changed only with the written consent of that person.
Because a change of Certificate Owner by means of a gift may be a taxable
event, you should consult a competent tax adviser as to the tax
consequences resulting from such a transfer.
Any Qualified Certificate may have limitations on transfer of ownership.
You should consult the plan administrator and a competent tax adviser as to
the tax consequences resulting from such a transfer.
ASSIGNMENT
You may assign the Certificate at any time. You must file a copy of any
assignment with us. Your rights and those of any revocably-named person
will be subject to the assignment. A Qualified Certificate may have
limitations on your ability to assign the Certificate.
Because an assignment may be a taxable event, you should consult a
competent tax adviser as to the tax consequences resulting from any such
assignment.
PARTIAL WITHDRAWALS AND SURRENDER
You may make partial withdrawals from the Certificate by notifying us in
writing. The minimum withdrawal amount is $300. We may permit a lesser
amount with the systematic withdrawal program. If the Certificate Value
after a partial withdrawal would be below $2,500, we will treat the request
as a withdrawal of only the amount over $2,500. The amount withdrawn will
include any applicable surrender charge and may be greater than the amount
of the surrender check requested. Unless you specify otherwise, we will
deduct the total amount withdrawn from all Sub-accounts of the Variable
Account in the ratio that the value in each Sub-account bears to the total
Variable Account Value. If there is no or insufficient value in the
Variable Account, the amount surrendered, or the insufficient portion, will
be deducted from the Fixed Account in the ratio that each Guarantee
Period's value bears to the total Fixed Account Value.
You may totally surrender the Certificate by notifying us in writing.
Surrendering the Certificate will end it. Upon surrender, you will receive
the Certificate Withdrawal Value.
We will pay the amount of any surrender within seven days of receipt of
your request. Alternatively, you may purchase for yourself an annuity
payment option with any surrender benefit of at least $5,000. If the
Certificate Owner is not a natural person, we must consent to the selection
of an annuity payment option.
You may not surrender annuity options based on life contingencies after
annuity payments have begun. You may surrender Option A, described in
"Annuity Options" below, which is not based on life contingencies, if you
have selected a variable payout.
Because of the potential tax consequences of a full or partial surrender,
you should consult a competent tax adviser regarding a surrender.
ANNUITY PROVISIONS
Annuity Benefits
If the Annuitant is alive on the Income Date and the Certificate is In
Force, we will begin payments to the Annuitant under the Annuity Option or
Options you have chosen. We determine the amount of the initial payment(s)
on the Income Date by using the following formula:
o your Certificate Value,
o plus any positive or negative market value adjustment
applicable to any Fixed Account Value (see Appendix A),
o less any premium taxes not previously deducted, and
o less any applicable certificate maintenance charge on the Income
Date.
Annuity Option and Income Date
You may select an Annuity Option and Income Date at the time of
application. If you do not select an Annuity Option, we automatically
choose Option B. If you do not select an Income Date for the Annuitant, the
Income Date will automatically be the earlier of:
o the later of the Annuitant's 90th birthday and the 10th Certificate
Anniversary, and
o any maximum date permitted under state law.
Change in Annuity Option and Income Date
You may choose or change an Annuity Option or the Income Date by writing to
us at least 30 days before the Income Date. However, any Income Date must
be:
o for fixed annuity options, not earlier than the first Certificate
Anniversary, and
o not later than the earlier of
(i) the later of the Annuitant's 90th birthday and the 10th
Certificate Anniversary and
(ii) any maximum date permitted under state law.
Annuity Options
The Annuity Options are:
Option A: Income for a Fixed Number of Years;
Option B: Life Income with 10 Years of Payments Guaranteed; and
Option C: Joint and Last Survivor Income.
You may arrange other options if we agree. Each option is available in two
forms - as a variable annuity for use with the Variable Account and as a
fixed annuity for use with our general account Fixed Account. Variable
annuity payments will fluctuate. Fixed annuity payments will not fluctuate.
We determine the dollar amount of each fixed annuity payment by:
(a) deducting from the Fixed Account Value, increased or decreased by
a market value adjustment described in Appendix A, any
premium taxes not previously deducted and any applicable
certificate maintenance charge;
(b) dividing the remainder by $1,000; and
(c) multiplying the result by the greater of:
(i) the applicable factor shown in the appropriate table in
the Certificate; and
(ii) the factor we currently offer at the time annuity
payments begin. We may base this current factor on the sex
of the payee unless we are prohibited by law from doing so.
If you do not select an Annuity Option, we will automatically apply Option
B. Unless you choose otherwise, we will apply:
(a) Variable Account Value, less any premium taxes not previously
deducted and less any applicable certificate maintenance charge,
in its entirety to a variable annuity option, and
(b) Fixed Account Value, increased or decreased by a market
value adjustment described in Appendix A less any premium taxes
not previously deducted, to a fixed annuity option.
The same amount applied to a variable option and a fixed option will
produce a different initial annuity payment and different subsequent
payments.
The payee is the person who will receive the sum payable under a payment
option. Any payment option that provides for payments to continue after the
death of the payee will not allow the successor payee to extend the period
of time over which the remaining payments are to be made.
If the amount available under any variable or fixed option is less than
$5,000, we reserve the right to pay such amount in one sum to the payee in
lieu of the payment otherwise provided for.
We will make annuity payments monthly unless you have requested in writing
quarterly, semi-annual or annual payments. However, if any payment would be
less than $100, we have the right to reduce the frequency of payments to a
period that will result in each payment being at least $100.
Option A: Income For a Fixed Number of Years. We will pay an annuity for a
chosen number of years, not less than 5 nor more than 50. You may choose a
period of years over 30 only if it does not exceed the difference between
age 100 and the Annuitant's age on the date of the first payment. We refer
to Option A as Preferred Income Plan (PIP) when we are making variable
annuity payments. At any time while we are making variable annuity
payments, the payee may elect to receive the following amount:
(a) the present value of the remaining variable annuity payments,
commuted at the interest rate used to create the annuity factor
for this option (this interest rate for variable annuity payments
is also referred to as the assumed investment rate (AIR) or
benchmark rate and it is 5% per year, unless you chose 3% per
year when you selected the option; less
(b) any surrender charge due by treating the value defined in (a) as
a total surrender.
Instead of receiving a lump sum, the payee may elect another payment option
and we will not reduce the amount applied to the new option by the
surrender charge above.
If, at the death of the payee, Option A payments, whether variable or
fixed, have been made for fewer than the chosen number of years:
o we will continue payments during the remainder of the period to
the successor payee; or
o the successor payee may elect to receive in a lump sum the
present value of the remaining payments, commuted at the interest
rate used to create the annuity factor for this option.
The mortality and expense risk charge is deducted during the Option A
payment period if a variable payout has been selected, but we have no
mortality risk during this period.
You may choose a "level monthly" payment option for variable payments under
Option A. Under this option, we convert your annual payment into 12 equal
monthly payments. Thus the monthly payment amount changes annually instead
of monthly. We will determine each annual payment as described below in
"Variable Annuity Payment Values", place each annual payment in our general
account, and distribute it in 12 equal monthly payments. The sum of the 12
monthly payments will exceed the annual payment amount because of an
interest rate factor we use, which may vary from year to year but will not
be less than 2.0% per year. If the payments are commuted, we will use the
commutation method described above for calculating the present value of
remaining annual payments and use the interest rate that determined the
current 12 monthly payments to commute any unpaid monthly payments.
Currently, we permit the original payee to make a number of changes to
variable payments under Option A. No new change is permitted if a change
has occurred with the prior year (i.e., the prior 365 days). For regular
PIPs, the permissible changes, which can be made at any time followed by
the yearly waiting period, include:
o shortening or lengthening the period certain provided the payments
already made and those to be made meet the 5 - 50 year and age 100
limits described above;
o changing to a life option - note that this option does not allow
the payee to end the payments for a commuted value;
o changing to the "level monthly" option;
o changing the AIR or benchmark rate;
o changing the payment frequency; and
o changing the day of the month on which payment occurs.
For "level monthly" PIPs, the permissible changes, which can only be made
on the payment reset anniversary, include:
o shortening or lengthening the period certain provided the payments
already made and those to be made meet the 5 - 50 year and age 100
limits described above;
o changing to a life option - note that this option does not allow
the payee to end the payments for a commuted value;
o changing to the regular PIP option;
o changing the AIR or benchmark rate; and
o changing the day of the month on which payment occurs.
See "Annuity Payments" for the manner in which Option A may be taxed.
Option B: Life Income with 10 Years of Payments Guaranteed. We will pay an
annuity during the lifetime of the payee. If, at the death of the payee,
payments have been made for fewer than 10 years:
o we will continue payments during the remainder of the period to
the successor payee; or
o the successor payee may elect to receive in a lump sum the
present value of the remaining payments, commuted at the interest
rate used to create the annuity factor for this option. For the
variable annuity, this interest rate is 5% per year, unless you
chose 3% per year when you selected the option.
The amount of the annuity payments will depend on the age of the payee on
the Income Date and it may also depend on the payee's sex.
Option C: Joint and Last Survivor Income. We will pay an annuity for as
long as either the payee or a designated second natural person is alive.
The amount of the annuity payments will depend on the age of both persons
on the Income Date and it may also depend on each person's sex. It is
possible under this option to receive only one annuity payment if both
payees die after the receipt of the first payment, or to receive only two
annuity payments if both payees die after receipt of the second payment,
and so on.
Variable Annuity Payment Values
We determine the amount of the first variable annuity payment by using an
annuity purchase rate based on an assumed annual investment rate (AIR or
benchmark rate) of 5% per year, unless you choose 3% in writing. (See
"Variable Annuity Payment Values" in the Statement of Additional
Information for more information on AIRs.) Subsequent variable annuity
payments will fluctuate in amount and reflect whether the actual investment
return of the selected Sub-account(s) (after deducting the mortality and
expense risk charge) is better or worse than the assumed investment rate.
The total dollar amount of each variable annuity payment will be equal to:
(a) the sum of all Sub-account payments, less
(b) the pro-rata amount of the annual certificate maintenance charge.
(See "Deductions for Certificate Maintenance Charge" for the
circumstances under which this charge will be waived under
variable payments Option A.)
Currently, there is no limit on the number of times or the frequency with
which a payee may instruct us to change the Sub-account(s) used to
determine the amount of the variable annuity payments. Currently, there is
also no charge for such transfers.
Proof of Age, Sex, and Survival of Annuitant
We may require proof of age, sex or survival of any payee upon whose age,
sex or survival payments depend. If the age or sex has been misstated, we
will compute the amount payable based on the correct age and sex. If income
payments have begun, we will pay in full any underpayments with the next
annuity payment and deduct any overpayments, unless repaid in one sum,
from future annuity payments until we are repaid in full.
SUSPENSION OF PAYMENTS
We reserve the right to postpone surrender payments from the Fixed Account
for up to six months. We also reserve the right to suspend or postpone any
type of payment from the Variable Account for any period when:
o the New York Stock Exchange is closed other than customary weekend
or holiday closings;
o trading on the Exchange is restricted;
o an emergency exists as a result of which it is not reasonably
practicable to dispose of securities held in the Variable Account
or determine their value; or
o the Securities and Exchange Commission permits delay for the
protection of security holders. The applicable rules and
regulations of the Securities and Exchange Commission shall govern
as to whether the prior two conditions described above exist.
YEAR 2000 MATTERS
Many existing computer programs use only two digits to identify a year in
the date field. These programs were designed and developed without
considering the impact of the upcoming change in the century. If not
corrected, many computer applications could fail or create erroneous
results by or at the year 2000. This potential problem has become known as
the "Year 2000 issue". The Year 2000 issue affects virtually all companies
and organizations.
Computer applications that are affected by the Year 2000 issue could impact
our business functions in various ways, ranging from a complete inability
to perform critical business functions to a loss of productivity in varying
degrees. Likewise, the failure of some computer applications could have no
impact on critical business functions.
We are assessing and addressing the Year 2000 issue by implementing a four-
step plan. The first two steps involve conducting an inventory of all
computer applications which support our business functions and prioritizing
computer applications which are affected by the Year 2000 issue, based upon
the degree of impact each application has on the functioning of our
business units. The first two steps of the plan are substantially complete.
The final two steps of the four-step plan involve repairing and replacing
affected computer programs and testing them for Year 2000 readiness. For
computer applications which are "mission critical" (i.e., their failure
would result in our complete inability to perform critical business
functions), we expect to complete the final two steps of the plan by June
30, 1999. We expect to complete the repair and replacement of non-critical
computer applications by December 31, 1999.
We believe the Year 2000 issue could have a material impact on our
operations if we do not implement the four-step plan in a timely manner.
However, based upon our progress, we believe we will meet our timetable,
and the Year 2000 issue will not pose significant operational problems for
our computer systems.
We do not expect the cost of addressing the Year 2000 issue to be material
to our financial condition or results of operations.
TAX STATUS
Introduction
This discussion is general in nature and is not intended as tax advice.
Each person concerned should consult a competent tax adviser. We make no
attempt to consider any applicable state or other tax laws. Moreover, this
discussion is based upon our understanding of current federal income tax
laws as they are currently interpreted. We make no representation regarding
the likelihood of continuation of those current federal income tax laws or
of the current interpretations by the Internal Revenue Service.
The Certificate is for use by individuals in retirement plans which may or
may not be Qualified Plans under the provisions of the Internal Revenue
Code of 1986, as amended (the "Code"). The ultimate effect of federal
income taxes on the Certificate Value, on annuity payments, and on the
economic benefit to the Certificate Owner, Annuitant or Designated
Beneficiary depends on the type of retirement plan for which you purchase
the Certificate and upon the tax and employment status of the individual
concerned.
Taxation of Annuities in General
Section 72 of the Code governs taxation of annuities in general. There are
no income taxes on increases in the value of a Certificate until a
distribution occurs, in the form of a full surrender, a partial surrender,
an assignment or gift of the Certificate, or annuity payments. A trust or
other entity owning a Non-Qualified Certificate, other than as an agent for
an individual, is taxed differently; increases in the value of a
Certificate are taxed yearly whether or not a distribution occurs.
Surrenders, Assignments and Gifts. If you fully surrender your Certificate,
the portion of the payment that exceeds your cost basis in the Certificate
is subject to tax as ordinary income. For Non-Qualified Certificates, the
cost basis is generally the amount of the purchase payments made for the
Certificate. For Qualified Certificates, the cost basis is generally zero
and the taxable portion of the surrender payment is generally taxed as
ordinary income subject to special 5-year income averaging for lump-sum
distributions received before January 1, 2000. A Designated Beneficiary
receiving a lump sum surrender benefit after your death or the death of the
Annuitant is taxed on the portion of the amount that exceeds your cost
basis in the Certificate. If the Designated Beneficiary elects that the
lump sum not be paid in order to receive annuity payments that begin within
one year of the decedent's death, different tax rules apply. See "Annuity
Payments" below. For Non-Qualified Certificates, the tax treatment
applicable to Designated Beneficiaries may be contrasted with the income-
tax-free treatment applicable to persons inheriting and then selling mutual
fund shares with a date-of-death value in excess of their basis.
Partial withdrawals received under Non-Qualified Certificates prior to
annuitization are first included in gross income to the extent Certificate
Value exceeds purchase payments. Then, to the extent the Certificate Value
does not exceed purchase payments, such withdrawals are treated as a non-
taxable return of principal to you. For partial withdrawals under a
Qualified Certificate, payments are treated first as a non-taxable return
of principal up to the cost basis and then a taxable return of income.
Since the cost basis of Qualified Certificates is generally zero, partial
surrender amounts will generally be fully taxed as ordinary income.
If you assign or pledge a Non-Qualified Certificate, you will be treated as
if you had received the amount assigned or pledged. You will be subject to
taxation under the rules applicable to partial withdrawals or surrenders.
If you give away your Certificate to anyone other than your spouse, you are
treated for income tax purposes as if you had fully surrendered the
Certificate.
A special computational rule applies if we issue to you, during any
calendar year, two or more Certificates, or one or more Certificates and
one or more of our other annuity contracts. Under this rule, the amount of
any distribution includable in your gross income is determined under
Section 72(e) of the Code. All of the contracts will be treated as one
contract. We believe this means the amount of any distribution under any
one Certificate will be includable in gross income to the extent that at
the time of distribution the sum of the values for all the Certificates or
contracts exceeds the sum of each contract's cost basis.
Annuity Payments. We determine the non-taxable portion of each variable
annuity payment by dividing the cost basis of your values allocated to
Variable Account Value by the total number of expected payments. We
determine the non-taxable portion of each fixed annuity payment with an
"exclusion ratio" formula which establishes the ratio that the cost basis
of your values allocated to Fixed Account Value bears to the total expected
value of annuity payments for the term of the annuity. The remaining
portion of each payment is taxable. Such taxable portion is taxed at
ordinary income rates. For Qualified Certificates, the cost basis is
generally zero. With annuity payments based on life contingencies, the
payments will become fully taxable once the payee lives longer than the
life expectancy used to calculate the non-taxable portion of the prior
payments. Because variable annuity payments can increase over time and
because certain payment options provide for a lump sum right of
commutation, it is possible that the IRS could determine that variable
annuity payments should not be taxed as described above but instead should
be taxed as if they were received under an agreement to pay interest. This
determination would result in a higher amount (up to 100%) of certain
payments being taxable.
With respect to the "level monthly" payment option available under Annuity
Option A, pursuant to which each annual payment is placed in our general
account and paid out with interest in 12 equal monthly payments, it is
possible the IRS could determine that receipt of the first monthly payout
of each annual payment is constructive receipt of the entire annual
payment. Thus, the total taxable amount for each annual payment would be
accelerated to the time of the first monthly payout and reported in the tax
year in which the first monthly payout is received.
Following any change by the payee to variable annuity payments under Option
A, other than a change of the payment day of the month or a change from
regular PIP to "level monthly" PIP (or vice versa) where the remaining
payment length stays the same, the non-taxable portion of each payment will
be recalculated in accordance with IRS standards.
Penalty Tax. Payments received by you, Annuitants, and Designated
Beneficiaries under Certificates may be subject to both ordinary income
taxes and a penalty tax equal to 10% of the amount received that is
includable in income. The penalty tax is not imposed on the following
amounts received:
o after the taxpayer attains age 59-1/2;
o in a series of substantially equal payments made for life or life
expectancy;
o after the death of the Certificate Owner (or, where the Certificate
Owner is not a human being, after the death of the Annuitant);
o if the taxpayer becomes totally and permanently disabled; or
o under a Non-Qualified Certificate's annuity payment option that
provides for a series of substantially equal payments; provided
only that one purchase payment is made to the Certificate, that the
Certificate is not issued as a result of a Section 1035 exchange,
and that the first annuity payment begins in the first Certificate
Year.
Income Tax Withholding. We are required to withhold federal income taxes on
taxable amounts paid under Certificates unless the recipient elects not to
have withholding apply. We will notify recipients of their right to elect
not to have withholding apply. See "Tax-Sheltered Annuities" (TSAs) for an
alternative type of withholding that may apply to distributions from TSAs
that are eligible for rollover to another TSA or an individual retirement
annuity or account (IRA).
Section 1035 Exchanges. You may purchase a Non-Qualified Certificate with
proceeds from the surrender of an existing annuity contract. Such a
transaction may qualify as a tax-free exchange pursuant to Section 1035 of
the Code. It is our understanding that in such an event:
o the new Certificate will be subject to the distribution-at-death
rules described in "Death Provisions for Non-Qualified
Certificates";
o purchase payments made between August 14, 1982 and January 18, 1985
and the income allocable to them will, following an exchange, no
longer be covered by a "grandfathered" exception to the penalty tax
for a distribution of income that is allocable to an investment
made over 10 years prior to the distribution; and
o purchase payments made before August 14, 1982 and the income
allocable to them will, following an exchange, continue to receive
the following "grandfathered" tax treatment under prior law:
(i) the penalty tax does not apply to any distribution;
(ii) partial withdrawals are treated first as a non-taxable
return of principal and then a taxable return of income;
and
(iii) assignments are not treated as surrenders subject to
taxation. We base our understanding of the above
principally on legislative reports prepared by the Staff
of the Congressional Joint Committee on Taxation.
Diversification Standards. The U.S. Secretary of the Treasury has issued
regulations that set standards for diversification of the investments
underlying variable annuity contracts (other than pension plan contracts).
The Eligible Funds intend to meet the diversification requirements for the
Certificate, as those requirements may change from time to time. If the
diversification requirements are not satisfied, the Certificate will not be
treated as an annuity contract. As a consequence, income earned on a
Certificate would be taxable to you in the year in which diversification
requirements were not satisfied, including previously non-taxable income
earned in prior years. As a further consequence, we could be subjected to
federal income taxes on assets in the Variable Account.
The Secretary of the Treasury announced in September 1986 that he expects
to issue regulations which will prescribe the circumstances in which your
control of the investments of a segregated asset account may cause you,
rather than us, to be treated as the owner of the assets of the account.
The regulations could impose requirements that are not reflected in the
Certificate. We, however, have reserved certain rights to alter the
Certificate and investment alternatives so as to comply with such
regulations. Since no regulations have been issued, there can be no
assurance as to the content of such regulations or even whether application
of the regulations will be prospective. For these reasons, you are urged to
consult with your tax adviser.
Qualified Plans
The Certificate is for use with several types of Qualified Plans. The tax
rules applicable to participants in such Qualified Plans vary according to
the type of plan and the terms and conditions of the plan itself.
Therefore, we do not attempt to provide more than general information about
the use of the Certificate with the various types of Qualified Plans.
Participants under such Qualified Plans as well as Certificate Owners,
Annuitants, and Designated Beneficiaries are cautioned that the rights of
any person to any benefits under such Qualified Plans may be subject to the
terms and conditions of the plans themselves regardless of the terms and
conditions of the Certificate issued in connection therewith. Following are
brief descriptions of the various types of Qualified Plans and of the use
of the Certificate in connection with them. Purchasers of the Certificate
should seek competent advice concerning the terms and conditions of the
particular Qualified Plan and use of the Certificate with that Plan.
Tax-Sheltered Annuities
Section 403(b) of the Code permits public school employees and employees of
certain types of charitable, educational and scientific organizations
specified in Section 501(c)(3) of the Code to purchase annuity contracts
and, subject to certain contribution limitations, exclude the amount of
purchase payments from gross income for tax purposes. However, such
purchase payments may be subject to Social Security (FICA) taxes. This type
of annuity contract is commonly referred to as a "Tax-Sheltered Annuity"
(TSA).
Section 403(b)(11) of the Code contains distribution restrictions.
Specifically, benefits may be paid, through surrender of the Certificate or
otherwise, only:
(a) when the employee attains age 59-1/2, separates from service, dies
or becomes totally and permanently disabled (within the meaning of
Section 72(m)(7) of the Code) or
(b) in the case of hardship. A hardship distribution must be of
employee contributions only and not of any income attributable to
such contributions.
Section 403(b)(11) does not apply to distributions attributable to assets
held as of December 31, 1988. Thus, it appears that the law's restrictions
would apply only to distributions attributable to contributions made after
1988, to earnings on those contributions, and to earnings on amounts held
as of December 31, 1988. The Internal Revenue Service has indicated that
the distribution restrictions of Section 403(b)(11) are not applicable when
TSA funds are being transferred tax-free directly to another TSA issuer,
provided the transferred funds continue to be subject to the Section
403(b)(11) distribution restrictions.
If you have requested a distribution from a Certificate, we will notify you
if all or part of such distribution is eligible for rollover to another TSA
or to an individual retirement annuity or account (IRA). Any amount
eligible for rollover treatment will be subject to mandatory federal income
tax withholding at a 20% rate unless you direct us in writing to transfer
the amount as a direct rollover to another TSA or IRA.
Individual Retirement Annuities
Sections 408(b) and 408A of the Code permit eligible individuals to
contribute to an individual retirement program known as an "Individual
Retirement Annuity" and "Roth IRA", respectively. These individual
retirement annuities are subject to limitations on the amount which may be
contributed, the persons who may be eligible to contribute, and on the time
when distributions may commence. In addition, distributions from certain
types of Qualified Plans may be placed on a tax-deferred basis into a
Section 408(b) Individual Retirement Annuity.
Corporate Pension and Profit-Sharing Plans
Sections 401(a) and 403(a) of the Code permit corporate employers to
establish various types of retirement plans for employees. Such retirement
plans may permit the purchase of the Certificate to provide benefits under
the plans.
Deferred Compensation Plans With Respect to Service for State and Local
Governments
Section 457 of the Code, while not actually providing for a Qualified Plan
as that term is normally used, provides for certain deferred compensation
plans that enjoy special income tax treatment with respect to service for
tax-exempt organizations, state governments, local governments, and
agencies and instrumentalities of such governments. The Certificate can be
used with such plans. Under such plans, a participant may specify the form
of investment in which his or her participation will be made. However, all
such investments are owned by and subject to the claims of general
creditors of the sponsoring employer.
Annuity Purchases by Nonresident Aliens
The discussion above provides general information regarding federal income
tax consequences to annuity purchasers who are U.S. citizens or resident
aliens. Purchasers who are not U.S. citizens or resident aliens will
generally be subject to U.S. federal income tax and withholding on annuity
distributions at a 30% rate, unless a lower rate applies in a U.S. treaty
with the purchaser's country. In addition, purchasers may be subject to
state premium tax, other state and/or municipal taxes, and taxes that may
be imposed by the purchaser's country of citizenship or residence.
Prospective purchasers are advised to consult with a qualified tax adviser
regarding U.S., state, and foreign taxation with respect to an annuity
purchase.
VARIABLE ACCOUNT VOTING PRIVILEGES
In accordance with our view of present applicable law, we will vote the
shares of the Eligible Funds held in the Variable Account at regular and
special meetings of the shareholders of the Eligible Funds in accordance
with instructions received from persons having the voting interest in the
Variable Account. We will vote shares for which we have not received
instructions in the same proportion as we vote shares for which we have
received instructions.
However, if the Investment Company Act of 1940 or any regulation thereunder
should be amended or if the present interpretation should change, and as a
result we determine that we are permitted to vote the shares of the
Eligible Funds in our own right, we may elect to do so.
You have the voting interest under a Certificate prior to the Income Date.
The number of shares held in each Sub-account which are attributable to you
is determined by dividing your Variable Account Value in each Sub-account
by the net asset value of the applicable share of the Eligible Fund. The
payee has the voting interest after the Income Date under an annuity
payment option. The number of shares held in the Variable Account which are
attributable to each payee is determined by dividing the reserve for the
annuity payments by the net asset value of one share. During the annuity
payment period, the votes attributable to a payee decrease as the reserves
underlying the payments decrease.
We will determine the number of shares in which a person has a voting
interest as of the date established by the respective Eligible Fund for
determining shareholders eligible to vote at the meeting of the Fund. We
will solicit voting instructions in writing prior to such meeting in
accordance with the procedures established by the Eligible Fund.
Each person having a voting interest in the Variable Account will receive
periodic reports relating to the Eligible Fund(s) in which he or she has an
interest, proxy material and a form with which to give such voting
instructions.
SALES OF THE CERTIFICATES
Keyport Financial Services Corp. ("KFSC"), an affiliate, serves as the
principal underwriter for the Certificate described in this prospectus.
Salespersons who represent us as variable annuity agents will sell the
Certificates. Such salespersons are also registered representatives of
broker/dealers who have entered into distribution agreements with KFSC.
KFSC is registered under the Securities Exchange Act of 1934 and is a
member of the National Association of Securities Dealers, Inc. It is
located at 125 High Street, Boston, Massachusetts 02110.
A dealer selling the Certificate may receive up to 6.00% of purchase
payments, and additional compensation later based on the Certificate Value
attributable to those payments. The percentage may increase to 7.00% during
certain time periods Keyport Benefit and KFSC select. In addition, under
certain circumstances, we or certain of our affiliates, under a marketing
support agreement with KFSC, may pay certain sellers for other services not
directly related to the sale of the Certificates, such as special marketing
support allowances.
We may sell Certificates with lower or no dealer compensation to a person
who is an officer, director, or employee of ours or an affiliate of ours or
to any Qualified Plan established for such a person. Such Certificates may
be different from the Certificates sold to others in that they are not
subject to the deduction for the certificate maintenance charge, the asset-
based distribution charge or the surrender charge and they have a mortality
and expense risk charge of 0.35% per year.
We may sell Certificates with lower or no dealer compensation as part of an
exchange program for other fixed ("Old FA") and variable ("Old VA") annuity
contracts we previously issued. A Certificate issued in exchange for an Old
VA will be issued with an exchange endorsement. One effect of the
endorsement is that we will not assess a surrender charge under the Old VA
at the time of the exchange. We will calculate any surrender charge
assessed under the Certificate in relation to the initial purchase payment
(i.e., the amount exchanged) based on the actual time of each purchase
payment under the Old VA. The endorsement also provides that we will not
refund the amount described in "Right to Revoke" if the Certificate is
returned. Instead, we will return the Old VA to the owner and treat it as
if no exchange had occurred.
LEGAL PROCEEDINGS
There are no legal proceedings to which the Variable Account or the
Principal Underwriter are a party. We are engaged in various kinds of
routine litigation which, in our judgment, is not of material importance in
relation to our total capital and surplus.
INQUIRIES BY CERTIFICATE OWNERS
You may write us with questions about your Certificate to Keyport Benefit
Life Insurance Company, Service Office, 125 High Street, Boston, MA 02110,
or call (800) 367-3653.
TABLE OF CONTENTS--STATEMENT OF ADDITIONAL INFORMATION
Page
Keyport Benefit Life Insurance Company 2
Variable Annuity Benefits 2
Variable Annuity Payment Values 2
Re-Allocating Sub-account Payments 3
Safekeeping of Assets 4
Principal Underwriter 4
Experts 4
Investment Performance 4
Yields for Stein Roe Money Market Sub-Account 9
Financial Statements 10
Variable Account A 11
Keyport Benefit Life Insurance Company 32
APPENDIX A
THE FIXED ACCOUNT (ALSO KNOWN AS THE MODIFIED GUARANTEED ANNUITY ACCOUNT)
Introduction
This appendix describes the Fixed Account option available under the
Certificate.
Fixed Account Values are subject to a limited market value adjustment. The
adjustment may result in an increase or decrease in amounts transferred and
amounts paid to you or other payees (including withdrawals, surrenders,
death benefits, and amounts applied to purchase annuity payments). However,
a market value adjustment will not reduce the interest rate applied to
amounts you allocate to a Guarantee Period to less than 3% per year.
Payments made from Fixed Account Values at the end of a Guarantee Period
are not subject to the limited market value adjustment.
Any purchase payments you allocate to the Fixed Account option become part
of our general account. Because of provisions in the securities laws, our
general account including the Fixed Account, are not subject to regulation
under the Securities Act of 1933 or the Investment Company Act of 1940. The
Securities and Exchange Commission has not reviewed the disclosure in the
prospectus relating to the general account and the Fixed Account option.
Allocations to the Fixed Account
We will allocate purchase payments to the Fixed Account according to your
selection in the application. Your selection must specify the percentage of
the purchase payment you want to allocate to each Guarantee Period. The
percentage, if not zero, must be at least 5%. You may change the allocation
percentages without any charges. You must make allocation changes in
writing unless you have, in writing, authorized us to accept telephone
allocation instructions. By authorizing us to accept telephone changes, you
agree to the conditions and procedures we establish from time to time. The
current conditions and procedures are in Appendix B. We will notify you in
advance of any changes.
Each Guarantee Period currently offered is available for initial and
subsequent purchase payments and for transfers of Certificate Value. We
currently offer Guarantee Periods of 1, 3, 5, and 7 years. We may change at
any time the number and/or length of Guarantee Periods we offer. If we no
longer offer a particular Guarantee Period, the existing Fixed Account
Value in that Guarantee Period will remain until the end of the period. At
that time, you must select a different Guarantee Period.
Capital Protection Plus
We offer a capital protection plus program. Under this program, we allocate
part of your purchase payment to the Guarantee Period you select.
Currently, you may only select the 7-year Guarantee Period.
Based on the length of the period and the period's interest rate, we
determine how much of your purchase payment must be allocated to the
Guarantee Period so that, at the end of the Guarantee Period, the allocated
amount plus interest will be equal to your total purchase payment. We will
allocate the rest of your purchase payment to the Sub-account(s) of the
Variable Account based on your allocation instructions.
For example, assume you choose the 7-year Guarantee Period and we receive
your purchase payment of $10,000 when the interest rate for the Guarantee
Period is 6.75% per year. We will allocate $6,331 to that Guarantee Period,
because $6,331 will increase, at the interest rate of 6.75%, to $10,000
after seven years. The remaining $3,669 of the payment will be allocated to
the Sub-account(s) you select.
If you surrender or transfer any part of the Fixed Account Value before the
end of the Guarantee Period, the value at the end of that period will not
equal your original purchase payment amount.
Fixed Account Value
Fixed Account Value is equal to:
o all purchase payments allocated or amounts transferred to the Fixed
Account plus the interest credited on those payments or amounts
transferred; less
o any prior partial withdrawals or transfers from the Fixed Account,
including any applicable charges.
Interest Credits
We credit interest daily. The interest we credit is based on an annual
compound interest rate. It is credited to purchase payments allocated to
the Fixed Account at rates we declare for Guarantee Periods of one or more
years from the month and day of allocation. Any rate we set will be at
least 3% per year.
Our interest crediting method may result in each of your Guarantee Periods
being subject to different rates. For purposes of this section, we treat
Variable Account Value transferred to the Fixed Account and Fixed Account
Value that is renewed or transferred to another Guarantee Period as a
purchase payment allocation.
Application of Market Value Adjustment
No market value adjustment applies to Guarantee Periods of less than three
years.
A market value adjustment applies to any Fixed Account Value surrendered,
withdrawn, transferred, or applied to an Annuity Option from a Guarantee
Period of three years or more, unless:
o the transaction occurs at the end of the Guarantee Period, or
o the Certificate is surrendered for the Death Benefit after the
death of a Covered Person.
We apply the market value adjustment before we deduct any applicable
surrender charges or taxes.
If a market value adjustment applies to a surrender or the application to
an Annuity Option, we will add or deduct any positive or negative market
value adjustment amount, respectively, to your Certificate Value.
If a market value adjustment applies to either a partial withdrawal or a
transfer, we will add or deduct any positive or negative market value
adjustment, respectively, to, the partial withdrawal or transfer amount
after we have deducted the requested withdrawal or transfer amount from the
Fixed Account Value. This means that the net amount may be more or less
than the amount requested.
Effect of Market Value Adjustment
A market value adjustment reflects the change in prevailing current
interest rates since the beginning of a Guarantee Period. The market value
adjustment may be positive or negative. Any negative adjustment may be
limited in amount (see "Market Value Adjustment Factor" below).
Generally, if the treasury rate (see "Treasury Rates" below) for your
Guarantee Period is lower than the treasury rate for a new Guarantee Period
with a length equal to the time remaining in your Guarantee Period, the
market value adjustment will be negative and it will result in a reduction
of the amount surrendered, withdrawn, transferred, or applied to an Annuity
Option.
On the other hand, if the treasury rate for your Guarantee Period is higher
than the treasury rate for a new Guarantee Period with a length equal to
the time remaining in your Guarantee Period, then the market value
adjustment will be positive and it will result in an increase in the amount
surrendered, withdrawn, transferred, or applied to an Annuity Option.
Market Value Adjustment Factor
We compute the market value adjustment for each of your Guarantee Periods
by multiplying the applicable amount surrendered, withdrawn, transferred,
or applied to an Annuity Option, by the market value adjustment factor. The
market value adjustment factor is calculated as the larger of formulas (a)
and (b):
(a) (1+a)/(1+b)(n/12)-1
where:
"a" is the treasury rate for the initial number of years in your Guarantee
Period;
"b" is the treasury rate for a period equal to the time remaining (rounded
up to the next whole number of 12-month periods) to the expiration of your
Guarantee Period; and
"n" is the number of complete Guarantee Period Months remaining before the
expiration of your Guarantee Period.
(b) (1.03)/(1+i)(y+d/#)-1
where:
"i" is the guaranteed interest rate for your Guarantee Period;
"y" is the number of complete 12-month periods that have elapsed in your
Guarantee Period;
"d" is the number of calendar days since the end of the last complete 12-
month period in your Guarantee Period or, if "y" is zero, the number of
calendar days since the start of your Guarantee Period; and
"#" is the number of calendar days in the current 12-month period of your
Guarantee Period, which is generally 365 days.
As stated above, the formula (b) amount will apply only if it is greater
than the formula (a) amount. This will occur only when the formula (a)
amount is negative and the formula (b) amount is a smaller negative number.
Under these conditions, formula a's full (normal) negative market value
adjustment will be limited to the extent that adjustment would decrease
your Guarantee Period's Fixed Account Value below the following amount:
(i) the amount allocated to your Guarantee Period; less
(ii) any prior systematic or partial withdrawal amounts and amounts
transferred; less
(iii) interest on the above items (i) and (ii) credited annually
at a rate of 3% per year.
Treasury Rates
The treasury rate for a Guarantee Period is the interest rate in the
Treasury Constant Maturity Series, as published by the Federal Reserve
Board, for a maturity equal to the number of years specified in "a" and "b"
in formula (a) above. Weekly series are published at the beginning of the
following week. The Determination Dates are the last business day before
the 1st and 15th of each calendar month.
To determine the "a" treasury rate, we use the weekly series first
published on or after the most recent Determination Date that occurs on or
before the Start Date for the Guarantee Period. If the Start Date is the
same as the Determination Date or the date of publication, or any date in
between, we instead use the weekly series first published after the prior
Determination Date. To determine the "b" treasury rate, we use the weekly
series first published on or after the most recent Determination Date which
occurs on or before the date on which the market value adjustment factor is
calculated. If the calculation date is the same as the Determination Date
or the date of publication, or any date in between, we will instead use the
weekly series first published after the prior Determination Date.
If the number of years and or 12-month periods specified in "a" or "b" is
not equal to a maturity in the Treasury Constant Maturity Series, we
determine the treasury rate by straight line interpolation between the
interest rates of the next highest and next lowest maturities.
If the Treasury Constant Maturity Series becomes unavailable, we will adopt
a comparable constant maturity index. If such a comparable index is not
available, we will replicate calculation of the Treasury Constant Maturity
Series Index based on U.S. Treasury Security coupon rates.
End of A Guarantee Period
We will notify you in writing at least 30 days prior to the end of each of
your Guarantee Periods. At the end of your Guarantee Period, we will
automatically transfer your Guarantee Period's Fixed Account Value to the
Stein Roe Money Market Sub-account unless we have received:
o your election of a new Guarantee Period from among those we offer
at that time; or
o your instructions to transfer the ending Fixed Account Value to one
or more Sub-accounts of the Variable Account.
You may not elect a new Guarantee Period that is longer than the number of
years remaining until the Income Date.
Transfers of Fixed Account Value
You may transfer Fixed Account Value from one of your Guarantee Periods to
another or to one or more Sub-accounts of the Variable Account subject to
any applicable market value adjustment. If the Fixed Account Value
represents multiple Guarantee Periods, your transfer request must specify
from which values you want the transfer made.
The Certificate allows us to limit the number of transfers you may make in
a specified time period. Currently, we generally limit Variable Account and
Fixed Account transfers to unlimited transfers per calendar year with a
$500,000 per transfer dollar limit. See "Transfer of Variable Account
Value" and "Limits on Transfers". These limitations will not apply to any
transfer made at the end of a Guarantee Period. We will notify you prior to
changing the current limitations.
You must request transfers in writing unless you have authorized us in
writing to accept telephone transfer instructions from you or from a person
acting on your behalf as an attorney-in-fact under a power of attorney. By
authorizing us to accept telephone transfer instructions, you agree to the
conditions and procedures we establish from time to time. The current
conditions and procedures are in Appendix B. If you have authorized
telephone transfers, you will be notified in advance of any changes. A
person acting on your behalf as an attorney-in-fact under a power of
attorney may request transfers in writing.
If we receive your transfer requests before 4:00 PM Eastern Time, or any
other time for the close of trading on the New York Stock Exchange, we will
execute them at the close of business that day. Any requests we receive
later, we will execute at the close of the next business day.
If you transfer 100% of a Guarantee Period's value and your current
allocation for purchase payments includes that Guarantee Period, we will
automatically change the allocation formula for future purchase payments
unless you instruct otherwise. For example, if the allocation formula is
50% to the One-Year Guarantee Period and 50% to Sub-account A and you
transfer all Fixed Account Value to Sub-account A, we will change the
allocation formula to 100% to Sub-account A.
APPENDIX B
TELEPHONE INSTRUCTIONS
Telephone Transfers of Certificate Values
1. If there are joint Certificate Owners, both must authorize us to accept
telephone instructions but either Certificate Owner may give us telephone
instructions.
2. All callers must identify themselves. We reserve the right to refuse to
act upon any telephone instructions in cases where the caller has not
sufficiently identified himself/herself to our satisfaction.
3. Neither we nor any person acting on our behalf shall be subject to any
claim, loss, liability, cost or expense if we or such person acted in good
faith upon a telephone instruction, including one that is unauthorized or
fraudulent. However, we will employ reasonable procedures to confirm that a
telephone instruction is genuine and, if we do not, we may be liable for
losses due to an unauthorized or fraudulent instruction. You thus bear the
risk that an unauthorized or fraudulent instruction we execute may cause
your Certificate Value to be lower than it would be had we not executed the
instruction.
4. We record all conversations with disclosure at the time of the call.
5. The application for the Certificate may allow you to create a power of
attorney by authorizing another person to give telephone instructions.
Unless prohibited by state law, we will treat such power as durable in
nature and it shall not be affected by your subsequent incapacity,
disability or incompetency. Either we or the authorized person may cease to
honor the power by sending written notice to you at your last known
address. Neither we nor any person acting on our behalf shall be subject to
liability for any act executed in good faith reliance upon a power of
attorney.
6. Telephone authorization shall continue in force until:
o we receive your written revocation,
o we discontinue the privilege, or
o we receive written evidence that you have entered into a market
timing or asset allocation agreement with an investment adviser or
with a broker/dealer.
7. If we receive telephone transfer instructions at 800-367-3653 before
4:00 P.M. Eastern Time or other close of trading on the New York Stock
Exchange, they will be initiated that day based on the unit value prices
calculated at the close of that day. We will initiate instructions we
receive after the close of trading on the NYSE on the following business
day.
8. Once we accept instructions, they may not be canceled.
9. You must make all transfers in accordance with the terms of the
Certificate and current prospectus. If your transfer instructions are not
in good order, we will not execute the transfer and will notify the caller
within 48 hours.
10. If you transfer 100% of any Sub-account's value and the allocation
formula for purchase payments includes that Sub-account, then we will
change the allocation formula for future purchase payments accordingly
unless we receive telephone instructions to the contrary. For example, if
the allocation formula is 50% to Sub-account A and 50% to Sub-account B and
you transfer all of Sub-account A's value to Sub-account B, we will change
the allocation formula to 100% to Sub-account B unless you instruct us
otherwise.
Telephone Changes to Purchase Payment Allocation Percentages
Numbers 1-6 above are applicable.
APPENDIX C
SYSTEMATIC WITHDRAWAL PROGRAM
Payment Type
There are three payment types available under all certificates (#1-3) and
two that are available only under individual retirement annuities if the
owner is under age 58-1/2 at time of the first payment (#4&5). We will not
set up any payment type you select if we determine that the first payment
amount will be less than $100.
1. Percentage Method. We will apply a percentage specified by you,
not to exceed 10%, to the Certificate Value at the time of the
first payment, and pay you the total in equal payments based on the
payment frequency you select. It is possible that the full
percentage amount chosen will not be received in the initial
Certificate Year under the program. A proportionate amount of the
Percentage will be received based on the number of payments that
will be made in the remainder of the Certificate Year in relation
to the number of payments made annually under the selected payment
frequency. For example, if the percentage chosen is 10% and the
Certificate Year begins on January 2 and monthly payments begin on
April 6 when the Certificate Value is $120,000, the monthly amount
payable will be $1,000 (10% of $120,000, divided by 12). Nine
payments (representing 9/12 of the 10% amount) will be made before
the next January 2 anniversary. On the first payment date after the
anniversary, (January 6 in this example), the dollar amount of the
percentage will be recalculated and divided by 12 to determine the
new monthly amount.
2. Earnings Method. The payment amount is calculated at the time of
each withdrawal by subtracting from the current Certificate Value (a)
for the first withdrawal, the Certificate Value from one payment
period prior (e.g., if the frequency is quarterly, the Certificate
Value would be from three months prior) and (b) for each subsequent
withdrawal, the Certificate Value at the time of the prior withdrawal.
No payment will be made if the calculation amount is zero or less and
payments will resume only when the calculation amount is greater than
zero.
3. Net Amount Method. You specify a set dollar amount for each
withdrawal of at least $100. In the event a surrender charge is
applicable to all or part of a withdrawal because your specified
amount exceeds the "free withdrawal amounts", we will increase the
withdrawal amount in order to create a net withdrawal amount equal to
your specified amount.
4. IRA Amortization Method. The systematic withdrawal amount will
remain the same during the entire life expectancy period. We will
calculate the payment amount based on the amortization method
described in IRS Notice 89-25 (Q&A-12), using your Certificate Value
on the date of the first payment, your life expectancy based on your
attained age on the date of the first payment and IRS Table V, and an
interest rate set by us on the date of the first payment that is not
in excess of a reasonable rate.
5. IRA Minimum Distribution Method. The systematic withdrawal amount
will change each year during the life expectancy period. We will
calculate the annual payment amount based on the minimum distribution
method described in IRS Notice 89-25 (Q&A-12), by dividing your
current Certificate Value at the time of each year's calculation by
your then current life expectancy factor (the life expectancy factor
is initially determined by your attained age on the date of the first
payment and IRS Table V and it is then reduced by 1.0 when each
succeeding year's calculation is made). The initial calculation of
the annual payment amount will occur on the date of the first payment
and each succeeding year's calculation will occur one year later. The
annual payment calculated each year will be paid out in equal payments
according to the frequency option chosen.
Payment Frequency and First Payment Date
You may request that withdrawals be made monthly, quarterly, semi-annually
or annually. If, however, your selected payment frequency will create a
withdrawal amount of less than $100, we will reduce the frequency of
payments to an interval that will result in the withdrawal being at least
$100.
Unless you select a later date by written request, the date of the first
withdrawal will be (a) one payment period after the Certificate Date if you
request systematic withdrawals at the time of your initial purchase payment
or (b) one payment period after we receive your written request to begin
systematic withdrawals. If, however, your written request is for an IRA
Method (#4 or #5) and you made a partial withdrawal in the same Certificate
Year, then the first withdrawal shall instead be on the next Certificate
Anniversary.
Federal Income Tax Withholding
The taxable portion of withdrawals you receive from your Certificate is
subject to 10% federal income tax withholding unless you elect not to have
withholding apply. Any withholding will be deducted from the payment amount
calculated under the payment type in effect.
You may elect not to have withholding apply to withdrawal payments by
signing and dating an election of no withholding. You are liable for
payment of federal income tax on the taxable portion of your withdrawal.
You also may be subject to tax penalties if your withholding and estimated
tax payments are not sufficient.
If you want federal income tax withholding to apply, please sign and date
an election of withholding. Your election to withhold or to not withhold
will remain in effect until you revoke it. You may revoke it at any time.
Direct Deposit of Payments
If you request direct deposit of systematic withdrawals to your checking or
savings account, we will use our best effort to ensure that the correct
amount is credited to your account within three business days of the
payment date. If we transfer less than the correct amount, any shortfall
will be corrected in full with the next transfer. If we transfer more than
the correct amount or duplicate a transfer in error, any excess or
duplicate amount, unless repaid to us in one sum, will be deducted from
future transfers until we are repaid in full.
Important Income Tax Information
Payment Types 1-3. Systematic withdrawals will be taxed under the regular
rules applicable to surrenders and not under the special exclusion
ratio/amount rules applicable to annuity payments. All or part of each
withdrawal may thus be taxable. In addition, anyone under the age of 59-1/2
at the time of a withdrawal may also be subject to a 10% federal income tax
penalty on the taxable portion of the withdrawal. Our reporting to the
Internal Revenue Service will be based on our opinion of the taxable amount
and whether the penalty tax applies.
IRA Payment Types 4 and 5. Based on Internal Revenue Service requirements,
we will report systematic withdrawals to them as 100% taxable. It is our
opinion under current federal income tax laws that the withdrawals will not
be subject to an additional 10% federal income penalty tax because they
will be part of a series of substantially equal periodic payments made for
your life expectancy. We will thus report to the Internal Revenue Service
that no penalty tax applies. If, however, you end systematic withdrawals
before the later of your attaining age 59-1/2 or five years after the first
payment, you will then be subject to both retroactive 10% federal penalty
taxes on all systematic withdrawals made before 59-1/2 and federal interest
penalties on those taxes. Unlike you, we may not end your systematic
withdrawals before your retroactive penalty tax period has expired.
Other Systematic Withdrawal Conditions
Under payment types #1-3, if any withdrawal would cause your Certificate
Value to be reduced below the minimum value specified in your Certificate,
that withdrawal will not be made and will contact you about modifying the
withdrawal amount and/or the payment frequency so that withdrawals may
resume. Your systematic withdrawals will continue until we receive your
written revocation, we discontinue the program, or the annuitant or an
owner dies. Once authorization terminates, systematic withdrawals cannot be
resumed again until after the next Certificate Anniversary. At that time a
new systematic withdrawal request form will be required. All additional
withdrawals after termination will be treated as regular withdrawals and
surrender charges may apply.
Under IRA payment types #4 and 5, you may not make a withdrawal outside the
program or surrender the Certificate during the period of systematic
withdrawals. Also, you may not make any additional purchase payments to
the Certificate. Your systematic withdrawals will continue in force until
we receive your written revocation, you die, or we discontinue the program
after the later of your attaining age 59-1/2 or five years after your first
payment. Once your authorization terminates, systematic withdrawals may
not be resumed. All additional withdrawals after termination will be
treated as regular withdrawals and surrender charges may apply.
For other information of a general nature, including circumstances under
which the surrender charge and/or the Fixed Account market value adjustment
may apply to any withdrawals, see "Systematic Withdrawal Program" under
"OTHER SERVICES".
Distributed by:
Keyport Financial Services Corp.
125 High Street, Boston, MA 02110-2712
Issued by:
Keyport Benefit Life Insurance Company
125 High Street, Boston, MA 02110-2712
K.A.VAP 6/98
Yes. I would like to receive the New York Keyport Advisor Charter Variable
Annuity Statement of Additional Information.
Yes. I would like to receive the Statement of Additional Information for
the Eligible Funds of:
AIM Variable Insurance Funds, Inc.
The Alger American Fund
Alliance Variable Products Series Fund, Inc.
Liberty Variable Investment Trust
SteinRoe Variable Investment Trust
Templeton Variable Products Series Fund
Name
Address
City
State
Zip
BUSINESS REPLY MAIL
FIRST CLASS MAIL PERMIT NO. 6719 BOSTON, MA
POSTAGE WILL BE PAID BY ADDRESSEE
KEYPORT BENEFIT LIFE INSURANCE CO.
125 HIGH STREET
BOSTON, MA 02110-2712
NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES
PART B
STATEMENT OF ADDITIONAL INFORMATION
GROUP FLEXIBLE PURCHASE PAYMENT
DEFERRED VARIABLE ANNUITY CONTRACT
ISSUED BY
VARIABLE ACCOUNT A
OF
KEYPORT BENEFIT LIFE INSURANCE COMPANY ("Keyport Benefit")
This Statement of Additional Information (SAI) is not a prospectus but it
relates to, and should be read in conjunction with, the New York Keyport
Advisor Charter variable annuity prospectus dated __________, 1999. The SAI
is incorporated by reference into the prospectus. The prospectus is
available, at no charge, by writing Keyport Benefit at 125 High Street,
Boston, MA 02110 or by calling (800) 437-4466.
TABLE OF CONTENTS
Page
Keyport Benefit Life Insurance Company..................................2
Variable Annuity Benefits...............................................2
Variable Annuity Payment Values.......................................2
Re-Allocating Sub-Account Payments....................................3
Safekeeping of Assets...................................................4
Principal Underwriter...................................................4
Experts.................................................................4
Investment Performance..................................................4
Yields for Stein Roe Money Market Sub-Account.........................
Financial Statements....................................................
Variable Account A
Keyport Benefit Life Insurance Company................................
The date of this statement of additional information is ___________, 1999.
KEYPORT BENEFIT LIFE INSURANCE COMPANY
Liberty Mutual Insurance Company ("Liberty Mutual"), a multi-line insurance
company, is the ultimate corporate parent of Keyport Benefit. Liberty
Mutual ultimately controls Keyport Benefit through the following
intervening holding company subsidiaries: Liberty Mutual Equity
Corporation, LFC Holdings Inc., Liberty Financial Companies, Inc. ("LFC"),
SteinRoe Services, Inc. and Keyport Life Insurance Company. Liberty Mutual,
as of December 31, 1998, owned, indirectly, approximately 72% of the
combined voting power of the outstanding stock of LFC (with the balance
being publicly held). For additional information about Keyport Benefit, see
page 8 of the prospectus.
VARIABLE ANNUITY BENEFITS
Variable Annuity Payment Values
For each variable payment option, the total dollar amount of each periodic
payment will be equal to: (a) the sum of all Sub-Account payments; less (b)
the pro-rata amount of the annual Certificate Maintenance Charge.
The first payment for each Sub-Account will be determined by deducting any
applicable Certificate Maintenance Charge and any applicable state premium
taxes and then dividing the remaining value of that Sub-Account by $1,000
and multiplying the result by the greater of: (a) the applicable factor
from the Certificate's annuity table for the particular payment option; or
(b) the factor currently offered by Keyport Benefit at the time annuity
payments begin. This current factor may be based on the sex of the payee
unless to do so would be prohibited by law.
The number of Annuity Units for each Sub-Account will be determined by
dividing such first payment by the Sub-Account Annuity Unit value for the
Valuation Period that includes the date of the first payment. The number
of Annuity Units remains fixed for the annuity payment period. Each Sub-
Account payment after the first one will be determined by multiplying (a)
by (b), where: (a) is the number of Sub-Account Annuity Units; and (b) is
the Sub-Account Annuity Unit value for the Valuation Period that includes
the date of the particular payment.
Variable annuity payments will fluctuate in accordance with the investment
results of the underlying Eligible Funds. In order to determine how these
fluctuations affect annuity payments, Keyport Benefit uses an Annuity Unit
value. Each Sub-Account has its own Annuity Units and value per Unit. The
Annuity Unit value applicable during any Valuation Period is determined at
the end of such period.
When Keyport Benefit first purchased Eligible Fund shares on behalf of the
Variable Account, Keyport Benefit valued each Annuity Unit for each Sub-
Account at a specified dollar amount. The Unit value for each Sub-Account
in any Valuation Period thereafter is determined by multiplying the value
for the prior period by a net investment factor. This factor may be
greater or less than 1.0; therefore, the Annuity Unit may increase or
decrease from Valuation Period to Valuation Period. For each assumed
annual investment rate (AIR), Keyport Benefit calculates a net investment
factor for each Sub-Account by dividing (a) by (b), where:
(a) is equal to the net investment factor as defined in the prospectus
without any deduction for the sales charge defined in (c)(ii) of
the
net investment factor formula; and
(b) is the assumed investment factor for the current Valuation Period.
The assumed investment factor adjusts for the interest assumed in
determining the first variable annuity payment. Such factor for
any
Valuation Period shall be the accumulated value, at the end of such
period, of $1.00 deposited at the beginning of such period at the
assumed annual investment rate (AIR). The AIR for Annuity Units
based on the Contract's annuity tables is 5% per year. An AIR of
3% per year is also currently available upon Written Request.
With a particular AIR, payments after the first one will increase or
decrease from month to month based on whether the actual annualized
investment return of the selected Sub-Account(s) (after deducting the
Mortality and Expense Risk Charge) is better or worse than the assumed AIR
percentage. If a given amount of Sub-Account value is applied to a
particular payment option, the initial payment will be smaller if a 3% AIR
is selected instead of a 5% AIR but, all other things being equal, the
subsequent 3% AIR payments have the potential for increasing in amount by a
larger percentage and for decreasing in amount by a smaller percentage.
For example, consider what would happen if the actual annualized investment
return (see the first sentence of this paragraph) is 9%, 5%, 3%, or 0%
between the time of the first and second payments. With an actual 9%
return, the 3% AIR and 5% AIR payments would both increase in amount but
the 3% AIR payment would increase by a larger percentage. With an actual
5% return, the 3% AIR payment would increase in amount while the 5% AIR
payment would stay the same. With an actual return of 3%, the 3% AIR
payment would stay the same while the 5% AIR payment would decrease in
amount. Finally, with an actual return of 0%, the 3% AIR and 5% AIR
payments would both decrease in amount but the 3% AIR payment would
decrease by a smaller percentage. Note that the changes in payment amounts
described above are on a percentage basis and thus do not illustrate when,
if ever, the 3% AIR payment amount might become larger than the 5% AIR
payment amount. Note though that if Option A (Income for a Fixed Number of
Years) is selected and payments continue for the entire period, the 3% AIR
payment amount will start out being smaller than the 5% AIR payment amount
but eventually the 3% AIR payment amount will become larger than the 5% AIR
payment amount.
Re-Allocating Sub-Account Payments
The number of Annuity Units for each Sub-Account under any variable annuity
option will remain fixed during the entire annuity payment period unless
the payee makes a written request for a change. Currently, a payee can
instruct Keyport Benefit to change the Sub-Account(s) used to determine the
amount of the variable annuity payments 1 time every 12 months. The
payee's request must specify the percentage of the annuity payment that is
to be based on the investment performance of each Sub-Account. The
percentage for each Sub-Account, if not zero, must be at least 5% and must
be a whole number. At the end of the Valuation Period during which Keyport
Benefit receives the request, Keyport Benefit will: (a) value the Annuity
Units for each Sub-Account to create a total annuity value; (b) apply the
new percentages the payee has selected to this total value; and (c)
recompute the number of Annuity Units for each Sub-Account. This new
number of units will remain fixed for the remainder of the payment period
unless the payee requests another change.
SAFEKEEPING OF ASSETS
Keyport Benefit is responsible for the safekeeping of the assets of the
Variable Account.
Keyport Benefit has responsibility for providing all administration of the
Certificates and the Variable Account. This administration includes, but is
not limited to, preparation of the Contracts and Certificates, maintenance
of Certificate Owners' records, and all accounting, valuation, regulatory
and reporting requirements. Keyport Benefit has contracted with Keyport
Life Insurance Company, its corporate parent, to provide all administration
for the Contracts and Certificates, as its agent. Keyport Benefit pays
Keyport Life Insurance Company for the costs it incurs for providing those
administrative services.
PRINCIPAL UNDERWRITER
The Contract and Certificates, which are offered continuously, are
distributed by Keyport Financial Services Corp. ("KFSC"), which is an
affiliate of Keyport Benefit.
EXPERTS
The statutory-basis financial statements of Keyport Benefit Life Insurance
Company (formerly American Benefit Life Insurance Company) as of December
31, 1998 and 1997, and for each of the three years in the period ended
December 31, 1998, appearing in this Statement of Additional Information
have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon appearing elsewhere herein, and are included in
reliance upon such report given upon the authority of such firm as experts
in accounting and auditing.
INVESTMENT PERFORMANCE
The Variable Account may from time to time quote performance information
concerning its various Sub-Accounts. A Sub-Account's performance may also
be compared to the performance of sub-accounts used with variable annuities
offered by other insurance companies. This comparative information may be
expressed as a ranking prepared by Financial Planning Resources, Inc. of
Miami, FL (The VARDS Report), Lipper Analytical Services, Inc., or by
Morningstar, Inc. of Chicago, IL (Morningstar's Variable Annuity
Performance Report), which are independent services that compare the
performance of variable annuity sub-accounts. The rankings are done on the
basis of changes in accumulation unit values over time and do not take into
account any charges (such as sales charges or administrative charges) that
are deducted directly from contract values.
Ibbotson Associates of Chicago, IL provides historical returns from 1926 on
capital markets in the United States. The Variable Account may quote the
performance of its Sub-Accounts in conjunction with the long-term
performance of capital markets in order to illustrate general long-term
risk versus reward investment scenarios. Capital markets tracked by
Ibbotson Associates include common stocks, small company stocks, long-term
corporate bonds, long-term government bonds, U.S. Treasury Bills, and the
U.S. inflation rate. Historical total returns are determined by Ibbotson
Associates for: Common Stocks, represented by the Standard and Poor's
Composite Stock Price Index (an unmanaged weighted index of 90 stocks prior
to March 1957 and 500 stocks thereafter of industrial, transportation,
utility and financial companies widely regarded by investors as
representative of the stock market); Small Company Stocks, represented by
the fifth capitalization quintile (i.e., the ninth and tenth deciles) of
stocks on the New York Stock Exchange for 1926-1981 and by the performance
of the Dimensional Fund Advisors Small Company 9/10 (for ninth and tenth
deciles) Fund thereafter; Long Term Corporate Bonds, represented beginning
in 1969 by the Salomon Brothers Long-Term High-Grade Corporate Bond Index,
which is an unmanaged index of nearly all Aaa and Aa rated bonds,
represented for 1946-1968 by backdating the Salomon Brothers Index using
Salomon Brothers' monthly yield data with a methodology similar to that
used by Salomon Brothers in computing its Index, and represented for 1925-
1945 through the use of the Standard and Poor's monthly High-Grade
Corporate Composite yield data, assuming a 4% coupon and a 20-year
maturity; Long-Term Government Bonds, measured each year using a portfolio
containing one U.S. government bond with a term of approximately twenty
years and a reasonably current coupon; U.S. Treasury Bills, measured by
rolling over each month a one-bill portfolio containing, at the beginning
of each month, the shortest-term bill having not less than one month to
maturity; Inflation, measured by the Consumer Price Index for all Urban
Consumers, not seasonably adjusted, since January, 1978 and by the Consumer
Price Index before then. The stock capital markets may be contrasted with
the corporate bond and U.S. government securities capital markets. Unlike
an investment in stock, an investment in a bond that is held to maturity
provides a fixed rate of return. Bonds have a senior priority to common
stocks in the event the issuer is liquidated and interest on bonds is
generally paid by the issuer before it makes any distributions to common
stock owners. Bonds rated in the two highest rating categories are
considered high quality and present minimal risk of default. An additional
advantage of investing in U.S. government bonds and Treasury bills is that
they are backed by the full faith and credit of the U.S. government and
thus have virtually no risk of default. Although government securities
fluctuate in price, they are highly liquid.
Yield for Stein Roe Money Market Sub-Account
Yield for the Stein Roe Money Market Sub-Account is calculated using the
method prescribed by the Securities and Exchange Commission. Yield
reflects the deduction of the annual 1.40% asset-based Certificate charge
and, on an allocated basis, the Certificate's annual $36 Certificate
Maintenance Charge. The yield does not reflect Contingent Deferred Sales
Charges and premium tax charges. The yield would be lower if these charges
were included. The following is the standardized formula:
Yield equals: (A - B - 1) X 365
C 7
Where:
A = the Accumulation Unit value at the end of the 7-day period.
B = hypothetical Certificate Maintenance Charge for the 7-day
period. The assumed annual Stein Roe Money Market Sub-Account
charge is equal to the $36 Certificate charge multiplied by a
fraction equal to the average number of Certificates with Stein
Roe Money Market Sub-Account value during the 7-day period
divided by the average total number of Certificates during the
7-day period. This annual amount is converted to a 7-day
charge
by multiplying it by 7/365. It is then equated to an
Accumulation Unit size basis by multiplying it by a fraction
equal to the average value of one Stein Roe Money Market Sub-
Account Accumulation Unit during the 7-day period divided by
the
average Certificate Value in Stein Roe Money Market Sub-Account
during the 7-day period.
C = the Accumulation Unit value at the beginning of the 7-day
period.
The yield formula assumes that the weekly net income generated by an
investment in the Stein Roe Money Market Sub-Account will continue over an
entire year.
FINANCIAL STATEMENTS
The financial statements of the Variable Account and Keyport Benefit Life
Insurance Company are included in the statement of additional information.
The financial statements of Keyport Benefit Life Insurance Company are
provided as relevant to its ability to meet its financial obligations under
the Certificates and should not be considered as bearing on the investment
performance of the assets held in the Variable Account.
Financial Statements
Variable Account A
Keyport Benefit Life Insurance Company
[to be filed by Amendment]
PART C
Item 24. Financial Statements and Exhibits
(a) Statutory-Basis Financial Statements:
Included in Part B:
Variable Account A:
Statement of Assets and Liabilities - December 31, 1998
Statement of Operations and Changes in Net Assets for the year
ended December 31, 1998
Notes to Financial Statements
Keyport Benefit Life Insurance Company:
Balance Sheets for the years ended December 31, 1998 and 1997.
Statements of Operations for the years ended December 31,
1998,
1997 and 1996.
Statements of Changes in Capital and Surplus for the years
ended December 31, 1998, 1997 and 1996.
Statements of Cash Flows for the years ended December 31,
1998,
1997 and 1996.
Notes to Financial Statements
(b) Exhibits:
** (1) Resolution of the Board of Directors establishing Variable
Account A
(2) Not applicable
** (3a) Form of Principal Underwriter's Agreement
** (3b) Specimen Agreement between Principal Underwriter and Dealer
** (4a) Form of Group Variable Annuity Contract of Keyport Benefit
Life Insurance Company
** (4b) Form of Group Variable Annuity Certificate of Keyport
Benefit
Life Insurance Company
** (4c) Form of Tax-Sheltered Annuity Endorsement
** (4d) Form of Individual Retirement Annuity Endorsement
** (4e) Form of Corporate/Keogh 401(a) Plan Endorsement
** (4f) Form of Unisex Endorsement
** (4g) Form of Qualified Plan Endorsement
**** (4h) Specimen Group Variable Annuity Contract of Keyport Benefit
Life Insurance Company
**** (4i) Specimen Variable Annuity Certificate of Keyport Benefit
Life Insurance Company
** (5a) Form of Application for a Group Variable Annuity Contract
** (5b) Form of Application for a Group Variable Annuity Certificate
*** (6a) Articles of Incorporation of Keyport Benefit Life Insurance
Company
*** (6b) By-Laws of Keyport Benefit Life Insurance Company
(7) Not applicable
** (8a) Form of Participation Agreement
*** (8b) Participation Agreement By and Among Keyport Benefit
Life Insurance Company, Keyport Financial Services Corp.,
and SteinRoe Variable Investment Trust
**** (8c) Participation Agreement Among The Alger American Fund,
Keyport Benefit Life Insurance Company, and Fred Alger and
Company, Incorporated
**** (8d) Participation Agreement Among Alliance Variable Products
Series Fund, Inc., Alliance Fund Distributors, Inc.,
Alliance
Capital Management L.P., and Keyport Benefit Life Insurance
Company
**** (8e) Participation Agreement By and Among Keyport Benefit Life
Insurance Company, Keyport Financial Services Corp., and
Liberty Variable Investment Trust
# (8f) Participation Agreement By and Among AIM Variable Insurance
Funds, Inc., Keyport Benefit Life Insurance Company, on
Behalf of Itself and its Separate Accounts, and Keyport
Financial Services Corp.
+ (8g) Participation Agreement Among Templeton Variable Products
Series Fund, Franklin Templeton Distributors, Inc. and
Keyport Benefit Life Insurance Company
+ (9) Opinion and Consent of Counsel
+ (10) Consent of Independent Auditors
(11) Not applicable
(12) Not applicable
+ (13) Schedule for Computations of Performance Quotations
* (15) Chart of Affiliations
** (16) Powers of Attorney
** (17) Specimen Tax-Sheltered Annuity Acknowledgement
** (18) Form of Administrative Services Agreement
+ (27) Financial Data Schedule
* Incorporated by reference to Post-Effective Amendment No. 7 to the
Registration Statement (Files No. 333-1043; 811-7543) filed on or
about
February 6, 1998.
** Incorporated by reference to Registration Statement (Files No. 333-
45727; 811-08635) filed on or about February 6, 1998.
*** Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registration Statement (Files No. 333-45727; 811-08635) filed on or
about June 15, 1998.
**** Incorporated by reference to Post-Effective Amendment No. 1 to the
Registration Statement (Files No. 333-45727; 811-08635) filed on or
about June 30, 1998.
# Incorporated by reference to Post-Effective Amendment No. 2 to the
Registration Statement (Files No. 333-45727; 811-08635) filed on or
about July 23, 1998.
+ To be Filed by Amendment.
Item 25. Officers and Directors of the Depositor.
Name and Position and Offices
Business Address* with Depositor
William P. Donohue Director
Senior Advisor
Bentley Associates LP
1155 Avenue of the Americas
New York, NY 10036
Peter M. Lehrer Director
Opus Three Ltd.
550 Mamaroneck Ave.
Harrison, NY 10528
Jeff S. Liebmann Director
Partner
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, NY 10019-6092
Christopher C. York Director
Principal
C.C. York Company
200 Rector Place, 18-E
New York, NY 11280-1101
Paul H. LeFevre, Jr. Director, Acting President and Executive
Vice
President
Bernard R. Beckerlegge Director, Senior Vice President and General
Counsel
Bernhard M. Koch Director, Senior Vice President and Chief
Financial Officer
Stewart R. Morrison Senior Vice President and Chief Investment
Officer
Francis E. Reinhart Senior Vice President and Chief Information
Officer
Mark R. Tully Senior Vice President and Chief Sales
Officer
Garth A. Bernard Vice President
Daniel C. Bryant Vice President and Assistant Secretary
James P. Greaton Vice President and Corporate Actuary
Jacob M. Herschler Vice President
Kenneth M. Hughes Vice President
James J. Klopper Vice President and Secretary
Jeffrey J. Lobo Vice President-Risk Management
Suzanne E. Lyons Vice President-Human Resources
Jeffery J. Whitehead Vice President and Treasurer
John G. Bonvouloir Assistant Vice President and Assistant
Treasurer
Alan R. Downey Assistant Vice President
Scott E. Morin Assistant Vice President and Controller
Donald A. Truman Assistant Secretary
Daniel Yin Assistant Vice President
*125 High Street, Boston, Massachusetts 02110, unless noted otherwise
Item 26. Persons Controlled by or Under Common Control with the Depositor
or Registrant.
The Depositor controls the Registrant, and is a wholly-owned
subsidiary of Keyport Life Insurance Company, which controls KMA Variable
Account, Keyport 401 Variable Account, Keyport Variable Account I, and
Keyport Variable Account II.
The Depositor is under common control with Keyport Financial Services
Corp. (KFSC), a Massachusetts corporation functioning as a broker/dealer of
securities. KFSC files separate financial statements.
The Depositor is under common control with Liberty Advisory Services
Corp. (LASC), a Massachusetts corporation functioning as an investment
adviser. LASC files separate financial statements.
The Depositor is under common control with Independence Life and
Annuity Company ("Independence Life"), a Rhode Island corporation
functioning as a life insurance company. Independence Life files separate
financial statements.
Chart for the affiliations of the Depositor is incorporated by
reference to Post-Effective Amendment No. 7 to the Registration Statement
(Files No. 333-1043; 811-7543) filed on or about February 6, 1998.
Item 27. Number of Contract Owners.
None.
Item 28. Indemnification.
Directors and officers of the Depositor and the principal underwriter
are covered persons under Directors and Officers/Errors and Omissions
liability insurance policies. Insofar as indemnification for liability
arising under the Securities Act of 1933 may be permitted to directors and
officers under such insurance policies, or otherwise, the Depositor has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Depositor of
expenses incurred or paid by a director or officer in the successful
defense of any action, suit or proceeding) is asserted by such director or
officer in connection with the variable annuity contracts, the Depositor
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
Item 29. Principal Underwriters.
Keyport Financial Services Corp. (KFSC) is principal underwriter of
the SteinRoe Variable Investment Trust and the Liberty Variable Investment
Trust, which offer eligible funds for variable annuity and variable life
insurance contracts. KFSC is the principal underwriter for Variable Account
A of Keyport Benefit Life Insurance Company. KFSC is also principal
underwriter for Variable Account J and Variable Account K of Liberty Life
Assurance Company of Boston and for the KMA Variable Account, Variable
Account A and Keyport Variable Account-I of Keyport Life Insurance Company
and for the Independence Variable Annuity Account and Independence Variable
Life Account of Independence Life and Annuity Company, which are affiliated
companies of Keyport Benefit.
The directors and officers are:
Name and Principal Position and Offices
Business Address* with Underwriter
Jacob M. Herschler Director
Paul T. Holman Director and Assistant Clerk
James J. Klopper Director, President and Clerk
Daniel C. Bryant Vice President
Rogelio P. Japlit Treasurer
Donald A. Truman Assistant Clerk
*125 High Street, Boston, Massachusetts 02110.
Item 30. Location of Accounts and Records.
Keyport Benefit Life Insurance Company, 125 High St., Boston, MA 02110
Keyport Life Insurance Company, 125 High St., Boston, MA 02110
Item 31. Management Services.
Not applicable.
Item 32. Undertakings.
The Registrant undertakes to file a post-effective amendment to this
Registration Statement as frequently as is necessary to ensure that the
audited financial statements in the Registration Statement are never more
than 16 months old for so long as payments under the variable annuity
contracts may be accepted.
The Registrant undertakes to include either (1) as part of any
application to purchase a contract offered by the prospectus, a space that
an applicant can check to request a Statement of Additional Information, or
(2) a post card or similar written communication affixed to or included in
the prospectus that the applicant can remove to send for a Statement of
Additional Information.
The Registrant undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available
under this Form promptly upon written or oral request.
Registrant represents that it is relying on the November 28, 1988 no-
action letter (Ref. No. IP-6-88) relating to variable annuity contracts
offered as funding vehicles for retirement plans meeting the requirements
of Section 403(b) of the Internal Revenue Code. Registrant further
represents that it has complied with the provisions of paragraphs (1) - (4)
of that letter. Specimen of acknowledgement form used to comply with
paragraph (4) is included as Exhibit 17 in this Registration Statement.
Representation
Depositor represents that the fees and charges deducted under the
contract, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed by
the Depositor. Further, this representation applies to each form of the
contract described in a prospectus and statement of additional information
included in this Registration Statement.
SIGNATURES
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant has caused this Registration Statement to be
signed on its behalf, in the City of Boston and Commonwealth of
Massachusetts, on this 26th day of March, l999.
Variable Account A
(Registrant)
By: Keyport Benefit Life Insurance Company
(Depositor)
By: /s/ Paul H. LeFevre, Jr.
Paul H. LeFevre, Jr.
Acting President
As required by the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities and on the
dates indicated.
/s/JOHN W. ROSENSTEEL* /s/PAUL H. LEFEVRE, JR. 3/26/99
JOHN W. ROSENSTEE. PAUL H. LEFEVRE, JR.
Chairman of the Board President
/s/BERNARD R. BECKERLEGGE* /s/BERNHARD M. KOCH*
BERNARD R. BECKERLEGGE BERNHARD M. KOCH
Director Chief Financial Officer
/s/WILLIAM P. DONOHUE*
WILLIAM P. DONOHUE
Director
/s/BERNHARD M. KOCH*
BERNHARD M. KOCH
Director
/s/PAUL H. LEFEVRE, JR. 3/26/99
PAUL H. LEFEVRE, JR.
Director
*BY: /s/James J. Klopper March 26, 1999
/s/PETER M. LEHRER* James J. Klopper Date
PETER M. LEHRER Attorney-in-Fact
Director
/s/JEFF S. LIEBMANN*
JEFF S. LIEBMANN
Director
/s/CHRISTOPHER C. YORK*
CHRISTOPHER C. YORK
Director
* James J. Klopper has signed this document on the indicated date on
behalf of each of the above Directors and Officers of the Depositor
pursuant to powers of attorney duly executed by such persons and included
as Exhibit 16 in the Registration Statement on Form N-4 filed on or about
February 6, 1998 (Files No. 333-45727; 811-08635).
