KEYPORT VARIABLE ACCOUNT 1
497, 1995-10-13
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                     SUPPLEMENT DATED OCTOBER 13, 1995 TO
                       PROSPECTUS DATED MAY 1, 1995 FOR
                                   KEYLIFE
                           INDIVIDUAL SINGLE PREMIUM
                        VARIABLE LIFE INSURANCE POLICY
                                   ISSUED BY
                         KEYPORT  VARIABLE  ACCOUNT I
                                      AND
                        KEYPORT LIFE INSURANCE COMPANY


- ------------------------------------------------------------------------------


On September 27, 1995, the Securities and Exchange Commission issued an order
approving the substitution of shares of the Colonial-Keyport Strategic Income
Fund for shares of the Managed Income Fund ("MIF"); the substitution of shares
of the Mortgage Securities Income Fund for shares of the Colonial-Keyport U.S.
Government Fund ("CKUSGF") and the substitution of shares of the Managed Assets
Fund for shares of the Strategic Managed Assets Fund ("SMAF"). MIF, CKUSGF and
SMAF Sub-Accounts are no longer available under the Policy for any purpose.

- ------------------------------------------------------------------------------


                   SERVICE HOTLINE (800) 367-3653, option 6
                  Issued by:  Keyport  Life Insurance Company
               Distributed by:  Keyport Financial Services Corp.
        SteinRoe Trust managed by:  Stein Roe and Farnham Incorporated
                One South Wacker Drive, Chicago, Illinois 60606
        Keyport Trust managed by: Keyport Advisory Services Corp. and
             Sub-advised by Colonial Management Associates, Inc.
              One Financial Center, Boston, Massachusetts 02110

                         Keyport Companies located at:
               125 High Street, Boston, Massachusetts 02110-2712



<PAGE>



                                     KEYLIFE
            INDIVIDUAL SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                                    ISSUED BY
                           KEYPORT VARIABLE ACCOUNT I
                                       AND
                         KEYPORT LIFE INSURANCE COMPANY

      The individual variable life insurance policy ("Policy") described in this
Prospectus is a single premium variable life insurance policy. The Policy has
been designed to be used in connection with estate planning and other insurance
needs of individuals. THE POLICY CEASED BEING AVAILABLE FOR PURCHASE IN AUGUST
1990.

      Premiums may be allocated to a segregated investment account of Keyport
Life Insurance Company ("Keyport") which account has been designated Keyport
Variable Account I ("Variable Account") and/or to the General Account of
Keyport. The Variable Account invests in shares of the Eligible Funds of
SteinRoe Variable Investment Trust ("SteinRoe Trust") and Keyport Variable
Investment Trust ("Keyport Trust") at their net asset value (see "Eligible
Funds" on Page 8). Policy Owners bear the complete investment risk for all
amounts allocated to the Variable Account.

      With respect to amounts allocated to the Variable Account, the cash value
and, under certain circumstances, the death benefit of the Policy may increase
or decrease depending on the investment experience of the Variable Account. A
Guaranteed Minimum Death Benefit is provided which is unaffected by investment
experience.

      Any policy entered into on or after June 21, 1988 is a "modified endowment
contract" under the Internal Revenue Code. Loans and other distributions made
under any such Policy while the Insured is alive will be taxed in a manner
similar to distributions from annuity contracts (see "Tax Status of the Policy"
on Pages 20-22).

Right to Examine the Policy--Free Look Period

      The Policy may be returned within 10 days after receipt or within 45 days
after the Policy Owner completes the application for insurance, whichever is
later. It can be mailed or delivered to either Keyport or the agent who sold it.
The returned Policy will be treated as if never issued and Keyport will refund
any premium paid. The premium paid will be deposited in the General Account and
held there at interest until the end of the Free Look Period, at which time the
premium will be allocated as specified in the application in one or more
Sub-Accounts of the Variable Account and/or the General Account.

PURCHASERS SHOULD NOTE THAT IT MAY OR MAY NOT BE ADVANTAGEOUS TO REPLACE
EXISTING LIFE INSURANCE WITH THE POLICY DESCRIBED IN THIS PROSPECTUS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

               THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.

                      The date of this Prospectus is May 1, 1995.

         Executive Office:  125 High Street, Boston, MA 02110, (617) 526-1400

                                          1

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                                   TABLE OF CONTENTS
                                                                        Page
Right to Examine Policy--Free Look Period                                  1
Glossary of Special Terms                                                  4
   Beneficiary, Contingent Beneficiary                                     4
   Date of Issue                                                           4
   General Account                                                         4
   Indebtedness                                                            4
   Insured                                                                 4
   Loan Account                                                            4
   Monthly Anniversary                                                     4
   Office                                                                  4
   Policy Owner, Joint Policy Owner, Contingent Policy Owner               4
   Policy Year, Policy Anniversary                                         4
   Variable Account                                                        4
   Written Request                                                         4
Summary                                                                    5
   Introduction                                                            5
   The Variable Account                                                    5
   Charges and Deductions                                                  5
   Loans                                                                   6
   Surrenders                                                              6
Keyport                                                                    6
The Variable Account                                                       7
Allocation of Investments Under the Policy                                 7
   General Account                                                         7
   Variable Account                                                        7
   Eligible Funds and Sub-Accounts in the Variable Account                 8
   Eligible Funds                                                          8
      Cash Income Fund                                                     9
      Mortgage Securities Income Fund                                      9
      Managed Income Fund                                                  9
      Managed Assets Fund                                                  9
      Strategic Managed Assets Fund                                        9
      Managed Growth Stock Fund                                           10
      Capital Appreciation Fund                                           10
      Colonial-Keyport U.S. Government Fund                               10
      Colonial-Keyport Growth and Income Fund                             10
      Colonial-Keyport Utilities Fund                                     10
      Colonial-Keyport U.S. Fund for Growth                               10
      Colonial-Keyport International Fund for Growth                      10
      Colonial-Keyport Strategic Income Fund                              11
      Newport-Keyport Tiger Fund                                          11
   Transfers                                                              11
   Substitution of Eligible Funds                                         12
Charges and Deductions                                                    12
   Deductions from Premium                                                12
   Deductions from Sub-Account Values                                     12
      Daily Deduction                                                     12
      Monthly Deduction                                                   12
      Sales Load Charge                                                   14

                                          2

<PAGE>




                             TABLE OF CONTENTS (Continued)
                                                                          Page

Deduction from Surrendered Values                                         14
Deduction from Transferred Values                                         14
The Policy                                                                14
   General                                                                14
   Insurance Underwriting                                                 14
   Illustrations                                                          14
Cash Value and Surrender Rights                                           15
   Cash Value                                                             15
   Crediting of Additional Variable Account Cash Values                   15
   Reduction in Cost of Insurance and Reduction or Elimination
     of Policy Maintenance Charge                                         15
   Cash Surrender Value                                                   16
Loan Privileges                                                           16
   Policy Loans                                                           16
   Policy Loan Interest                                                   16
   Loan Repayment                                                         17
Death Benefits                                                            17
   The Death Benefit                                                      17
   Payment of Death Benefit                                               17
   Payment Options                                                        18
Valuation                                                                 18
   Valuation of Assets                                                    18
   Method of Determining Variable Account Values                          18
Other Policy Provisions                                                   19
   Ownership                                                              19
   Change of Policy Owner or Beneficiary                                  19
   Assignment                                                             19
   Incontestability                                                       20
   Suicide                                                                20
   Misstatement of Age (or Sex)                                           20
Suspension of Payments                                                    20
Tax Status                                                                20
   Introduction                                                           20
   Keyport Tax Status                                                     20
   Tax Status of the Policy                                               21
Variable Account Voting Rights                                            22
   Disregard of Voting Instructions                                       23
Keyport Management                                                        23
Distribution of the Policy                                                25
Other Policies Issued by Keyport                                          25
State Regulation                                                          25
Reports to Policy Owners                                                  25
Legal Proceedings                                                         25
Experts                                                                   25
Registration Statement                                                    26
Legal Matters                                                             26
Financial Statements                                                      26
Appendix - A, B, C, D and E                                               67


                                          3

<PAGE>



                      The Policy is not available in all States.

NO PERSON IS AUTHORIZED BY KEYPORT TO GIVE INFORMATION OR TO MAKE ANY
REPRESENTATION,OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH
THE OFFERS CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OF OR SOLICITATION OF AN OFFER TO ACQUIRE ANY INTEREST OR PARTICIPATION IN
THE VARIABLE LIFE POLICY OFFERED BY THIS PROSPECTUS TO ANYONE IN ANY STATE OR
JURISDICTION IN WHICH SUCH SOLICITATION OR OFFER MAY NOT BE MADE LAWFULLY.

                              GLOSSARY OF SPECIAL TERMS

Beneficiary, Contingent Beneficiary--The Beneficiary is the person or persons
who will receive any death benefit. The Contingent Beneficiary, if any, will
become the Beneficiary should the Beneficiary die prior to the date of death of
the Insured.

Date of Issue--The date on which the Policy takes effect.

General Account--The general asset account of Keyport which contains all the
assets of Keyport, other than the assets of the Variable Account and other
separate investment accounts.

Indebtedness--The amount of any existing loans and a pro rata portion of any
loan interest due on the next Policy Anniversary.

Insured--The person whose life is covered by the Policy.

Loan Account--That portion of the General Account that contains cash values
attributable to policy loans.

Monthly Anniversary--The Monthly Anniversary is the same day each month as the
day of issue, or the first day of the next month should that day fall on a day
beyond the end of any month.

Office--The Executive Office of Keyport which is located at 125 High Street,
Boston, Massachusetts 02110. The transactions to be performed under the Policy
are to be performed at the Executive Office.

Policy Owner, Joint Policy Owner, Contingent Policy Owner--The Policy Owner is
the person or persons having all rights under the Policy. Joint Policy Owners
are two or more natural persons who own the Policy equally with a right of
survivorship. The Contingent Policy Owner is the person or persons who will own
the Policy following the Policy Owner's death (or the deaths of all the Joint
Policy Owners).

Policy Year, Policy Anniversary--The first Policy Year starts on the Date of
Issue. Future Policy Years start on the same month and day in each subsequent
year, known as a Policy Anniversary.

Variable Account--A separate investment account maintained by Keyport into which
a portion of its assets has been allocated for the Policy described herein and
certain other policies offered by Keyport. It has been designated as Keyport
Variable Account I. Sub-Accounts have been established within the Variable
Account for each Eligible Fund.

Written Request--A request written on a form satisfactory to Keyport and filed
at the Office of Keyport.


                                          4

<PAGE>



                                        SUMMARY

Introduction

The Variable Account is a separate investment account maintained by Keyport. The
General Account consists of all Keyport's assets other than the Variable Account
and the assets of other separate accounts maintained by Keyport.

The minimum premium Keyport will accept for a Policy is $5,000. Policy Owners
may allocate premiums to either the Variable Account or the General Account, or
both. If the Policy Owner invests in the Variable Account, the cash value and,
under certain circumstances, the death benefit of the Policy, may increase or
decrease depending on the investment experience of the Eligible Fund chosen
which serves as an underlying investment for a Sub-Account of the Variable
Account. (For further information, see "Cash Value and Surrender Rights" and
"Death Benefits" on Pages 15 and 17, respectively.) No additional premiums will
be accepted by Keyport under a Policy after it is issued. However, additional
Policies may be purchased. At the present time the Policies will not be issued
on Insureds with less than standard mortality factors.

If the Policy Owner allocates premium to the General Account, the cash value
and, under certain circumstances, the death benefit of the Policy, will increase
at guaranteed interest rates and, at Keyport's discretion, at such higher rates
of interest that may be credited.

A Guaranteed Minimum Death Benefit is provided which is unaffected by investment
experience.

There are no federal income taxes on increases in the cash value of a Policy
until a distribution occurs while the Insured is alive. A taxable distribution
can be a total surrender payment and, for Policies entered into on or after June
21, 1988 ("MEC Policies"), also a loan or the making of an assignment of the
Policy. A federal penalty tax (currently 10%) may also apply to MEC Policies.
This federal income tax treatment applies to a MEC Policy since it is a
"modified endowment contract" under Section 7702A of the Internal Revenue Code
(the Single Premium is greater than the premium defined under that Section's
"7-pay test"). (See "Tax Status of the Policy" on Pages 20-22.)

The Variable Account

The Variable Account is a separate account of Keyport established to hold the
investments which underlie the Policy. The assets of the Variable Account will
be invested in one or more Eligible Funds designated as permissible investments
of the Variable Account. The Variable Account is divided into Sub-Accounts on
the basis of each Eligible Fund. (See "The Variable Account" on Page 7.)

Charges and Deductions

      From Premium

      There are no deductions from the Single Premium.

      From Sub-Accounts of the Variable Account

      There is a daily deduction for assuming the risk of guaranteeing the
      mortality and expense charges, which is equal on an annual basis to .60%
      of the net assets in the Sub-Account. (See "Charges and
      Deductions-Deductions from Sub-Account Values" on Page 12.)


                                          5

<PAGE>



      Keyport may also make a charge against each Sub-Account of the Variable
      Account for any provision for taxes established by Keyport as a result of
      the operation of the Sub-Accounts. Keyport is not currently making
      provision for any taxes.

      The value of the assets in each Sub-Account will reflect the value of the
      Eligible Fund's shares and therefore the deductions from and expenses paid
      out of the assets of the Eligible Fund. For Eligible Funds of the SteinRoe
      Trust, the advisory and administrative fees are from .50% to .70% of daily
      net assets. For the Eligible Funds of the Keyport Trust, the advisory and
      administrative fees are from .60% to .90% of the daily net assets. These
      fees and other Fund expenses are described in the prospectuses for
      SteinRoe Trust and Keyport Trust in the "How the Funds are Managed"
      section under the captions "Advisory and Administrative Fees" and
      "Expenses of the Funds."

      From Cash Values

      There is a monthly deduction made from the cash value of the Policy. The
      monthly deduction is for the cost of insurance and policy maintenance
      charge. A sales load totaling 6.264% of the Single Premium is deducted in
      equal installments on a monthly basis beginning in the second policy year
      or from surrendered values if the total sales load has not been otherwise
      deducted.

      Under certain circumstances and after a specified number of years the cost
      of insurance and policy maintenance charge may be reduced. (See "Cash
      Value and Surrender Rights-Reduction in Cost of Insurance and Reduction or
      Elimination of Policy Maintenance Charge" on Page 15.)

      From Surrendered Values

      There is a deduction from cash value of any unpaid sales load charge. (See
      "Charges and Deductions-Deduction from Surrendered Values" on Page 14.)

      From Transferred Values

      Keyport has reserved the right to deduct a fee for implementing a transfer
      of cash value from one Sub-Account to another and to or from the General
      Account and the Variable Account. Keyport is not currently charging any
      such fee. (See "Charges and Deductions-Deduction from Transferred Values"
      on Page 14.)

Loans

Policy Owners may make policy loans. (See "Loan Privileges" on Page 16.) For
Policies entered into on or after June 21, 1988, policy loans can be taxable
(see "Tax Status of the Policy" on Pages 20-22).

Surrenders

Policy Owners may surrender the Policy for its cash surrender value at any time.
(See "Cash Value and Surrender Rights" on Page 15.)

                                       KEYPORT

Keyport was incorporated in Rhode Island in 1957 as a stock life insurance
company. Its executive and administrative Office is at 125 High Street, Boston,
Massachusetts 02110 and its home office is at 235 Promenade Street, Providence,
Rhode Island 02903. Prior to January 1, 1991, Keyport's name was Keystone
Provident Life Insurance Company.


                                          6

<PAGE>



Keyport writes individual and group life insurance and annuity contracts on a
non-participating basis. Keyport is licensed to do business in all states other
than New York. Keyport is also licensed in the District of Columbia and the
Virgin Islands. Keyport has been rated A+ (Superior) by A.M. Best and Company,
independent analysts of the insurance industry. Keyport has been rated A+ each
year since 1976. "Superior" is Best's the highest rating category, which also
includes A++. Best's Ratings merely reflect Best's opinion as to the relative
financial strength of Keyport.

Keyport is one of the Liberty Financial Companies. Keyport is ultimately
controlled by Liberty Mutual Insurance Company of Boston, Massachusetts, a
multi-line insurance and financial services institution.

                                 THE VARIABLE ACCOUNT

The Variable Account was established by Keyport pursuant to the provisions of
Rhode Island law on September 2, 1982. Prior to January 1, 1991, the Variable
Account's name was Keystone Provident Variable Account I. Keyport has caused the
Variable Account to be registered with the Securities and Exchange Commission as
a Unit Investment Trust type of separate account pursuant to the provisions of
the Investment Company Act of 1940. Such registration does not involve
supervision of the management of the Variable Account or Keyport by the
Securities and Exchange Commission.

The assets of the Variable Account are the property of Keyport and are not
chargeable with liabilities arising out of any other business Keyport may
conduct. The income, gains or losses, whether or not realized, from assets
allocated to the Variable Account, are, in accordance with the Policy, credited
to or charged against the Variable Account without regard to any other income,
gains or losses of Keyport.

Keyport does not guarantee the investment performance of the Variable Account.
When amounts are allocated to the Variable Account, cash values and, under
certain circumstances, the death benefit will vary with the investment
performance of the investments in the Sub-Accounts of the Variable Account in
which values are held.

                      ALLOCATION OF INVESTMENTS UNDER THE POLICY

Premiums applied to the Policy may be allocated in whole or in part to the
General Account and/or the Variable Account. The minimum allocation to the
General Account or to any Sub-Account of the Variable Account is 10% of the
Single Premium.

General Account

This Prospectus has no applicability to the General Account. However, for the
information of Policy Owners some occasional references will be made to the
General Account and the right to allocate or re-allocate the Single Premium,
cash values, or loan repayments to the General Account.

Variable Account

Premium applied to the Variable Account will be invested in one or more of the
Eligible Funds at net asset value, in accordance with the directions of the
Policy Owner(s) in the application, subject to any terms and conditions imposed
on such selection by Keyport. The assets of the Variable Account will be
segregated by Eligible Fund, thus establishing a series of Sub-Accounts within
the Variable Account. Keyport may, from time to time, withdraw, substitute,
merge or add Eligible Funds. When a new Eligible Fund is added, the Policy Owner
may be permitted to select such Fund as an underlying investment for a Policy
subject to any terms and conditions Keyport may impose. (See "Transfers" on Page
11.)

                                          7

<PAGE>




Eligible Funds and Sub-Accounts in the Variable Account

The Sub-Accounts in the Variable Account and the corresponding Eligible Funds of
SteinRoe Trust are as follows:

  Eligible Funds of
  SteinRoe Variable Investment Trust                  Sub-Accounts

  Cash Income Fund ("CIF")                            CIF    Sub-Account
  Mortgage Securities Income Fund ("MSIF")            MSIF   Sub-Account
  Managed Income Fund ("MIF")                         MIF    Sub-Account*
  Managed Assets Fund ("MAF")                         MAF    Sub-Account
  Strategic Managed Assets Fund ("SMAF")              SMAF   Sub-Account*
  Managed Growth Stock Fund ("MGSF")                  MGSF   Sub-Account
  Capital Appreciation Fund ("CAF")                   CAF    Sub-Account

* The MIF and SMAF Sub-Accounts are not available to receive transfers of Policy
value.

Keyport Trust Sub-Accounts in the Variable Account and the corresponding
Eligible Funds of Keyport Trust are as follows:

  Eligible Funds of
  Keyport Variable Investment Trust                        Sub-Accounts

  Colonial-Keyport U.S. Government Fund ("CKUSGF")         CKUSGF Sub-Account**
  Colonial-Keyport Growth and Income Fund ("CKGIF")        CKGIF  Sub-Account
  Colonial-Keyport Utilities Fund ("CKUF")                 CKUF   Sub-Account
  Colonial-Keyport U.S. Fund for Growth ("CKUSFG")         CKUSFG Sub-Account
  Colonial-Keyport International Fund for Growth ("CKIFG") CKIFG  Sub-Account
  Colonial-Keyport Strategic Income Fund ("CKSIF")         CKSIF  Sub-Account
  Newport-Keyport Tiger Fund ("NKTF")                      NKTF   Sub-Account

** The CKUSGF Sub-Account is not available to receive transfers of Policy value.

(Note - Other Sub-Accounts and Eligible Funds may be added from time to time.)

Eligible Funds

The Eligible Funds which are permissible investments of the Variable Account are
the separate funds of the SteinRoe Trust, the separate funds of the Keyport
Trust, and any other mutual funds with which Keyport and the Variable Account
may enter into a participation agreement for the purpose of making such mutual
funds available as Eligible Funds under the Policies.

Stein Roe & Farnham Incorporated ("Stein Roe") is the investment adviser for
each Eligible Fund of the SteinRoe Trust. In 1986, Stein Roe was organized and
succeeded to the business of Stein Roe & Farnham, a partnership. Stein Roe is an
affiliate of Keyport. Stein Roe and its predecessor have provided investment
advisory and administrative services since 1932.

Keyport Advisory Services Corp, ("KASC"), a subsidiary of Keyport, is the
manager for Keyport Trust and its Eligible Funds. Colonial Management
Associates, Inc. ("Colonial"), an affiliate of Keyport, serves as sub-adviser to
the Eligible Funds (other than Newport-Keyport Tiger Fund). Colonial has
provided investment advisory services since 1931. Newport Fund Management Inc.,
an affiliate of Keyport, serves as sub-adviser for the Newport-Keyport Tiger
Fund.


                                          8

<PAGE>



The investment objectives of the Eligible Funds are briefly described below.
More detailed information, including investor considerations related to the
risks of investing in a particular Eligible Fund, may be found in the current
prospectus for that Fund. An investor should read the prospectus carefully
before selecting a fund for investing. The prospectus is available, at no
charge, from a salesperson or by writing Keyport at the address shown on Page 1
or by calling (800) 437-4466.

    Cash Income Fund

    Cash Income Fund seeks high current investment income from investment in
    short-term money market instruments while emphasizing preservation of
    capital and maintaining excellent liquidity.

    Mortgage Securities Income Fund

    Mortgage Securities Income Fund seeks to provide the highest possible level
    of current income, consistent with safety of principal and maintenance of
    liquidity, by investing under ordinary circumstances at least 65% of its
    total assets in various types of investments known as Mortgage Pass-Through
    Certificates representing beneficial interests in mortgage pools.

    Managed Income Fund

    Managed Income Fund seeks a high level of current income. Capital
    preservation and appreciation are secondary objectives. The Fund invests in
    debt and convertible debt securities rated BBB or above by Standard &
    Poor's; obligations of the U.S. Government or its agencies; obligations of
    U.S. banks that belong to the Federal Reserve System, not to exceed 25% of
    the Fund's total assets; preferred stocks and convertible preferred stocks
    rated BBB or above by Standard & Poor's; highest-grade commercial debt
    repurchase agreements; and bank deposits, not to exceed 10% of total assets.
    In addition, the Fund may invest up to 20% of its assets in debt and
    convertible debt securities rated as low as CCC by Standard & Poor's to
    increase the Fund's yield. The MIF Sub-Account is no longer available to
    receive transfers of Policy value.

    Managed Assets Fund

    Managed Assets Fund seeks to provide a high total investment return. To do
    this, the Fund adjusts its overall exposure to risk by shifting its
    investment emphasis among investments providing alternatives for capital
    growth, capital stability and income as market and economic trends change.
    This flexible, total investment return approach is a fully managed
    investment policy which makes use of equity, debt, convertible and money
    market securities. The Fund expects that over longer periods a larger
    portion of the Fund's portfolio will consist of equity securities.

    Strategic Managed Assets Fund

    Strategic Managed Assets Fund seeks to provide maximum total investment
    return. To do this, the Fund aggressively adjusts its overall exposure to
    risk by shifting its investment emphasis among investments providing
    alternatives for capital growth, capital stability and income as market and
    economic trends change. This flexible total investment return approach is a
    fully managed investment policy which makes use of all types and grades of
    equity, debt, convertible and money market securities. The Fund seeks to
    achieve below-average volatility in a falling market and above-average
    volatility in a rising market. The Fund may invest all or a part of the
    equity portion of its portfolio in equity securities of newer and smaller
    companies, of companies that are speculative with respect to financial
    strength and

                                          9

<PAGE>



    stability of earnings and dividends, and of well-seasoned companies of any
    size. The Fund may also invest all or a part of the debt portion of its
    portfolio in securities rated below BBB and in unrated securities. The SMAF
    Sub-Account is no longer available to receive transfers of Policy value.

    Managed Growth Stock Fund

    Managed Growth Stock Fund seeks long term growth of capital. It is expected
    that under ordinary circumstances at least 65% of the Fund's total assets
    will be invested in common stock of growth companies, including foreign
    companies, whose earnings are expected to increase more rapidly than most
    public companies.

    Capital Appreciation Fund

    Capital Appreciation Fund seeks to provide growth of capital. The Fund
    pursues this objective by investing primarily in common stocks, securities
    convertible into common stocks, and securities having common stock
    characteristics, including rights and warrants, selected primarily for
    prospective capital growth. Investments in newer and smaller companies
    (those having a market capitalization of less than $5,000,000), particularly
    those believed to be in the earlier phases of growth, are emphasized.

    Colonial-Keyport U.S. Government Fund

    The Colonial-Keyport U.S. Government Fund seeks a high level of current
    income, consistent with the preservation of capital, by investing primarily
    in U.S.Government Securities. The Fund may invest in U.S. Government
    Securities of any maturity and in zero coupon securities. The CKUSGF is no
    longer available to receive transfers of Policy value.

    Colonial-Keyport Growth and Income Fund

    The Colonial-Keyport Growth and Income Fund seeks primarily income and
    long-term capital growth and, secondarily, preservation of capital. The Fund
    may invest without limit in U.S. and foreign common stocks that, when
    purchased, meet quantitative standards that, in Colonial's judgment,
    indicate above average financial soundness and high intrinsic value relative
    to price. The Fund may also invest in debt securities, but currently intends
    to limit those investments to U.S. Government and agency obligations (except
    for temporary or defensive investments). The market value of debt securities
    will fluctuate with changing interest rates which could affect the value of
    Fund shares. The portion of total assets invested in common stocks and debt
    securities will vary based on the availability of common stocks meeting the
    Fund's criteria and Colonial's judgment of the investment merit of common
    stocks relative to debt securities.

    Colonial-Keyport Utilities Fund

    The Colonial-Keyport Utilities Fund seeks primarily current income and,
    secondarily, long-term capital growth. The Fund normally invests at least
    65% of its total assets in common and preferred equity securities of utility
    companies.

    Colonial-Keyport International Fund for Growth

    Colonial-Keyport International Fund for Growth seeks long-term capital
    growth by investing primarily in non-U.S. equity securities. The Fund
    normally invests at least 65% of its assets in equity securities of issuers
    in at least three countries other than the U.S. The Fund may also invest up
    to 35% of its assets in high

                                          10

<PAGE>



    quality foreign government debt securities. The value of debt securities
    usually fluctuates inversely to changes in interest rates. The Fund is
    non-diversified and may invest more than 5% of its total assets in the
    securities of a single issuer, thereby increasing the risk of loss compared
    to a diversified fund. The Fund may invest up to 10% of its total assets in
    closed-end investment companies commonly referred to as "country funds".

    Colonial-Keyport U.S. Fund for Growth

    Colonial-Keyport U.S. Fund for Growth seeks growth over time exceeding the
    performance of the S&P 500 Index (Standard & Poor's Corporation Composite
    Stock Price Index). The Fund normally invests at least 65% of its total
    assets in U.S. common stocks and up to 10% in American Depository Receipts
    that State Street Global Advisors, a division of State Street Bank and Trust
    Company, believes have superior growth and value characteristics selected
    from a universe which meets certain guidelines for liquidity and investment
    information. The Fund's investments are not limited to securities in the S&P
    500 Index, but may be managed to correlate with the sectors, capitalization
    and volatility of the S&P 500 Index.

    Colonial-Keyport Strategic Income Fund

    Colonial-Keyport Strategic Income Fund seeks, primarily, a high level of
    current income and total return as is consistent with the prudent risk by
    diversifying investments primarily in U.S. and foreign government and high
    yield, high risk corporate debt securities. The Fund may invest a
    substantial portion of its assets in high yield, high risk bonds (commonly
    referred to as "junk bonds") and therefore may not be suitable for all
    investors. High risk, high yield bonds are regarded as speculative as to
    payment of principal and interest. Purchasers should carefully assess the
    risks associated with an investment in the Fund.

    Newport-Keyport Tiger Fund

    Newport-Keyport Tiger Fund seeks long-term capital growth by investing
    primarily in equity securities of companies located in the four Tigers of
    Asia (Hong Kong, Singapore, South Korea and Taiwan) and the other
    mini-Tigers of South East Asia (Malaysia, Thailand, Indonesia, China and the
    Philippines). The Fund may invest 10% of its total assets in closed-end
    investment companies commonly referred to as "country funds".

    There is no assurance that the Eligible Funds will achieve their stated
    objectives.

    The SteinRoe Trust and Keyport Trust are funding vehicles for variable
    annuity contracts and variable life policies offered by separate accounts of
    Keyport; for variable annuity contracts and variable life policies offered
    by separate accounts of Keyport's wholly-owned subsidiary, Keyport America
    Life Insurance Company, and for variable annuity contracts offered by
    separate accounts of life insurance companies affiliated and unaffiliated
    with Keyport. The risks involved in this "mixed funding" are disclosed in
    the Trust prospectus under the caption "The Trust."

    Transfers

    Policy Owners may, by Written Request, transfer non-loaned cash values among
    the Sub-Accounts of the Variable Account and the General Account subject to
    the following:


                                          11

<PAGE>



          (a)   the minimum value that may be transferred from any Sub-Account
                or the General Account is $1,000 (or the total value if it is
                less than $1,000);

          (b)   following a transfer, the remaining value in a Sub-Account or 
                General Account must be either zero or at least $1,000;

          (c)   Keyport has reserved the right to limit the number of transfers
                to no more than four every Policy Year (the current limitations
                are five transfers per calendar year and three per calendar
                quarter);

          (d)   any amounts allocated or transferred to the General Account may
                not be transferred from the General Account for a period of one
                year following such allocation or transfer (Keyport accounts for
                multiple transfers on a first-in, first-out basis); and

          (e)   the deduction of any fees that Keyport may impose on such 
                transfer. There is currently no charge for such transfer.

    Substitution of Eligible Funds

    If the shares of any of the Eligible Funds should become unavailable for
    investment by the Variable Account or if in the judgment of Keyport's Board
    of Directors further investment in such Fund shares should become
    inappropriate in view of the purpose of the Policy, Keyport may add or
    substitute shares of another Eligible Fund or of another mutual fund for
    Eligible Fund shares already purchased under the Policy. No substitution of
    Fund shares in any Sub-Account may take place without prior approval of the
    Securities and Exchange Commission and under such requirements as it may
    impose.

                                CHARGES AND DEDUCTIONS

Deductions from Premium

No deduction of any type is made at the time of payment of the Single Premium.
Thus, 100% of the premium is immediately applied to the Policy.

Deductions from Sub-Account Values

    Daily Deduction

    Keyport deducts from the assets of a Sub-Account a daily charge for assuming
    the risk of guaranteeing mortality factors and the expense charges which is
    equal on an annual basis to .60% of the net assets in that Sub-Account. This
    charge is referred to as the Mortality and Expense Risk Charge. The
    mortality risk assumed by Keyport is that the insureds, as a group, may not
    live as long as expected. The expense risk assumed by Keyport is that actual
    expenses may be greater than those assumed. Keyport is responsible for all
    administration of the Policies and the Variable Account. (See "Monthly
    Deduction" below.)

    The amount of the monthly deduction specified in the Policy (see "Monthly
    Deduction" below) is based on assumed life spans of the Insureds, as a
    group, and on assumed levels of expenses which will be borne by Keyport.
    Keyport guarantees that it will not increase charges against the Policy
    despite any increases in its costs as a result of a higher death rate of
    Insureds or of increased expenses above assumed levels. If the life spans of
    the Insureds, as a group, are equal to or greater than those assumed in
    setting the deductions specified in the Policies, or if the actual

                                          12

<PAGE>



    expenses borne by Keyport are equal to or less than those assumed in the
    Policies, then Keyport will derive a profit from the daily deduction. On the
    other hand, if the life spans of the Insureds are less than those assumed,
    or if the actual expenses are greater than those assumed, then Keyport's
    profit from the daily deduction will be reduced or eliminated, or Keyport
    may experience a loss. Keyport expects to profit from the daily deduction.

    Keyport may also charge for any provision for income taxes established by
    Keyport as a result of the operations of the Variable Account and the
    Sub-Accounts thereunder. Keyport is not currently charging for any tax
    provisions.

    Monthly Deduction

    Keyport makes a monthly deduction for the cost of insurance and the policy
    maintenance charge from the cash value of the Policy. Any monthly deduction
    will be allocated among all Sub-Accounts of the Variable Account and any
    values in the General Account, exclusive of the Loan Account, in the
    proportion that the cash value in each bears to the total cash value,
    exclusive of the Loan Account. The monthly deduction will be made at the end
    of each policy month during the valuation period in which the Monthly
    Anniversary falls.

    The cost of insurance is determined on each Monthly Anniversary. The cost of
    insurance amount will vary by the difference between the death benefit and
    the cash value as well as the Insured's age last birthday (and sex in those
    states that do not permit unisex tables), all as of the prior Monthly
    Anniversary. The cost of insurance will generally increase as the Insured
    gets older. The table in the Policy which is used to determine the cost of
    insurance is based on the Commissioners' 1980 Standard Ordinary Table,
    Blended Table B, age last birthday, at 4%.

    The policy maintenance charge reimburses Keyport for administrative costs
    related to the Policy, for the costs of absorbing state and local premium
    taxes, and for assuming certain risks associated with providing a Guaranteed
    Minimum Death Benefit. Administration of the Policy includes Policy
    underwriting and issuance, maintenance of policy records, Policy Owner
    service, all accounting, reserve calculations, regulatory and reporting
    requirements, and audits of the Variable Account. Policy administration is
    supported by a computer system. The expenses associated with its
    acquisition, modification and maintenance are recognized in this charge.

    The policy maintenance charge is calculated and deducted on each Monthly
    Anniversary. The Guaranteed Maximum Monthly Policy Maintenance Charge is
    determined by multiplying the lesser of (i) the Guaranteed Minimum Death
    Benefit and (ii) 3.5 times the Single Premium by the applicable policy
    maintenance charge factor and dividing the result by $1,000. The applicable
    policy maintenance charge factors are determined at the time the Policy is
    issued and are shown on the Policy's specifications page. If the Single
    Premium is not over $40,000, the factor for issue ages through 45 is $0.25
    for policy years 1-15 and $0.15 for policy years thereafter. If the Single
    Premium is over $40,000, the factor for issue ages through 45 is less than
    $0.25 (i.e., it equals $10,000 divided by the Single Premium) for policy
    years 1-15 and is less than $0.15 (i.e., it equals $6,000 divided by the
    Single Premium) for policy years thereafter. For issue ages above 45 the
    factors noted above are increased by 3.2% for each year the issue age
    exceeds 45. See Appendix B on Page 77 for an illustrative example of the
    calculation of this Charge.

    Under certain circumstances, the policy maintenance charge may be less than
    the Guaranteed Maximum Monthly Policy Maintenance Charge. (See "Reduction in
    Cost of Insurance and Reduction or Elimination of Policy Maintenance Charge"
    on Page 15.)


                                          13

<PAGE>



    Sales Load Charge

    The charge for sales load reimburses Keyport for expenses incurred in
    connection with the promotion, sale and distribution of the Policy. The
    amount of this charge is equal to 6.264% of the Single Premium. This charge
    is deferred and is deducted from the Policy's cash value, exclusive of the
    Loan Account, in equal installments on each Monthly Anniversary during
    Policy Years 2 through 10. Any uncollected sales load charges will be
    deducted from the cash value if the Policy is surrendered during Policy
    Years 1 through 10. The charges are allocated in the same manner as
    described for the monthly deduction. Keyport anticipates that the sales load
    charge will be sufficient to cover its distribution expenses. If such charge
    is not sufficient, any deficit will be made up from Keyport's general
    assets.

Deduction from Surrendered Values

As noted in the discussion under "Sales Load Charge" above, any uncollected
sales load charges are deducted from the cash value if the Policy is surrendered
during Policy Years 1 through 10.

Deduction from Transferred Values

Keyport has reserved the right to deduct a fee for implementing a transfer of
cash value from one Sub-Account to another and to or from the General Account
and the Variable Account. Keyport is not currently charging any fee.

                                      THE POLICY

General

The Policy is an individual single premium variable life insurance policy. The
premium for the Policy must be paid in United States currency. Coverage under
the Policy does not commence until a Policy has been issued and the premium paid
during the Insured's lifetime.

Insurance Underwriting

Insurance underwriting is designed to group applicants of the same age (and sex
in those states that have not adopted the unisex tables) into classifications
which can be expected to produce mortality experience consistent with the
actuarial model for that class. Keyport uses two methods of underwriting: (a)
simplified underwriting; and (b) medical underwriting which may require a
medical exam. Simplified underwriting will be used if the Single Premium for a
Policy is $35,000 or less. Simplified underwriting is based on answers to
medical questions in the application and physicians' statements.

To purchase a Policy, a completed application must be sent to Keyport at its
Office at 125 High Street, Boston, Massachusetts 02110. The minimum Single
Premium is $5,000. Acceptance of the application is subject to Keyport's
underwriting rules. Keyport may, in its sole discretion, reject any application
or premium for any reason.

Illustrations

This Prospectus contains illustrations which may be helpful in understanding how
the Policy works. The tables in the illustrations show how the cash surrender
value and death benefits of a Policy can change with the investment experience
of the Variable Account. The tables show how the cash surrender values and death
benefits of a Policy issued to an Insured (of either sex) at various ages vary
with certain assumed yields (see Appendix A on Page 67). For illustrations at
ages and for Guaranteed Minimum Death

                                          14

<PAGE>



Benefit amounts not shown therein, the prospective Policy Owner should contact
his agent who will request illustrations from Keyport.

                           CASH VALUE AND SURRENDER RIGHTS

Cash Value

The cash value of the policy is the total of all Sub-Account, General Account
and Loan Account values.

Crediting of Additional Variable Account Cash Values

Beginning with the 9th Policy Anniversary, Keyport guarantees to credit
additional cash values to the Variable Account (not to General Account) values
of a Policy if the investment experience of the Variable Account exceeds certain
assumed levels for that Policy. On each applicable Policy Anniversary
thereafter, Keyport will determine whether or not additional cash values will be
added to the Variable Account values by the application of an actuarial formula
set forth in the Policy. (See "Charges and Deductions--Daily Deduction" on Page
12.)

Keyport has guaranteed the crediting of such additional cash values because
certain costs of Keyport are more rapidly amortized when actual investment
experience exceeds assumed levels for certain time periods. A different formula
is used for the 16th Policy Anniversary and thereafter than is used for Policy
Anniversaries 9 through 15.

If the condition stated above is met, then Keyport will add to the cash value in
each Sub-Account on such Policy Anniversary an amount equal to .30% of the cash
value of each Sub-Account. The crediting of such values is accomplished by the
purchase of full or fractional Sub-Account units. For an illustrative example of
a cash value adjustment, see Appendix C on Page 78.

Reduction in Cost of Insurance and Reduction or Elimination of Policy 
Maintenance Charge

On each Monthly Anniversary, Keyport makes a deduction from the cash value of a
Policy for the cost of insurance and the policy maintenance charge.

Beginning with the 8th Policy Year, Keyport guarantees to reduce the monthly
deduction for the cost of insurance and policy maintenance charge under certain
conditions. In the event the investment experience of the Variable Account is
below certain anticipated levels assumed in constructing the Policy, Keyport
will, pursuant to an actuarial formula contained in the Policy, reduce the
monthly deduction for the cost of insurance and policy maintenance charge. In
order to sustain the cash values and death benefits of a Policy and to encourage
Policy Owner retention of a Policy, Keyport reduces these charges when actual
investment experience is below the assumed levels. Any reduction of these
charges is only applicable for a monthly period at a time; the charges may be
increased or reimposed in each subsequent monthly period to their original
level.

Beginning with the 9th Policy Year, Keyport guarantees to reduce or eliminate
the monthly deduction for the policy maintenance charge under certain
conditions. In the event the investment experience of the Variable Account is
above certain anticipated levels assumed in constructing the Policy, Keyport
will, pursuant to an actuarial formula contained in the Policy, reduce or
eliminate the monthly deduction for the policy maintenance charge. While a
reduction of the charge can occur at any time after the beginning of the 9th
Policy Year, elimination of the charge can occur only during the 9th through
15th Policy Years. Keyport has provided for such a reduction or elimination of
the deduction because a deduction in the original amount is not actuarially
necessary when actual investment experience is above assumed levels. Any

                                          15

<PAGE>



reduction in or elimination of this charge is only applicable for a monthly
period at a time; the charge may be increased or reimposed in each monthly
period to the original level. For an illustration of the reduction or
elimination of this charge, see Appendix C on Page 78.

Cash Surrender Value

The Policy Owner may surrender the Policy for its cash surrender value by
submitting a Written Request for surrender to Keyport. The cash surrender value
is equal to:

    (a)   the cash value; less

    (b)   any uncollected sales load charges; less

    (c)   any Indebtedness.

Surrendering the Policy will cancel it. Keyport will normally pay the amount of
any surrender within seven (7) days of receipt of such request, unless the
Suspension of Payments provision of the Policy is in effect. (See "Suspension of
Payments" on Page 20.)

                                   LOAN PRIVILEGES

Policy Loans

Subject to the rights of any assignee, after the first Policy Year, Keyport will
grant to the Policy Owner a loan on the Policy. Keyport will not make a loan for
less than $1,000. Subject to this minimum, the Policy Owner may borrow any
amount less than or equal to 80% of the cash value of the Policy (or any other
amount required by state law), less any existing Indebtedness. For Policies
entered into on or after June 21, 1988, policy loans can be taxable (see "Tax
Status of the Policy" on Pages 20-22).

A portion of cash value in the Variable Account and/or General Account equal to
the requested policy loan amount is placed in the Loan Account. An amount equal
to the loan will be deducted: (a) from the Sub-Account(s) of the Variable
Account and/or the General Account in the manner that the Policy Owner chooses
by Written Request; or (b) from each Sub-Account in the Variable Account in the
proportion that the cash value in each Sub- Account bears to the loan amount
requested if the Policy Owner does not specify how the loan is to be allocated.
If there is no value, or insufficient value, in the Variable Account, then the
loan amount, or the insufficient portion, will be deducted from the General
Account. Unpaid interest will also be transferred to the Loan Account (see
"Policy Loan Interest" below). Cash Values in the Loan Account, including unpaid
loan interest that has been added to the loan balance, will be credited with
interest at an annual effective rate of 4.00% per year. Since cash values are
placed in the Loan Account when a loan is made, such cash values do not
participate in the investment experience of the Variable Account; therefore the
investment yield on cash values held in the Loan Account is limited to the 4%
rate credited by Keyport. Thus, a loan will have a permanent effect on cash
values and death benefits of a Policy.

Keyport may defer granting a loan from the General Account for up to six months.
The six-month period begins on the date Keyport receives the Written Request for
a loan. No such delay is applicable to loans made from the Variable Account.

Policy Loan Interest

Interest on any existing loan is due on each Policy Anniversary. The maximum
loan interest rate, which may vary from time to time, will never be higher than
the amount

                                          16

<PAGE>



shown in the Policy. If the Policy Owner pays loan interest when due, the
increase in borrowed cash value amounts will be removed from the Loan Account
and re-invested in the Sub-Account(s) of the Variable Account and/or in the
General Account:

    (a)   in accordance with the proportionate allocation in the Policy; or

    (b)   in such other manner that the Policy Owner chooses by Written Request.

If the Policy Owner does not pay the loan interest when due, Keyport will:

    (a)   pay off part of the loan interest due by applying the increase in 
          borrowed cash value amounts to pay loan interest; and if that is 
          insufficient,

    (b)   add the remaining loan interest due to the loan balance and transfer
          such amount from the Variable Account and/or the General Account in
          the same manner as described for policy loans, above.

The Indebtedness may not exceed the cash surrender value of the Policy. Should
this occur, the Policy will lapse. However, the Policy will not lapse until 31
days after a notice is sent to the Policy Owner. A notice will also be sent to
any assignee of record.

Loan Repayment

If the Policy is still in force, the Policy Owner may repay a loan in whole or
in part. In order to fully repay an existing loan, a pro rata portion of the
loan interest due on the next Policy Anniversary must also be paid. Upon
repayment, the cash value in the Loan Account supporting the policy loan being
repaid will be removed and re-invested in the Sub-Account(s) of the Variable
Account and/or the General Account in the same manner as described for the
payment of loan interest described above under "Policy Loan Interest."

                                    DEATH BENEFITS

The Death Benefit

The cash value and the death benefit of the Policy generally will increase or
decrease depending on the investment experience of Variable Account cash values
and/or the amount of interest credited on the General Account cash values. The
death benefit of the Policy at any time is the cash value of the Policy divided
by an appropriate actuarial amount (the net single premium shown in the Policy),
which varies according to the Insured's attained age. However, at no time will
the death benefit be less than it is on the Date of Issue (see Appendix D on
Page 80 for factors that may be used to calculate the approximate death
benefit). This death benefit floor is called the Guaranteed Minimum Death
Benefit. The death benefit will be reduced by any Indebtedness.

Appendix E on Page 81 is a Table of Net Single Premium Factors contained in the
Policy. The net single premium factor increases with the age of an Insured.
Therefore, when divided into the cash value of a Policy, it will reduce the
death benefit under such Policy unless the cash value has increased at a greater
rate than the increase in the applicable net single premium factor.

Payment of Death Benefit

The death benefit will be calculated on the date Keyport receives written proof
of death of the Insured. Before Keyport pays any death benefit it requires
written proof of death of the Insured and the return of the Policy or a lost
policy certificate.

                                          17

<PAGE>




Keyport will pay the death benefit in a lump sum to the Beneficiary, if alive on
the date of death, otherwise, to any Contingent Beneficiary alive on that date,
and otherwise to the Policy Owner or to the estate of the Policy Owner.

If the Policy Owner names more than one person as Beneficiary or Contingent
Beneficiary and does not state otherwise, any non-survivor will not receive any
benefit, the survivors will receive equal shares, and if there is only one
survivor, that person will receive the entire benefit. Any death benefit will be
paid in accordance with any applicable laws governing the payment of death
proceeds.

Payment Options

Any amount of $5,000 or more payable under the Policy may be received under a
payment option.

The payment options are:

Option 1. Income for a Fixed Number of Years. Keyport will pay equal payments 
for a chosen number of years, not over 30.

Option 2. Life Income with a Fixed Number of Years Guaranteed. Keyport will make
a payment once each month for as long as the payee lives. Payments are
guaranteed for at least the number of months chosen even if the payee dies
before then. The minimum amount of each payment will depend on the payee's sex
and age before the payments start.

Option 3. Interest Income. Keyport will pay interest on the amount left with
Keyport at a rate of at least 2.5% per year, compounded annually, for a chosen
number of years, not over 30. Interest payments will be made annually,
semi-annually, quarterly or monthly, as chosen.

Option 4. Income of a Fixed Amount. Keyport will make payments of a specified
amount. Keyport will credit interest on the balance of the amount payable left
with Keyport. This interest will be at a rate of at least 2.5% per year,
compounded annually. Payments will last until the amount payable plus interest
runs out.

Other payment options (including variable payout options, if permitted by
applicable law) are available from Keyport.

                                       VALUATION

Valuation of Assets

Eligible Fund shares held in the Sub-Accounts of the Variable Account will be
valued at their net asset value by each Fund. The Sub-Accounts of the Variable
Account are valued each valuation period. A valuation period is the period
commencing at the close of trading of the New York Stock Exchange on each
valuation date and ending at the close of trading for the next succeeding
valuation date. A valuation date is each day that the New York Stock Exchange is
open for business. The New York Stock Exchange is currently closed on weekends,
New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.

Method of Determining Variable Account Values

The cash value of the Policy held in the Variable Account will fluctuate daily
in accordance with the investment results of the underlying Eligible Funds. In
order to determine how these fluctuations affect the cash value, a valuation
unit is utilized.

                                          18

<PAGE>



The valuation unit applicable during any valuation period is determined at the
end of that period.

When a Policy is issued, Sub-Account units are credited to the Policy. When
charges are deducted Sub-Account units are surrendered. On any valuation date,
the Variable Account cash value is the sum of all Sub-Account units multiplied
by the respective valuation units. When Keyport first purchased Eligible Fund
shares on behalf of the Variable Account, each valuation unit was valued at $10
for each Sub-Account. The valuation unit for each Sub-Account in any valuation
period thereafter is determined by dividing (a) by (b), where:

    (a) is equal to:

          (i)     the total value of the net assets in that Sub-Account; less

          (ii)    a charge for assuming the risk of guaranteeing mortality
                  factors and expense charges, which is equal to (i) above
                  multiplied by the valuation period equivalent of .60% per
                  year; less

          (iii)   a charge, if any, for any tax provision established by Keyport
                  as a result of the operations of that Sub-Account.

    (b)   is the total number of units in that Sub-Account at the end of the 
          valuation period.

                                OTHER POLICY PROVISIONS

Ownership

The Policy Owner, any Joint Policy Owners, and any Contingent Policy Owner are
named in the Policy. If more than one person is named as Policy Owner or
Contingent Policy Owner and the designation does not state otherwise, Keyport
will treat such persons as Joint Policy Owners. Any designations may be changed
by the Policy Owner.

While the Insured is alive, the Policy Owner may exercise all the rights of the
Policy, subject to the rights of: (a) any assignee under an assignment filed
with Keyport; and (b) any irrevocably-named Beneficiary. If the Policy Owner
dies, the Policy Owner's rights will pass to any surviving Joint Policy Owner or
Owners, otherwise to any Contingent Policy Owner then alive, and otherwise to
the Policy Owner's estate.

Change of Policy Owner or Beneficiary

By Written Request, the Policy Owner may change the Policy Owner, the Contingent
Policy Owner, Beneficiary, or Contingent Beneficiary while the Insured is alive.
An irrevocably-named person may be changed only with the written consent of such
person. After the request is recorded, the change will take effect as of the
date the request is signed. The change will not affect any payments Keyport may
make or actions it may take before recording the request.

Assignment

The Policy Owner may assign the Policy. A copy of any assignment must be filed
with Keyport. Keyport is not responsible for the validity of any assignment. If
the Policy Owner assigns the Policy, the Policy Owner's rights and those of any
revocably-named person will be subject to the assignment. An assignment will not
affect any payments Keyport may make or actions it takes before the assignment
is recorded. Any assignment made of the Policy will be subject to any
Indebtedness. For Policies entered into on

                                          19

<PAGE>



or after June 21, 1988, assignments can be taxable (see "Tax Status of the
Policy" on Pages 20-22).

Incontestability

Keyport will not contest the Policy after it has been in force, during the
Insured's lifetime, for two years from its Date of Issue.

Suicide

If the Insured commits suicide, whether sane or insane, within two years from
the Date of Issue, the death benefit payment will be limited to the greater of
the amount of the Single Premium paid or the cash value, less any Indebtedness.

Misstatement of Age (or Sex)

If the Insured's age (or sex in those states that have not adopted unisex
tables) has not been stated correctly, Keyport will change any amount payable to
what the premium paid would have bought at the true age (or sex).

                                SUSPENSION OF PAYMENTS

Keyport reserves the right to postpone surrender payments from the General
Account for up to 6 months. Keyport reserves the right to postpone any type of
payment from the Variable Account for any period when: (a) the New York Stock
Exchange is closed on other than customary weekend and holiday closings; (b)
trading on that Exchange is restricted; (c) 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 (d) the Securities and Exchange
Commission permits delay for the protection of security holders. The applicable
rules of the Securities and Exchange Commission shall govern as to whether the
conditions described in (b) and (c) exist.

                                      TAX STATUS

NOTE: The following description is based upon Keyport's understanding of current
federal income tax law applicable to life insurance in general. Keyport cannot
predict the probability that any changes in such laws will or will not be made.
Purchasers are cautioned to seek competent tax advice regarding the possibility
of such changes. Keyport does not guarantee the tax status of the Policies.
Purchasers bear the complete risk that the Policies may not be treated as "life
insurance" under federal income tax laws.

Introduction

The discussion contained herein is general in nature and is not intended as tax
advice. Each person concerned should consult a competent tax advisor. No attempt
is made to consider any applicable state or other tax laws. Moreover, the
discussion herein is based upon Keyport's understanding of current federal
income tax laws as they are currently interpreted. No representation is made
regarding the likelihood of continuation of those current federal income tax
laws or of the current interpretations by the Internal Revenue Service.

Keyport Tax Status

Keyport is taxed as a life insurance company under the Internal Revenue Code
("Code"). For federal income tax purposes, the Variable Account is not a
separate entity from Keyport and its operations form a part of Keyport.

                                          20

<PAGE>




Tax Status of the Policy

The Code includes a definition of life insurance for tax purposes. The Policies
described herein are designed to meet this definition of life insurance under
the "Cash Value Accumulation" test. The death benefit under a policy meeting
this definition will be excluded from the gross income of the beneficiary under
Section 101(a)(1) of the Code. The owner of such a policy will not be considered
to have received any increases in the policy due to interest or investment
experience before a total surrender of the policy.

The U.S. Secretary of the Treasury has issued regulations that set standards for
diversification of the investments underlying variable life insurance policies
in order for such policies to be treated as life insurance. The Eligible Funds
are designed to be managed to meet the diversification requirements for the
Policies as those requirements may change from time to time. If diversification
requirements are not satisfied, the Policy would not be treated as a life
insurance contract. As a consequence to the Policy Owner, income earned on a
Policy would be taxable to the Policy Owner in the year in which diversification
requirements were not satisfied, including previously non-taxable income earned
in prior years. As a further consequence, Keyport would be subjected to federal
income taxes on assets in their Variable Account.

The Secretary of the Treasury announced in September 1986 that he expects to
issue regulations which will prescribe the circumstances in which a Policy
Owner's control of the investments of a segregated asset account may cause the
Policy Owner, rather than the insurance company, to be treated as the owner of
the assets of the account. The regulations could impose requirements that are
not reflected in the Policy. Keyport, however, has reserved certain rights to
alter the Policy and investment alternatives so as to comply with such
regulations. Since the regulations have not 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, Policy Owners are urged
to consult with their own tax advisers.

Provisions of the Technical and Miscellaneous Revenue Act of 1988 apply to all
single premium life insurance policies, including the Policies described in the
prospectus. The Act affects the federal income tax treatment of distributions
made while the Insured is alive. Basically, these distributions will be taxed in
a manner similar to annuity contracts, as described below.

Any Policy entered into on or after June 21, 1988 is treated as a "modified
endowment contract" subject to the following four new requirements.

First, a loan is includable in gross income to the extent the Policy's total
cash value exceeds the Policy's cost basis. Any additional amount of the loan is
not includable in gross income. The Policy's cost basis is initially the Single
Premium amount (or the old policy's cost basis in the case of a Policy issued
following an exchange under section 1035 of the Code). The cost basis is then
increased after a loan by any portion of the loan includable in gross income.
The Policy's annual loan interest charge, to the extent it is paid for by a new
loan rather than a payment to Keyport, may be treated by the Act as a
distribution and thus may result in taxable income even though no money is
actually received by the Policy Owner.

Second, Policy Owners who assign or pledge a Policy will be treated as if they
had received the amount assigned or pledged and the taxable portion of such
amount will be determined under the rules above for loans.

Third, any distribution (a loan, an assignment or pledge treated as a loan, or a
total surrender payment) will be subject to a federal penalty tax of 10% of the
amount

                                          21

<PAGE>



includable in income unless the distribution occurs: (a) after the taxpayer
attains age 59 l/2; (b) in a series of substantially equal payments made for
life or life expectancy; or (c) after the taxpayer becomes totally disabled.

Fourth, a special computational rule applies if Keyport issues to the Policy
Owner during any calendar year (a) two or more Policies or (b) one or more
Policies and one or more of Keyport's other single premium life insurance
policies. Under this rule, the amount of any distribution includable in gross
income is to be determined by treating all the Keyport contracts as one
contract. Keyport believes that this means the amount of a loan or total
surrender of one contract will be includable in gross income to the extent that
at the time of the distribution the sum of cash values for all the contracts
exceeds the sum of the cost bases for all the contracts.

Any Policy entered into before June 21, 1988 may become subject to the "7-pay
test" of section 7702A of the Code on the date that the Policy's death benefit
first exceeds the sum of the Policy's death benefit on October 20, 1988, and
$150,000. If the 7-pay test does apply and the Policy fails that test, the
Policy will be treated as a "modified endowment contract." The rules described
in the prior paragraphs would then govern (a) any distributions made in the
Policy Year in which the failure occurs and any succeeding Policy Year and (b)
any distributions made in anticipation of such failure (to be defined by
regulations of the Secretary of the Treasury). The Act states that a
distribution made within 2 years before the failure to meet the 7-pay test shall
be treated as made in anticipation of such failure.

The United States Congress has in the past and may in the future consider
legislation that, if enacted, could adversely affect the tax treatment of life
insurance policies, including loans and other distributions and undistributed
appreciation. There is no way of predicting whether, when or in what form
Congress will enact legislation affecting life insurance policies. Any such
legislation could have retroactive effect regardless of the date of enactment.

THE INDIVIDUAL SITUATION OF EACH POLICY OWNER OR BENEFICIARY WILL DETERMINE HOW
OWNERSHIP OR RECEIPT OF POLICY PROCEEDS WILL BE TREATED FOR PURPOSES OF FEDERAL
INCOME AND ESTATE TAXES AS WELL AS STATE AND LOCAL ESTATE, INHERITANCE AND OTHER
TAXES. YOU SHOULD CONSULT YOUR OWN TAX ADVISER AS TO ANY TAX QUESTIONS YOU MAY
HAVE ABOUT THE POLICIES.

                            VARIABLE ACCOUNT VOTING RIGHTS

In accordance with its view of present applicable law, Keyport 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. Keyport will vote shares, for which it has not received instructions,
in the same proportion as it votes shares for which it has received
instructions. Keyport will vote interests held in its own name in the same
proportion as it votes shares based on Policy Owners' instructions.

However, if the Investment Company Act of 1940 or any Regulation thereunder
should be amended or if the present interpretation thereof should change, and as
a result Keyport determines that it is permitted to vote the shares of the
Eligible Funds in its own right, it may elect to do so.

The voting interests of the Policy Owner (or the beneficiary) in the Eligible
Funds will be determined as follows: Policy Owners may cast one vote for each
$100 of cash value of the Policy allocated to a Sub-Account on the record date
for the shareholder meeting for the Fund. Fractional votes are counted. If,
however, a Policy Owner has taken a loan secured by the Policy, amounts
transferred from the Variable Account to the General

                                          22

<PAGE>



Account in connection with the loan will not be considered in determining the
voting interests of the Policy Owner.

The number of shares which a person has a right to vote will be determined as of
the date to be chosen by Keyport not more than 90 days prior to the meeting of
the Eligible Fund. Voting instructions will be solicited by written
communication at least 14 days prior to such meeting.

Each person having the voting interest in the Variable Account will receive
periodic reports relating to the Eligible Fund in which they have an interest,
proxy material and a form with which to give such voting instructions with
respect to the proportion of the shares held in the Variable Account
corresponding to their interest in the Variable Account.

Disregard of Voting Instructions

Keyport may, when required to do so by state insurance authorities, vote shares
of the Eligible Fund without regard to instructions from Policy Owners if such
instructions would require such shares to be voted to cause the Eligible Funds
to make (or refrain from making) investments which would result in changes in
the sub-classification or investment objectives of the Eligible Fund. Keyport
may also disapprove changes in the investment policy if initiated by the Policy
Owners or directors of the Eligible Fund, if such disapproval is reasonable and
is based on a good faith determination by Keyport that the change would violate
state law or the change would not be consistent with the investment objective of
the Eligible Fund which vary from the general quality and nature of investments
and investment techniques used by other Eligible Funds with similar investment
objectives underlying other separate accounts of Keyport or of an affiliated
life insurance company.

                                  KEYPORT MANAGEMENT

The following are the directors and principal officers of Keyport.

Name                           Principal Occupation

Kenneth R. Leibler        Chairman of the Board of Keyport; Director, President
                          and Chief Executive Officer of Liberty Financial 
                          Companies, Inc.

Frederick R. Ballou       Director of Keyport; President of B.A. Ballou & Co.,
                          Inc., East Providence, RI

Frederick Lippitt         Director of Keyport; Chairman of The Providence Plan,
                          Providence RI

Erskine N. White, Jr.     Director of Keyport; President of E.N. White 
                          Management Corp., Providence, RI

John                      W. Rosensteel Director, President and Chief Executive
                          Officer of Keyport and Keyport America Life Insurance
                          Company; Chairman of the Board, Director and President
                          of Keyport Financial Services Corp.; Chairman of the
                          Board and President of Keyport Advisory Services Corp.





                                          23

<PAGE>



John                      E. Arant, III Senior Vice President - Chief Sales
                          Officer of Keyport and Keyport America Life Insurance
                          Company; Director and Senior Vice President - Chief
                          Sales Officer of Keyport Advisory Services Corp.; Vice
                          President and Chief Sales Officer Keyport Financial
                          Services Corp.

Paul H. LeFevre, Jr.      Senior Vice President-Chief Financial Officer of 
                          Keyport; Director and Senior Vice President-Chief 
                          Financial Officer of Keyport Advisory Services Corp.
                          and Keyport America Life Insurance Company

Francis E. Reinhart       Senior Vice President-Chief Administrative Officer of
                          Keyport, Keyport America Life Insurance Company and
                          Keyport Advisory Services Corp.; Director and Vice
                          President-Administration of Keyport Financial 
                          Services Corp.

Bruce J. Crozier          Vice President and Chief Actuary of Keyport and
                          Keyport America Life Insurance Company

William L. Dixon          Vice President-Compliance and Assistant Secretary of
                          Keyport; Vice President-Compliance of Keyport America
                          Life Insurance Company, Keyport Financial Services
                          Corp. and Keyport Advisory Services Corp.

Jacob M. Herschler        Vice President-Strategic Marketing of Keyport

Kenneth M. Hughes         Vice President-National Director of Institutional
                          Sales of Keyport

James J. Klopper          Vice President, Counsel and Assistant
                          Secretary of Keyport and Keyport America Life
                          Insurance Company; Vice President, Counsel and
                          Clerk of Keyport Advisory Services Corp.; Clerk
                          of Keyport Financial Services Corp.

Leslie J. Laputz          Vice President-Information Systems of Keyport

Suzanne E. Lyons          Vice President-Human Resources of Keyport

Jay L. Marmer             Vice President-Product Research and Development of
                          Keyport

Jimmie D. Massingill      Vice President-Marketing Operations of Keyport and
                          Keyport Financial Services Corp.

Stewart R. Morrison       Vice President-Investments of Keyport, Keyport
                          America Life Insurance Company and Keyport Advisory
                          Services Corp.

Deborah A. Re             Vice President-Administrative Operations of Keyport

Lee R. Roberts            Vice President-Planning and Corporate Affairs of
                          Keyport; Director and Treasurer of Keyport Financial
                          Services Corp.

Jeffery                   J. Whitehead Vice President, Treasurer and Controller
                          of Keyport and Keyport America Life Insurance Company;
                          Vice President and Treasurer of Keyport Advisory
                          Services Corp.




                                          24

<PAGE>



                              DISTRIBUTION OF THE POLICY

The Policy will be sold by licensed insurance agents in those states where the
Policy may be lawfully sold. Such agents will be registered representatives of
broker-dealers that have entered into distribution agreements for the Policies.
Such broker-dealers are registered under the Securities Exchange Act of 1934 and
are members of the National Association of Securities Dealers, Inc. (NASD). The
Policy will be distributed through Keyport Financial Services Corp., which is a
subsidiary of Keyport and also a member of the NASD and affiliated with the
investment adviser for the Eligible Funds.

                           OTHER POLICIES ISSUED BY KEYPORT

Keyport may, from time to time, offer other life insurance policies which may be
similar to those offered herein. Keyport also issues several forms of fixed
premium life plans and fixed and variable annuity contracts.

                                   STATE REGULATION

Keyport is subject to the laws of Rhode Island governing insurance companies and
to regulation by the Rhode Island Insurance Department. An annual statement in
prescribed form is filed with the Insurance Department each year covering the
operation of Keyport for the preceding year and its financial condition as of
the end of such year. Regulation by the Insurance Department includes periodic
examination to evaluate Keyport's liabilities and reserves so that the Insurance
Department may certify the items are correct. Keyport's books and accounts are
subject to review by the Insurance Department at all times and a full
examination of its operations is conducted periodically by the Insurance
Department. Such regulation does not, however, involve any supervision of
management or investment practices or policies. In addition, Keyport is subject
to regulation under the insurance laws of other jurisdictions in which it may
operate.

                               REPORTS TO POLICY OWNERS

Keyport will send to the Policy Owner, at the last known address of record, at
least annually, a report showing the death benefit, cash value, all charges made
since the last report, and any Indebtedness. The report will also show
investment information as of the Policy Anniversary and any other information or
reports required by law. Keyport will also send the Policy Owner semi-annual and
annual reports of the applicable Eligible Funds and/or such other reports as may
be required by federal securities' laws.

                                   LEGAL PROCEEDINGS

There are no legal proceedings to which the Variable Account or the Distributor
is a party. Keyport is engaged in various kinds of routine litigation which in
its judgment is not of material importance in relation to the total capital and
surplus of Keyport.

                                        EXPERTS

The consolidated financial statements of Keyport as of December 31, 1994 and
1993 and for each of the years in the three-year period ended December 31, 1994,
and the financial statements of Keyport Variable Account I as of December 31,
1994 and for each of the years in the three-year period ended December 31, 1994,
included herein, have been included herein in reliance on the reports of KPMG
Peat Marwick LLP, independent certified public accountants, and upon the
authority of that firm as experts in accounting and auditing.



                                          25

<PAGE>




                                REGISTRATION STATEMENT

A Registration Statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
Policy offered hereby. This Prospectus does not contain all the information set
forth in the Registration Statement and amendments thereto and exhibits filed as
a part thereof, to all of which reference is hereby made for further information
concerning the Variable Account, Keyport, and the Policy offered hereby.
Statements contained in this Prospectus as to the content of Policies and other
legal instruments are summaries. For a complete statement of the terms thereof,
reference is made to such instruments as filed.

                                     LEGAL MATTERS

Legal matters in connection with the Policy described herein have been passed
upon by James J. Klopper, Esq., Vice President and Counsel of Keyport.

                                 FINANCIAL STATEMENTS

The financial statements of Keyport that are included herein should be
considered only as bearing upon the ability of Keyport to meet its obligations
under the Policy.



                                          26

<PAGE>



Independent Auditors' Report 

The Board of Directors 
Keyport Life Insurance Company: 

We have audited the accompanying consolidated balance sheets of Keyport Life 
Insurance Company and subsidiaries as of December 31, 1994 and 1993, and the 
related consolidated statements of operations, stockholder's equity, and cash 
flows for each of the years in the three-year period ended December 31, 1994. 
These consolidated financial statements are the responsibility of the 
Company's management. Our responsibility is to express an opinion on these 
consolidated financial statements based on our audits. 

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation. We believe that our audits provide a 
reasonable basis for our opinion. 

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of Keyport 
Life Insurance Company and subsidiaries as of December 31, 1994 and 1993, and 
the results of their operations and their cash flows for each of the years in 
the three-year period ended December 31, 1994, in conformity with generally 
accepted accounting principles. 

As discussed in note 2(b) to the consolidated financial statements, the 
Company adopted Statement of Financial Accounting Standards No. 115, 
Accounting for Certain Investments in Debt and Equity Securities, effective 
January 1, 1994. 

[Signature KPMG Peat Marwick LLP] 

February 17, 1995 

                                       27
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Consolidated Balance Sheets 
(in thousands) 

<TABLE>
<CAPTION>
                                                                  December 31, 
                                                           -------------------------- 
                                                              1994           1993 
                                                            ----------   ------------ 
<S>                                                       <C>            <C>
Assets 
- ------------------------------------------------------- 
Cash and investments: 
 Fixed maturities available for sale: 1994 at fair 
  value: 
   1993 at amortized cost (amortized cost: 1994-- 
   $6,795,065; fair value: 1993--$5,732,404)              $ 6,509,815    $ 5,516,905 
 Fixed maturities held to maturity (fair value: 1994-- 
   $1,442,665; 1993--$2,438,718)                            1,448,680      2,276,955 
 Equity securities at fair value (cost: 1994--$13,627; 
   1993--$1,627)                                               12,941          1,813 
 Mortgage loans                                               129,452        155,972 
 Policy loans                                                 477,293        442,150 
 Other invested assets                                         11,944         17,873 
 Cash and cash equivalents                                    684,618        500,858 
                                                             --------      ---------- 
   Total cash and investments                               9,274,793      8,912,526 
Accrued investment income                                     111,936        108,280 
Deferred policy acquisition costs                             439,232        262,646 
Value of insurance in force                                   139,221        101,036 
Deferred federal income taxes                                  42,361         21,387 
Intangible assets                                              21,444         22,575 
Federal income taxes recoverable                                4,911            356 
Other assets                                                   10,772          3,732 
Separate account assets                                       828,934        794,789 
                                                             --------      ---------- 
   Total assets                                           $10,873,604    $10,227,327 
                                                             ========      ========== 
Liabilities and Stockholder's Equity 
- ------------------------------------------------------- 
Policy liabilities: 
 Policyholder account balances                            $ 9,277,074    $ 8,630,712 
 Future policy benefits                                        48,913         40,727 
 Policy and contract claims                                     7,768          6,030 
 Other policyholders' funds                                    10,289         20,166 
                                                             --------      ---------- 
   Total policy liabilities                                 9,344,044      8,697,635 
Current federal income taxes                                       --          6,138 
Payable for investments purchased                                  --         10,129 
Guaranty association fees                                      24,688         24,548 
Other liabilities                                              57,978         56,100 
Separate account liabilities                                  764,409        748,507 
                                                             --------      ---------- 
   Total liabilities                                       10,191,119      9,543,057 
                                                             ========      ========== 
Stockholder's equity: 
  Common stock, $1.25 par value; authorized 8,000 
  shares; issued and outstanding 2,412 in 1994 and 
  1,206 in 1993                                                 3,015          1,508 
 Additional paid-in capital                                   505,933        505,933 
 Net unrealized investment gains (losses)                     (64,464)           546 
 Retained earnings                                            238,001        176,283 
                                                             --------      ---------- 
   Total stockholder's equity                                 682,485        684,270 
                                                             --------      ---------- 
   Total liabilities and stockholder's equity             $10,873,604    $10,227,327 
                                                             ========      ========== 
</TABLE>

See accompanying notes to consolidated financial statements. 
                                       28
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Consolidated Statements of Operations 
(in thousands) 

<TABLE>
<CAPTION>
                                                         Year Ended December 31, 
                                                     ------------------------------- 
                                                       1994       1993       1992 
                                                      -------    -------   --------- 
<S>                                                 <C>         <C>        <C>
Revenues: 
 Net investment income                              $689,575   $669,667    $704,473 
 Insurance revenues                                   36,266     31,599      21,495 
 Net realized investment gains (losses)               (8,220)    11,403       3,084 
                                                       -----      -----      ------- 
   Total revenues                                    717,621    712,669     729,052 
                                                       -----      -----      ------- 
Benefits and expenses: 
 Interest credited to policyholders                  478,797    501,073     569,563 
 Policy benefits and claims                           18,960     19,686      11,771 
 Other operating expenses                             47,095     36,983      30,730 
 Guaranty association expenses                         7,200      3,714      35,000 
 Amortization of deferred policy acquisition 
  costs                                               52,174     41,003      17,022 
 Amortization of value of insurance in force          16,989     22,375      32,418 
 Amortization of intangible assets                     1,130      1,130       1,151 
                                                       -----      -----      ------- 
   Total benefits and expenses                       622,345    625,964     697,655 
                                                       =====      =====      ======= 
Income before federal income taxes                    95,276     86,705      31,397 
Federal income tax expense                            32,051     28,710       8,810 
                                                       -----      -----      ------- 
   Net income                                       $ 63,225   $ 57,995    $ 22,587 
                                                       =====      =====      ======= 
</TABLE>

See accompanying notes to consolidated financial statements. 
                                       29
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Consolidated Statements of Stockholder's Equity 
(in thousands) 

<TABLE>
<CAPTION>
                                                                    Net 
                                                               Unrealized 
                                                   Additional  Investment 
                                           Common     Paid-In      Gains    Retained 
                                            Stock     Capital    (Losses)   Earnings      Total 
                                             -----    --------    --------    -------   --------- 
<S>                                        <C>       <C>         <C>        <C>         <C>
Balance, December 31, 1991                 $1,508    $430,933    $  4,175   $ 95,701    $532,317 
Net income                                                                    22,587      22,587 
Change in net unrealized investment 
  gains (losses)                                                    1,512                  1,512 
                                              ---      ------      ------      -----      ------- 
Balance, December 31, 1992                  1,508     430,933       5,687    118,288     556,416 
                                              ---      ------      ------      -----      ------- 
Net income                                                                    57,995      57,995 
Capital contribution by parent                         75,000                             75,000 
Change in net unrealized investment 
  gains (losses)                                                   (5,141)                (5,141) 
                                              ---      ------      ------      -----      ------- 
Balance, December 31, 1993                  1,508     505,933         546    176,283     684,270 
                                              ---      ------      ------      -----      ------- 
Net income                                                                    63,225      63,225 
100% Common stock dividend (1,206 
  shares)                                   1,507                             (1,507)         -- 
Change in net unrealized investment 
  gains (losses)                                                  (65,010)               (65,010) 
                                              ---      ------      ------      -----      ------- 
Balance, December 31, 1994                 $3,015    $505,933    $(64,464)  $238,001    $682,485 
                                              ===      ======      ======      =====      ======= 
</TABLE>

See accompanying notes to consolidated financial statements. 
                                       30
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Consolidated Statements of Cash Flows 
(in thousands) 

<TABLE>
<CAPTION>
                                                          Year Ended December 31, 
                                                  ---------------------------------------- 
                                                     1994          1993           1992 
                                                   ----------    ----------   ------------ 
<S>                                              <C>           <C>            <C>
Cash flows from operating activities: 
 Net income                                      $    63,225   $    57,995    $    22,587 
 Adjustments to reconcile net income to net 
  cash 
   provided by operating activities: 
    Interest credited to policyholders               478,797       501,073        569,563 
   Net realized investment (gains) losses              8,220       (11,403)        (3,084) 
   Amortization of value of insurance in force 
     and intangible assets                            18,120        23,505         33,569 
   Net amortization (accretion) on investments        12,215        (3,132)       (10,277) 
   Change in deferred policy acquisition costs       (38,852)      (50,531)       (57,512) 
   Change in current and deferred federal 
     income taxes                                      7,731        10,988        (11,857) 
   Change in guaranty association fees                   140        (3,669)        28,860 
   Net change in other assets and liabilities        (13,729)         (102)        57,576 
                                                    --------      --------      ---------- 
    Total adjustments                                472,642       466,729        606,838 
                                                    --------      --------      ---------- 
    Net cash provided by operating activities        535,867       524,724        629,425 
                                                    --------      --------      ---------- 
Cash flows from investing activities 
 Investments purchased--held to maturity            (277,626)   (2,674,315)    (3,665,513) 
 Investments purchased--available for sale        (2,624,493)           --             -- 
 Investments sold--held to maturity                   10,637        97,816        767,124 
 Investments sold--available for sale                950,885       387,305             -- 
 Investments matured--held to maturity               576,021     1,195,083      1,644,987 
 Investments matured--available for sale             854,441       758,279             -- 
 Increase in policy loans                            (35,143)      (38,661)       (36,456) 
 Decrease in mortgage loans                           26,520         3,416          9,865 
Acquisition of subsidiary, net of cash 
  acquired                                              (961)      (24,831)            -- 
                                                    --------      --------      ---------- 
    Net cash used in investing activities           (519,719)     (295,908)    (1,279,993) 
                                                    --------      --------      ---------- 
Cash flows from financing activities: 
  Withdrawals from policyholder accounts          (1,034,464)   (1,295,617)      (678,324) 
 Deposits to policyholder accounts                 1,202,076       856,339        876,504 
 Capital contribution by parent                           --        75,000             -- 
                                                    --------      --------      ---------- 
    Net cash provided by (used in) 
       financing activities                          167,612      (364,278)       198,180 
                                                    --------      --------      ---------- 
Change in cash and cash equivalents                  183,760      (135,462)      (452,388) 
Cash and cash equivalents at beginning of year       500,858       636,320      1,088,708 
                                                    --------      --------      ---------- 
Cash and cash equivalents at end of year         $   684,618   $   500,858    $   636,320 
                                                    ========      ========      ========== 
</TABLE>

See accompanying notes to consolidated financial statements. 
                                       31
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
December 31, 1994 and 1993 
(in thousands) 

(1) ORGANIZATION 

    The consolidated financial statements include Keyport Life Insurance 
    Company and its wholly owned subsidiaries, Keyport America Life Insurance 
    Company, Keyport Advisory Services Corporation, and Keyport Financial 
    Services Corporation (collectively, the "Company"). The Company is a 
    wholly owned subsidiary of Stein Roe Services Incorporated ("Stein Roe"). 
    Stein Roe is a wholly owned subsidiary of Liberty Financial Companies, 
    Incorporated ("Liberty Financial") which is a wholly owned, indirect 
    subsidiary of Liberty Mutual Insurance Company ("Liberty Mutual"). 

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

   (a) Basis of Reporting and Principles of Consolidation 
       The accompanying consolidated financial statements have been prepared 
       in accordance with generally accepted accounting principles (GAAP) 
       which vary in certain respects from reporting practices prescribed or 
       permitted by state insurance regulatory authorities. All significant 
       intercompany transactions and balances have been eliminated. 

   (b) Investments 
       Effective January 1, 1994, the Company adopted Statement of Financial 
       Accounting Standards No. 115, "Accounting for Certain Investments in 
       Debt and Equity Securities" (SFAS 115). SFAS 115 segregates fixed 
       maturity investments into three classifications: "held to maturity," 
       "trading" and "available for sale." Securities may be designated as 
       held to maturity only if a company has the positive intent and ability 
       to hold these securities to maturity. Securities held to maturity are 
       carried at amortized cost. Securities purchased for short-term resale 
       are classified as trading and are carried at fair value. Unrealized 
       gains and losses on trading account securities are recognized in 
       income. Fixed maturity investments are classified as available for 
       sale if they might be sold in response to changes in market interest 
       rates, changes in the security's prepayment risk, general liquidity 
       needs, or other factors. Available for sale securities are carried at 
       fair value and unrealized gains and losses (net of related adjustments 
       to deferred policy acquisition costs, value of insurance in force and 
       deferred income taxes) are recorded directly to stockholder's equity. 
       In previous periods, securities available for sale were carried at the 
       lower of aggregate amortized cost or market. Unrealized losses, if 
       any, where charged directly to stockholder's equity, net of applicable 
       deferred income taxes. Equity securities are classified as available 
       for sale and are carried at fair value. Unrealized gains and losses on 
       equity securities are credited or charged directly to stockholder's 
       equity, net of applicable deferred income taxes. 

       At January 1, 1994, the Company reclassified certain fixed maturity 
       investments from the held to maturity to the available for sale 
       category to conform to the new classification criteria as prescribed 
       in SFAS 115. The following table summarizes the effect of adopting 
       SFAS 115 as of January 1, 1994: 

<TABLE>
<CAPTION>
                                                               Balance 
                                                               Before                      Adjusted 
       Balance Sheet Caption                                 Adjustment     Adjustment     Balance 
       -------------------------------------------------     ------------    ---------   ----------- 
       <S>                                                   <C>             <C>          <C>
       Fixed maturities available for sale                   $5,688,689      $215,499     $5,904,188 
       Deferred policy acquisition costs                        262,646       (84,800)       177,846 
       Value of insurance in force                              101,036       (63,600)        37,436 
       Deferred federal income tax asset/(liability)             21,387       (23,485)        (2,098) 
       Net unrealized investment gains                              546        41,614         42,160 
</TABLE>
                                       32
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

Fixed maturities and mortgage loans with premiums and discounts are amortized 
using the interest method. Unamortized premiums and discounts on mortgage 
backed securities are amortized using the interest method over the estimated 
remaining term of the securities, adjusted for anticipated prepayments. 

Policy loans are carried at the unpaid principal balance plus accrued 
interest. Cash and cash equivalents are carried at cost, which approximates 
market. 

Realized investment gains and losses are calculated on a first-in, first-out 
basis. For each investment security where a decline in value is determined to 
be other than temporary, the Company's policy is to write down the investment 
security to fair value with the charge to realized investment losses. Sales 
of securities supporting the Company's single premium deferred annuities and 
single premium whole life products result in adjustments to the amortization 
of the deferred policy acquisition costs and the value of insurance in force. 
The increase or decrease in the amortization is included in the realized 
investment gains and losses to reflect the acceleration or delay in the 
incidence of the estimated gross profits on those products. 

(c) Derivative Financial Instruments 
    Effective December 31, 1994, the Company adopted Statement of Financial 
    Accounting Standards No. 119, "Disclosure about Derivative Financial 
    Instruments and Fair Value of Financial Instruments" (SFAS 119). SFAS 119 
    requires specific disclosures about derivative financial instruments such 
    as forward, swap and option contracts. It requires distinguishing between 
    financial instruments held or issued for trading purposes and financial 
    instruments held or issued for purposes other than trading. As part of 
    the Company's overall risk management policy, the Company uses interest 
    rate swaps and interest rate caps. Interest rate swaps are used to reduce 
    the risk in rising interest rate environment by providing additional 
    investment income to cover higher competitive credited rates to 
    policyholders; to reduce the invested asset duration; and, to better 
    match the interest rates earned on invested assets with those interest 
    rates credited to policyholders. The interest rate swaps are considered 
    synthetic alterations since the objectives of the swaps are to change the 
    characteristics of the underlying invested assets to reduce the impact of 
    rising interest rates. Since the interest rate swaps are designated as 
    synthetic alterations of securities available for sale, the interest rate 
    swaps are carried at fair value with those securities and the unrealized 
    gain or loss is included in stockholder's equity. 

    The net differential to be paid or received on interest rate swaps is 
    recorded monthly in investment income as interest rates change. From time 
    to time, swap positions may be terminated. If the terminated swap was 
    accounted for as a hedge, realized gains or losses are amortized over the 
    remaining life of the swap. Conversely, if the terminated swap was not 
    accounted for as a hedge, or the assets and liabilities which were 
    altered no longer exist, the swap position is marked to market, and 
    realized gains or losses are immediately recognized in income. The 
    Company is exposed to potential credit loss in the event of 
    nonperformance by the other party to the interest rate swap agreements 
    with respect to only the net differential payments. 

    The Company acquires interest rate caps to minimize exposure to rising 
    interest rates. The Company receives payments when the indexed rate 
    exceeds the stated strike rate. The cost of interest rate caps is 
    amortized on a straight-line basis over the period to maturity. Since the 
    interest rate caps are designated as synthetic alterations of securities 
    available for sale, the interest rate caps care carried at fair value and 
    the unrealized gain or loss is included in stockholder's equity. 
                                       33
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

The Company also utilizes derivative financial instruments to replicate 
positions in a trading portfolio of FNMA mortgage pass-throughs. As a result, 
these derivatives are classified as trading instruments and are recorded at 
fair value. Realized and unrealized changes in fair value are recognized in 
realized investment gains and losses. Interest income arising from these 
trading instruments is included in net investment income. 

(d) Recognition of Insurance Revenues and Policy Benefits 
    Revenues from single premium whole life policies and single premium 
    deferred annuities include mortality charges, surrender charges, policy 
    fees and contract fees and are recognized when assessed. Policyholder 
    account balances consist of deposits received plus credited interest, 
    less accumulated policyholder charges and assessments and withdrawals. On 
    December 31, 1994, credited interest rates ranged from 3.75% to 8.50%. 

(e) Deferred Policy Acquisition Costs and Value of Insurance in Force. 
    Policy acquisition costs are costs of acquiring new business which vary 
    with, and are primarily related to, the production of new business. These 
    costs are deferred to the extent that they are deemed recoverable from 
    future gross profits. Such costs include commissions, costs of policy 
    issuance and underwriting, and variable agency expenses. Costs deferred 
    on single premium whole life and single premium deferred annuities are 
    amortized in relation to the present value of estimated gross profits 
    from mortality, investment, and expense margins. The amortization of such 
    cost is adjusted to reflect actual experience. 

    Value of insurance in force represents the actuarially determined present 
    value of projected future profits from policies in force at the purchase 
    date. The amount is amortized in proportion to the projected emergence of 
    profits over periods not to exceed fifteen years for annuities and 
    twenty-five years for life insurance. 

    Deferred policy acquisition costs and value of insurance in force are 
    adjusted to reflect the amounts associated with realized and unrealized 
    investment gains and losses pertaining to single premium deferred 
    annuities and single premium whole life products. 

(f) Intangible Assets 
    Intangible assets consist primarily of "goodwill." Goodwill is the excess 
    of the purchase price and the fair value of the net assets acquired by 
    Liberty Mutual and is amortized on a straight-line basis over twenty-five 
    years. 

(g) Separate Account 
    Separate account assets, which are carried at fair value, consist 
    principally of investments in mutual funds and are included as a separate 
    caption in the consolidated balance sheets. The investment income and the 
    changes in asset values related to contract holders are fully allocated 
    to variable annuity and variable life contract holders and, therefore, do 
    not affect the operating results of the Company. The Company provides 
    administrative services and bears the mortality risk related to these 
    contracts. Fees earned by the Company related to these contracts were 
    $13,964, $8,489, and $5,455, for the years ended December 31, 1994, 1993 
    and 1992, respectively. As of December 31, 1994 and 1993, the Company 
    also classified $64,962 and $46,282, respectively, of its investments in 
    certain mutual funds sponsored by the Company and its affiliates as 
    separate account assets. 
                                       34
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

(h) Federal Income Taxes 
    Beginning in 1994, the Company is included in Liberty Mutual's 
    consolidated tax return. The Company calculates its consolidated income 
    tax liability as if it filed its own consolidated federal income tax 
    return. 

    Effective January 1, 1992, the Company adopted the asset and liability 
    method of accounting for income taxes. Under this method, deferred tax 
    assets and liabilities are recognized for the future tax consequences 
    attributable to differences between the financial statement carrying 
    amounts of existing assets and liabilities and their respective tax 
    bases. Deferred tax assets and liabilities are measured using enacted tax 
    rates expected to apply to taxable income in the years in which those 
    temporary differences are expected to be recovered or settled. The effect 
    of a change in tax rates on deferred tax assets and liabilities is 
    recognized in income in the period that includes the enactment date. 

(i) Cash and Cash Equivalents 
    Cash and cash equivalents include short-term investments which have an 
    original maturity of three months or less from the time of purchase. 

(j) Reclassifications 
    Certain reclassifications have been made to the prior year consolidated 
    financial statement amounts to conform to the current year presentation. 

(3) ACQUISITION 

    On October 1, 1993, the Company acquired the common stock of Crown 
    America Life Insurance Company (Crown America), a Michigan insurance 
    company, for $27,877. The acquisition was accounted for as a purchase 
    and, accordingly, operating results are included in the accompanying 
    consolidated financial statements from date of acquisition. In connection 
    with the acquisition, the Company acquired assets with a fair value of 
    $185,735 and assumed liabilities of $157,858. 

    On December 29, 1993, Crown America was redomesticated to the state of 
    Rhode Island and, on January 10, 1994, the name was changed to Keyport 
    America Life Insurance Company. 

    On February 22, 1994, the acquisition was completed with the contingent 
    purchase price payment of $1,479, which increased the value of insurance 
    in force. 
                                       35
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

(4) INVESTMENTS 

    (a) Fixed Maturities 
        Fair values of publicly-traded securities are as reported by an 
        independent pricing service. Fair values of conventional mortgage 
        backed securities not actively traded in a liquid market are obtained 
        through broker-dealer quotations. Fair values of private placement 
        bonds are determined by obtaining market indications from various 
        broker-dealers. The amortized cost and fair values of investments in 
        fixed maturities at December 31, 1994 and 1993 are as follows: 

<TABLE>
<CAPTION>
                                                            December 31, 1994 
                                            ------------------------------------------------- 
                                                           Gross       Gross 
                                            Amortized   Unrealized   Unrealized       Fair 
                                               Cost        Gains       Losses        Value 
                                             ---------    --------    ---------   ----------- 
        <S>                                <C>            <C>        <C>           <C>
        Held to maturity: 
          Mortgage backed securities of 
           U.S. Government 
           corporations and agencies       $  206,569     $ 8,683    $     (18)    $  215,234 
         Obligations of states and 
           political subdivisions              21,452         277          (28)        21,701 
         Corporate securities                 843,669      14,564      (17,005)       841,228 
         Other mortgage backed 
          securities                           79,164          44       (3,385)        75,823 
         Asset backed securities              297,826          88       (9,235)       288,679 
                                               -------      ------      -------      --------- 
           Total fixed maturities 
             held to maturity              $1,448,680     $23,656    $ (29,671)    $1,442,665 
                                               =======      ======      =======      ========= 
        Available for sale: 
          U.S. Treasury securities         $  271,700     $     2    $  (8,390)    $  263,312 
         Mortgage backed securities of 
           U.S. Government 
           corporations and agencies        1,238,925       1,244      (76,651)     1,163,518 
         Obligations of states and 
           political subdivisions              37,718         433          --          38,151 
         Debt securities issued by 
           foreign governments                 82,608       1,049       (4,079)        79,578 
         Corporate securities               2,607,712      17,951     (116,077)     2,509,586 
         Other mortgage backed 
          securities                        1,186,515      14,577      (70,250)     1,130,842 
         Asset backed securities            1,123,803         654      (45,713)     1,078,744 
         Senior secured loans                 246,084         --           --         246,084 
                                               -------      ------      -------      --------- 
           Total fixed maturities 
             available for sale            $6,795,065     $35,910    $(321,160)    $6,509,815 
                                               =======      ======      =======      ========= 
</TABLE>
                                       36
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

<TABLE>
<CAPTION>
                                                            December 31, 1993 
                                            ------------------------------------------------ 
                                                           Gross       Gross 
                                            Amortized   Unrealized  Unrealized       Fair 
                                               Cost        Gains      Losses        Value 
                                             ---------    --------    --------   ----------- 
        <S>                                 <C>           <C>         <C>         <C>
        Held to maturity: 
          Mortgage backed securities of 
           U.S. Government 
           corporations and agencies       $  697,473    $ 40,701    $   (211)    $  737,963 
         Obligations of states and 
           political subdivisions              20,696       2,088         --          22,784 
         Debt securities issued by 
           foreign governments                 20,443       1,503         --          21,946 
         Corporate securities                 972,789     114,846      (4,304)     1,083,331 
         Other mortgage backed 
          securities                          165,882       3,480      (2,374)       166,988 
         Asset backed securities              227,888       6,143        (109)       233,922 
         Senior secured loans                 171,784         --          --         171,784 
                                               -------      ------      ------      --------- 
           Total fixed maturities 
             held to maturity              $2,276,955    $168,761    $ (6,998)    $2,438,718 
                                               =======      ======      ======      ========= 
        Available for sale: 
          U.S. Treasury securities         $  135,083    $  7,456    $   (113)    $  142,426 
         Mortgage backed securities of 
           U.S. Government 
           corporations and agencies        1,326,703      25,452      (7,469)     1,344,686 
         Obligations of states and 
           political subdivisions              39,526       3,351         --          42,877 
         Debt securities issued by 
           foreign governments                 62,318       5,245        (486)        67,077 
         Corporate securities               2,481,952     172,683     (13,552)     2,641,083 
         Other mortgage backed 
          securities                          693,629       7,215      (4,706)       696,138 
         Asset backed securities              777,694      22,398      (1,975)       798,117 
                                               -------      ------      ------      --------- 
           Total fixed maturities 
             available for sale            $5,516,905    $243,800    $(28,301)    $5,732,404 
                                               =======      ======      ======      ========= 
</TABLE>

    At December 31, 1993, an investment valuation reserve of $33,516 was 
    deducted from the investment carrying values of the Company's investments 
    in fixed maturity investments. 

    At December 31, 1994 and 1993, bonds with an amortized cost of $7,657 and 
    $5,796, respectively, were on deposit with regulatory authorities. 
                                       37
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

    (b) Contractual Maturities 
        The carrying value and estimated fair value of fixed maturities for 
        the various categories at December 31, 1994, by contractual maturity, 
        are shown below. Expected maturities may differ from contractual 
        maturities because borrowers have the right to call or repay 
        obligations with or without call or prepayment penalties. 

<TABLE>
<CAPTION>
                                                      December 31, 1994 
                                                  ------------------------ 
                                                  Amortized        Fair 
                                                     Cost         Value 
                                                   ---------   ----------- 
        <S>                                       <C>           <C>
        Held to maturity: 
          Due in one year or less                 $   25,000    $   25,265 
         Due after one year through five years       224,113       222,024 
         Due after five years through ten 
          years                                      423,794       422,684 
         Due after ten years                         192,214       192,956 
                                                     -------      --------- 
                                                     865,121       862,929 
        Mortgage and asset 
          backed securities                          583,559       579,736 
                                                     -------      --------- 
           Total fixed maturities 
             held to maturity                     $1,448,680    $1,442,665 
                                                     =======      ========= 
        Available for sale: 
          Due in one year or less                 $  322,374    $  321,222 
         Due after one year through five years     1,181,390     1,150,538 
         Due after five years through ten 
          years                                    1,397,397     1,328,889 
         Due after ten years                         344,661       336,062 
                                                     -------      --------- 
                                                   3,245,822     3,136,711 
         Mortgage and asset 
           backed securities                       3,549,243     3,373,104 
                                                     -------      --------- 
           Total fixed maturities 
             available for sale                   $6,795,065    $6,509,815 
                                                     =======      ========= 
</TABLE>
                                       38
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

    (c) Net Unrealized Investment Gains (Losses) 
        Net unrealized gains and losses at December 31, 1994 and 1993 were as 
        follows: 

<TABLE>
<CAPTION>
                                                                   December 31, 
                                                                ------------------ 
                                                                  1994       1993 
                                                                 --------   ------ 
        <S>                                                     <C>          <C>
        Fixed maturities: 
          Gross unrealized gains                                $  35,910    $  -- 
         Gross unrealized losses                                 (321,160)     -- 
                                                                   ------      ---- 
                                                                 (285,250) 
         Adjustments for: 
           Deferred acquisition costs                             135,059      -- 
          Value of insurance in force                              53,344      -- 
                                                                   ------      ---- 
           Total fixed maturities                                 (96,847)     -- 
                                                                   ------      ---- 
        Equity securities and investments in separate 
          account: 
          Gross unrealized gains                                    1,932      962 
         Gross unrealized losses                                   (4,261)    (123) 
                                                                   ------      ---- 
           Total equity securities                                 (2,329)     839 
                                                                   ------      ---- 
        Deferred federal income (taxes) benefit                    34,712     (293) 
                                                                   ------      ---- 
           Net unrealized investment gains (losses)             $ (64,464)   $ 546 
                                                                   ======      ==== 
</TABLE>

    (d) Net Investment Income 
        Net investment income is summarized as follows: 

<TABLE>
<CAPTION>
                                        Year Ended December 31, 
                                    ------------------------------- 
                                      1994       1993        1992 
                                     -------    -------   --------- 
        <S>                        <C>        <C>          <C>
        Fixed maturities           $635,947   $619,847     $640,338 
        Equity securities             2,132      2,368        4,443 
        Mortgage loans               15,416     17,252       17,116 
        Policy loans                 26,295     22,766       20,790 
        Cash and cash 
          equivalents                20,727     18,551       34,504 
                                      -----       -----      ------- 
        Gross investment income     700,517    680,784      717,191 
        Investment expenses         (10,942)   (11,117)     (12,718) 
                                      -----       -----      ------- 
           Net investment income   $689,575   $669,667     $704,473 
                                      =====       =====      ======= 
</TABLE>

       The carrying value of fixed maturity investments that were non-income 
       producing for the preceding twelve months was $4,967 and $2,332 at 
       December 31, 1994 and 1993, respectively. 
                                       39
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

    (e) Net Realized Investment Gains (Losses) 
        Net realized investment gains (losses) were as follows: 

<TABLE>
<CAPTION>
                                                          Year Ended December 31, 
                                                      ------------------------------- 
                                                        1994       1993        1992 
                                                       -------    -------   --------- 
        <S>                                           <C>        <C>         <C>
        Fixed maturities--held to maturity: 
          Gross gains                                 $  3,493   $ 31,594    $ 42,174 
         Gross losses                                     (755)    (3,070)    (25,943) 
         Other than temporary declines                  (7,904)       --          -- 
         Provisions for possible investment losses         --     (16,609)    (10,402) 
        Fixed maturities--available for sale 
          Gross gains                                   26,043      7,097         -- 
         Gross losses                                  (26,831)    (6,311)        -- 
         Other than temporary declines                  (3,610)       --          -- 
         Provisions for possible investment losses         --       7,487         -- 
        Equity securities                                 (845)    11,228       2,062 
        Interest rate swaps                                (28)   (16,193)        -- 
        Interest rate caps                                 --      (6,082)     (4,447) 
        Other                                             (809)     1,412         -- 
                                                         -----      -----      ------- 
           Gross realized investment gains 
          (losses)                                     (11,246)    10,553       3,444 
        Amortization adjustments: 
          Deferred acquisition costs                     2,675        785         (32) 
         Value of insurance in force                       351         65         (28) 
                                                         -----      -----      ------- 
           Net realized investment gains (losses)     $ (8,220)  $ 11,403    $  3,084 
                                                         =====      =====      ======= 
</TABLE>

       Proceeds from sales of investments in fixed maturities were as 
       follows: 

<TABLE>
<CAPTION>
                                                 Year Ended December 31, 
                                              ------------------------------ 
                                                1994       1993       1992 
                                               -------    -------   -------- 
        <S>                                  <C>         <C>        <C>
        Fixed maturities--available for 
          sale                               $927,779    $313,568   $     -- 
        Fixed maturities--held to maturity     10,637      97,816    721,300 
                                                 -----      -----      ------ 
           Total proceeds                    $938,417    $411,384   $721,300 
                                                 =====      =====      ====== 
</TABLE>

       The sale of fixed maturities held to maturity during 1994 relates to a 
       security, with an amortized cost of $10,630, which was sold due to a 
       significant deterioration in the issuer's creditworthiness. 
                                       40
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

    (f) Concentration of Investments 
        Investments in a single entity (all of which are fully collateralized 
        and guaranteed by an agency or agencies of the U.S. Government) in 
        excess of ten percent of total stockholder's equity as of December 
        31, 1994 and 1993 are as follows: 

<TABLE>
<CAPTION>
                                        Carrying Value at 
                                          December 31, 
                                       ------------------- 
                                        1994        1993 
                                        -------   -------- 
       <S>                            <C>         <C>
       Mortgage backed securities: 
        FNMA Pool #303075             $125,212    $     -- 
        Morgan Stanley CMO (33-5)      101,832     111,619 
        FNMA Pool #303074               98,470         -- 
        FHLMC Pool #G00413                 --      155,963 
        FNMA Pool #050656                  --       73,370 
</TABLE>

       The Company's investments are diversified in over one hundred 
       industries with concentrations in certain industries as follows: 

<TABLE>
<CAPTION>
                                        Carrying Value at 
                                           December 31, 
                                       -------------------- 
                                        1994        1993 
                                        -------   --------- 
       <S>                            <C>         <C>
       Financial services             $539,537    $500,970 
       Electrical services             437,339     438,669 
       Telecommunications              276,559     231,293 
       Oil and gas                     274,026     302,958 
       Retail stores                   247,874     229,886 
       Banks                           247,514      97,735 
       Credit institutions             173,565     139,107 
       Food and beverage               151,758     170,365 
       Transportation equipment        146,593     168,454 
       Paper products                  146,472     149,490 
</TABLE>
                                       41
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

    (g) Quality Ratings 
        The carrying values of publicly traded and privately placed fixed 
        maturities at December 31, 1994 represented by each quality ratings 
        category were as follows: 

<TABLE>
<CAPTION>
                                          Carrying Value at December 31, 1994 
                                         ------------------------------------ 
                                          Publicly    Privately 
                                           Traded       Placed        Total 
                                          ---------    ---------   ---------- 
       <S>                               <C>          <C>          <C>
       Investment grade:                              $ 
         U.S. Government                 $  263,312          --    $  263,312 
        Class 1                           4,235,466    1,255,442    5,490,908 
        Class 2                             788,963      796,642    1,585,605 
                                            -------      -------      -------- 
          Total investment grade          5,287,741    2,052,084    7,339,825 
                                            -------      -------      -------- 
       Below investment grade: 
         Class 3                            258,191      184,749      442,940 
        Class 4                             120,443       34,772      155,215 
        Class 5                                 --        18,183       18,183 
        Class 6                                 --         2,332        2,332 
                                            -------      -------      -------- 
          Total below investment 
         grade                              378,634      240,036      618,670 
                                            -------      -------      -------- 
          Total fixed maturities         $5,666,375   $2,292,120   $7,958,495 
                                            =======      =======      ======== 
</TABLE>

        Securities that are rated class 1 or 2 by the Securities Valuation 
        Office of the National Association of Insurance Commissioners (NAIC), 
        or, if not so rated, securities that are rated "BBB-" or above by 
        S&P, or "Baa3" or above by Moody's (using the lower of the S&P or 
        Moody's rating) are considered "investment grade" securities. 
        Securities included in the U.S. Government category in the preceding 
        table are those as defined by the NAIC. 

        The distribution of fixed maturities quality ratings were as follows: 

<TABLE>
<CAPTION>
                                                      December 31, 
                                                   ------------------ 
                                                    1994       1993 
                                                    ------   -------- 
        <S>                                         <C>        <C>
        Class 1 (including U.S. Governments)        72.3%      73.5% 
        Class 2                                     19.9%      19.9% 
        Class 3                                      5.6%       3.9% 
        Class 4                                      2.0%       2.3% 
        Class 5                                      0.2%       0.0% 
        Class 6                                      0.0%       0.4% 
</TABLE>

        Fixed maturities with a carrying value of $517,897 at December 31, 
        1993 were classified as below investment grade securities. 
                                       42
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

    (h) Derivative Financial Instruments 
        The Company's primary objective in acquiring certain derivative 
        financial instruments is the management of interest rate risk. 
        Interest rate risk results from a mismatch in the timing and amount 
        of invested asset and policyholder liability cash flows. The Company 
        seeks to manage this risk through various asset-liability strategies, 
        such as the setting of renewal rates and by investment portfolio 
        actions designed to address the interest rate sensitivity of asset 
        cash flows in relation to liability cash flows. Portfolio actions 
        used to manage interest rate risk include managing the effective 
        duration of the portfolio securities and utilizing interest rate 
        swaps and caps. 

        Interest Rate Swaps 
        The Company uses a combination of three distinct classes of interest 
        rate swaps to reduce interest rate risk. The following table 
        summarizes the categories of swaps used, their notional amounts, 
        their weighted average interest rates as of the reporting period 
        date, and their effects on the consolidated balance sheets and 
        statements of operations. The majority of swaps mature in 1998 and 
        1999. The fair values of the interest rate swaps are primarily 
        obtained from dealer quotes. These values represent the estimated 
        amounts the Company would receive or pay to terminate the contracts, 
        taking into account current interest rates and, when appropriate, the 
        current creditworthiness of the counterparties. 

<TABLE>
<CAPTION>
                                                                                     December 31, 
                                                                             ----------------------------- 
                                                                                   1994             1993 
                                                                            -------------   ------------- 
        <S>                                                                    <C>               <C>
        Interest rate swaps: 
        (1) Pay fixed, receive variable rate--notional amount                  $775,000           $475,000 
            Average pay rate                                                      7.19%              6.83% 
            Average receive rate                                                  7.61%              5.59% 
            Amount included in net investment income                           $ (1,213)          $(5,502) 
            Fair value                                                         $ 27,587           $(4,078) 
            Carrying value--unrealized gain (loss) included in fixed 
          maturities available for sale                                        $ 27,587                -- 
        (2) Pay variable, receive variable rate--notional amount               $300,000           $300,000 
            Average pay rate                                                      5.85%              3.42% 
            Average receive rate                                                  6.42%              7.10% 
            Amount included in net investment income                           $  6,781            $10,628 
            Fair value                                                         $(14,550)            $3,319 
            Carrying value--unrealized gain (loss) included in fixed 
          maturities available for sale                                        $(14,550)               -- 
        (3) Spread lock swap--notional amount                                  $150,000           $150,000 
            Seven year swap spread                                                0.34%              0.33% 
            Amount included in net investment income                                --                 -- 
            Fair value                                                         $    731               $683 
            Carrying value--unrealized gain (loss) included in fixed 
          maturities available for sale                                        $    731                -- 
</TABLE>

        (1) The Company has twenty interest rate swap contracts ($775,000 
        notional at December 31, 1994) on which it pays a fixed rate of 
        interest and receives variable rates based on the five and ten year 
        "constant maturity" treasury or swap rate. The variable rates are 
        reset to current market levels at six month intervals. The objective 
        of holding this class of derivatives is to reduce invested asset 
        duration and better match the interest rates earned on medium to 
        long-term (greater than two year maturity) fixed rate assets with the 
                                       43
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

        interest credited rates paid to policyholders. The Company has medium 
        to long-term invested assets of approximately $5,600,000. For the 
        majority of new and existing single premium deferred annuities, 
        credited rates are reset annually. In addition, credited rates paid 
        on annuity policies are closely correlated with longer term interest 
        rates, e.g., five or ten year market interest rates. This derivative 
        class allows the Company to swap the fixed interest rates received on 
        the medium to long-term fixed rate invested assets for a variable 
        rate which is better correlated with the policy credited rates. This 
        reduces the Company's risk in rising interest rate environments by 
        providing investment income to cover higher competitive credited 
        rates. 

        (2) The Company has six interest rate swap contracts ($300,000 
        notional at December 31, 1994) on which it pays a variable rate of 
        interest based on the six month LIBOR and receives a variable rate 
        based on the ten year swap rate minus 1.5%. Each rate is reset to 
        current market levels at six month intervals. The objective of 
        holding this class of derivatives is to better match the interest 
        rates earned on short term and floating rate assets with the interest 
        credited paid to policyholders. The Company has approximately 
        $850,000 of invested assets where the Company receives interest 
        income based on interest rates closely correlated with short-term 
        LIBOR. This derivative class allows the Company to swap variable 
        interest income received on short term and floating rate assets for a 
        variable rate which is better correlated with policyholder interest 
        credited rates. This reduces the Company's risk to a divergence 
        between interest rates earned on short term assets and interest 
        credited rates paid to policyholders. 

        (3) The Company entered into a $150,000 notional "spread lock" swap 
        that terminates in 1995. The swap is a forward contract entered in 
        May 1993 with an effective date of January 15, 1995. The Company 
        would receive/(pay) the present value of a seven year swap if 
        corporate spreads widened/(compressed) above/ (below) the seven year 
        swap spread of 26 basis points based on the 7.5% U.S. Treasury Note 
        maturing November 15, 2001 on the effective date. The objective of 
        this derivative is to reduce the exposure of the Company's fixed 
        maturity investments to widening corporate spreads. The value of the 
        Company's corporate bond portfolio decreases as corporate spreads 
        widen. The Company's spread lock swap increases in value as spreads 
        widen and thus reduces the Company's risk. 

        During 1993, the Company unwound interest rate swap contracts with a 
        notional amount of $200,000. The swaps were unwound when the 
        associated liabilities no longer existed, resulting in a loss of 
        $16,193, which was recognized immediately. 

        During 1992, the Company unwound interest rate swap contracts with a 
        notional amount of $300,000. The gain of $16,230 was deferred and 
        amortized over the original remaining terms of the contracts. The 
        following table summarizes the deferred gain amount included in the 
        consolidated balance sheet and the expected recognition of income by 
        year: 

<TABLE>
<CAPTION>
                                                December 31, 
                                              ---------------- 
                                              1994      1993 
                                               -----   ------- 
        <S>                                  <C>       <C>
        Expected amounts included in net 
          investment income: 
            Within one year                  $4,720    $ 4,720 
            Within one to five years            891      5,611 
                                                ---      ----- 
             Balance, end of year            $5,611    $10,331 
                                                ===      ===== 
</TABLE>
                                       44
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

        Interest Rate Caps 
        The Company has acquired six interest rate caps ($400,000 notional at 
        December 31, 1994) indexed to either the three month LIBOR, or the 
        two or five year constant maturity swap (CMS) rates. Under these 
        contracts, the Company has paid a premium for the right to receive 
        payments when the index rises above a predetermined level, i.e., the 
        strike rate. The objective of holding these derivatives is to reduce 
        the Company's risk in rising interest rate environments by providing 
        additional investment income to cover higher competitive interest 
        crediting rates on policy liabilities. 

        The following table summarizes the interest rate caps, their notional 
        amounts, their weighted average strike and index rates as of the 
        reporting period date, and their effects on the consolidated balance 
        sheets and statements of operations. The majority of caps mature in 
        1997 and 1999. The fair values of the interest rate swaps are 
        obtained from dealer quotes. These values represent the estimated 
        amounts the Company would receive or pay to terminate the contracts, 
        taking into account current interest rates and, when appropriate, the 
        current creditworthiness of the counterparties. 

<TABLE>
<CAPTION>
                                                                              December 31, 
                                                                          -------------------- 
                                                                            1994        1993 
                                                                           -------   --------- 
        <S>                                                               <C>         <C>
        Interest rate caps: 
        Index: three month LIBOR--notional amount                         $200,000    $200,000 
          Weighted average strike rate                                       8.50%       8.50% 
          Weighted average current index                                     6.44%       3.38% 
          Amortization expense included in net investment income          $   (649)   $ (1,157) 
          Fair value                                                      $  2,698    $    935 
          Carrying value                                                  $  1,903    $  2,552 
          Unrealized gain (loss) included in fixed maturities AFS                     $ 
                                                                          $    795         -- 
        Index: two year CMS--notional amount                              $100,000         -- 
          Weighted average strike rate                                       7.25%         -- 
          Weighted average current index                                     7.91%         -- 
          Amortization expense included in net investment income          $   (144)        -- 
          Fair value                                                      $  4,930         -- 
          Carrying value                                                  $  5,001         -- 
          Unrealized gain (loss) included in fixed maturities AFS         $    (71)        -- 
        Index: five year CMS--notional amount                             $100,000         -- 
          Weighted average strike rate                                       7.93%         -- 
          Weighted average current index                                     7.83%         -- 
          Amortization expense included in net investment income          $    (38)        -- 
          Fair value                                                      $  2,806         -- 
          Carrying value                                                  $  2,800         -- 
          Unrealized gain (loss) included in fixed maturities AFS         $      6         -- 
</TABLE>

        During 1993 and 1992, the Company sold interest rate caps with 
        notional amounts of $300,000 and $600,000, respectively, resulting in 
        realized losses of $4,082 and $4,447. Also in 1993, due to an other 
        than temporary decline in value, the Company reduced the carrying 
        value of the remaining interest rate caps by $2,000 resulting in a 
        realized loss. 
                                       45
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

        Trading Instruments 
        The Company currently owns $50,000 notional of a current coupon 
        mortgage swap. The Company pays the total return of a seven year swap 
        to receive the total return of a current coupon, thirty year FNMA 
        pass-through mortgage backed security plus .40%. The swap resets to 
        market levels at two month intervals. The objective of the strategy 
        is to replicate a position in FNMA pass-throughs with an enhanced 
        return. 

        The following table summarizes the current coupon mortgage swap and 
        the effects on the consolidated balance sheets and statements of 
        operations. The swap matures in 1995. The fair values represents the 
        estimated amount the Company would pay to terminate the contracts, 
        taking into account current interest rates and, when appropriate, the 
        current creditworthiness of the counterparties. 

<TABLE>
<CAPTION>
                                                         December 31, 
                                                        ------------- 
                                                             1994 
                                                        ------------- 
        <S>                                                <C>
        Current coupon mortgage swap: 
           Notional amount                                 $50,000 
          Pay rate at reporting period date                  8.05% 
          Receive rate at reporting period date              8.90% 
          Amount included in net investment income         $   455 
          Amount included in realized gain and 
          losses                                           $   (28) 
          Fair value                                       $   153 
</TABLE>

        There were no current coupon mortgage swaps during 1993. 

                       (5) FAIR VALUE OF FINANCIAL INSTRUMENTS 

        Estimated fair values for the Company's investments in fixed 
        maturities and equity securities are presented in Note 4. Fair value 
        estimates, methods and assumptions are set forth below for the 
        Company's other financial instruments. 

        (a) Mortgage Loans 
            For purposes of estimating fair value, mortgage loans are 
            segregated by type into commercial real estate and residential 
            mortgages. The fair value of the commercial real estate loans is 
            calculated by discounting scheduled cash flows through the stated 
            maturity using estimated market rates. The estimated market rate 
            is based on the five year prime mortgage rate. The fair value of 
            the residential mortgages is estimated by discounting contractual 
            cash flows adjusted for expected prepayments using an estimated 
            discount rate. The discount rate is an estimated market rate 
            adjusted to reflect differences in servicing costs, and the 
            expected prepayments are estimated based upon Company experience. 
                                       46
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

        Mortgage loans are summarized as follows: 

<TABLE>
<CAPTION>
                                                    December 31, 1994 
                                       ------------------------------------------ 
                                                  Average   Estimated   Estimated 
                                     Carrying  Historical    Discount      Fair 
                                        Value      Yield       Rate       Value 
                                        ------    --------    -------   --------- 
        <S>                           <C>           <C>        <C>       <C>
        Commercial real estate 
          loans                       $87,000       9.4%       8.3%      $89,795 
        Residential mortgages          42,452      13.7%       8.3%       49,003 
</TABLE>

<TABLE>
<CAPTION>
                                                    December 31, 1994 
                                       ------------------------------------------- 
                                                   Average   Estimated   Estimated 
                                      Carrying  Historical    Discount      Fair 
                                        Value       Yield       Rate       Value 
                                        -------    --------    -------   --------- 
        <S>                           <C>           <C>         <C>       <C>
        Commercial real estate 
          loans                       $100,000       9.4%       8.0%      $102,015 
        Residential mortgages           55,972      12.0%       8.0%        63,402 
</TABLE>

        The weighted average maturities (which may be different from the 
        stated maturities) of the cash flows used in deriving the estimated 
        fair values for commercial real estate loans and residential 
        mortgages are 1.3 years and 2.7 years, respectively, at December 31, 
        1994, and 2.3 years and 2.9 years, respectively at December 31, 1993. 

    (b) Policy Loans 
        The carrying value of policy loans approximates fair value at 
        December 31, 1994 and 1993. 

    (c) Policy Liabilities 
        The fair value of deposit liabilities with no stated maturity is 
        equal to the amount payable on demand. The Company considers its 
        policy liabilities to be similar to deposit liabilities. 
        The carrying value and estimated fair value of the policyholder 
        account balances are $9,344,044 and $8,821,450, respectively at 
        December 31, 1994, and $8,697,635 and $8,211,361, respectively at 
        December 31, 1993. 

(6) EMPLOYEE BENEFIT PLANS 

    Effective July 1, 1992, the Retirement Plan for Employees of Keyport Life 
    Insurance Company was amended to extend participation to certain 
    employees of Liberty Financial and was renamed the Liberty Financial 
    Companies, Inc. Pension Plan ("the Plan"). Under the Plan, all employees 
    are vested after five years of service. Benefits are based on years of 
    service, the employee's average pay for the highest five consecutive 
    years during the last ten years of employment, and the employee's 
    estimated social security retirement benefit. The Company's funding 
    policy is to contribute the minimum required employer contribution under 
    the Employee Retirement Income Security Act of 1974. The Company may, 
    from time to time, increase its employer contributions beyond the minimum 
    amount, but within IRS guidelines. 
                                       47
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

The Company's accounting policy is to amortize changes in prior service costs 
over the expected future service of active participants expected to receive 
benefits under the Plan as of the date such costs are first recognized, and 
amortize cumulative net actuarial gains and losses in excess of a corridor 
amount over the expected future service of active participants expected to 
receive benefits under the plan. 

The following table sets forth the plan's funded status for the Company and 
amounts recognized in the Company's consolidated balance sheets. 
Substantially all of the Plan's assets are invested in mutual funds sponsored 
by an affiliated company. 

<TABLE>
<CAPTION>
                                                            December 31, 
                                                         ------------------ 
                                                          1994       1993 
                                                          ------   -------- 
<S>                                                     <C>        <C>
Actuarial present value of benefit obligations: 
  Accumulated benefit obligation, including vested 
   benefits of $4,197 in 1994 and $3,967 in 1993        $ 5,025    $ 4,870 
                                                           ====      ====== 
 Projected benefit obligation for service to date       $ 6,523    $ 6,431 
 Plan assets at fair value                               (4,459)    (4,204) 
                                                           ----      ------ 
 Projected benefit obligation in excess of Plan 
  assets                                                  2,064      2,227 
 Unrecognized net actuarial loss                           (227)    (1,200) 
 Prior service costs not yet recognized in net 
  periodic 
   pension cost                                            (660)      (251) 
                                                           ----      ------ 
 Accrued pension cost                                   $ 1,177    $   776 
                                                           ====      ====== 
</TABLE>
<TABLE>
<CAPTION>
                                                  Year Ended December 
                                                          31, 
                                                 ---------------------- 
                                                 1994    1993     1992 
                                                  ----    ----   ------ 
<S>                                             <C>     <C>      <C>
Pension cost includes the following 
  components: 
  Service-cost benefits earned during the 
  period                                        $ 532   $ 392    $ 506 
 Interest cost on projected benefit 
  obligation                                      534     423      366 
 Actual return on Plan assets                      63    (185)    (117) 
 Net amortization and deferred amounts           (338)    (88)    (117) 
                                                   --      --      ---- 
 Net periodic pension cost                      $ 791   $ 542    $ 638 
                                                   ==      ==      ==== 
</TABLE>
The assumptions used to develop the actuarial present value of the projected 
benefit obligation, and the expected long-term rate of return on Plan assets 
are as follows: 
<TABLE>
<CAPTION>
                                                Year Ended December 
                                                        31, 
                                               ---------------------- 
                                               1994    1993     1992 
                                                ----    ----   ------ 
 <S>                                           <C>     <C>      <C>
 Discount rate                                 8.25%   7.25%    8.00% 
 Expected long-term rate of return on 
  assets                                       8.50%   8.50%    8.50% 
 Rate of increase in compensation levels       5.25%   5.25%    5.50% 
</TABLE>

The Company also provides a thrift plan with a matching savings program 
containing several investment options for which substantially all employees 
are eligible. In addition, the Company has a non-qualified deferred 
compensation plan for certain employees. 
                                       48
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

(7) DEFERRED POLICY ACQUISITION COSTS AND VALUE OF INSURANCE IN FORCE 

    The amounts of policy acquisition costs deferred and amortized are 
    summarized below: 

<TABLE>
<CAPTION>
                                                          Year Ended December 31, 
                                                      ------------------------------- 
                                                        1994       1993        1992 
                                                       -------    -------   --------- 
      <S>                                             <C>        <C>         <C>
      Balance, beginning of year                      $262,646   $211,330    $154,150 
                                                         -----      -----      ------- 
       Additions: 
        Deferred during period: 
         Commissions                                    82,626     81,515      64,963 
          Other expenses                                 8,400     10,019       9,571 
                                                         -----      -----      ------- 
          Total deferrals                               91,026     91,534      74,534 
        Adjustments for unrealized investment 
       losses                                          135,059        --          -- 
        Adjustments for realized investment losses       2,675        785         -- 
                                                         -----      -----      ------- 
          Total additions                              228,760     92,319      74,534 
                                                         -----      -----      ------- 
       Deductions: 
        Amortized during the period                    (52,174)   (41,003)    (17,022) 
         Adjustments for realized investment gains         --         --         (332) 
                                                         -----      -----      ------- 
          Total deductions                             (52,174)   (41,003)    (17,354) 
                                                         -----      -----      ------- 
      Balance, end of year                            $439,232   $262,646    $211,330 
                                                         =====      =====      ======= 
</TABLE>
      The value of insurance in force is summarized below: 

<TABLE>
<CAPTION>
                                                          Year Ended December 31, 
                                                      ------------------------------- 
                                                        1994       1993        1992 
                                                       -------    -------   --------- 
      <S>                                             <C>        <C>         <C>
      Balance, beginning of year                      $101,036   $115,824    $148,270 
                                                         -----      -----      ------- 
       Additions: 
        Value of insurance purchased                     1,479      7,522         -- 
        Interest accrued on unamortized balance          4,994      6,124       8,672 
        Adjustments for unrealized investment 
       losses                                           53,344        --          -- 
        Adjustments for realized investment losses         351         65         -- 
                                                         -----      -----      ------- 
        Total additions                                 60,168     13,711       8,672 
                                                         -----      -----      ------- 
       Deductions: 
        Amortized during the period                    (21,983)   (28,499)    (41,090) 
         Adjustments for realized investment gains         --         --          (28) 
                                                         -----      -----      ------- 
          Total deductions                             (21,983)   (28,499)    (41,118) 
                                                         -----      -----      ------- 
      Balance, end of year                            $139,221   $101,036    $115,824 
                                                         =====      =====      ======= 
</TABLE>

      Interest is accrued on the unamortized value of insurance in force 
      balance at the contract rate of 5.49%, 6.01%, and 6.79% for the years 
      ended 1994, 1993 and 1992, respectively. 

      Estimated net amortization expense of the value of insurance in force as 
      of December 31, 1994, is as follows: 1995--$12,452; 1996--$10,463; 
      1997--$8,914; 1998--$7,811; 1999--$7,041; and thereafter--$39,196. 
                                       49
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

(8) FEDERAL INCOME TAXES 

    The provision for federal income taxes, computed under the asset and 
    liability method, is summarized as follows: 

<TABLE>
<CAPTION>
                                     Year Ended December 31, 
                                  ---------------------------- 
                                    1994      1993      1992 
                                   ------    ------   -------- 
      <S>                         <C>       <C>        <C>
      Current                     $18,118   $24,878    $16,055 
      Deferred                     13,933     3,832     (7,245) 
                                     ----      ----      ------ 
      Federal income tax 
       expense                    $32,051   $28,710    $ 8,810 
                                     ====      ====      ====== 
</TABLE>

    A reconciliation of federal income tax expense as recorded in the 
    accompanying consolidated statements of operations with expected federal 
    income tax expense computed at the applicable federal tax rate of 35% in 
    1994 and 1993 (34% for 1992) is as follows: 

<TABLE>
<CAPTION>
                                                             Year Ended December 31, 
                                                          ---------------------------- 
                                                            1994      1993      1992 
                                                           ------    ------   -------- 
      <S>                                                 <C>       <C>        <C>
      Expected income tax expense                         $33,347   $30,347    $10,675 
      Increase (decrease) in income taxes resulting 
       from: 
       Nontaxable investment income                        (2,099)   (2,189)    (2,230) 
       Amortization of goodwill                               396       396        385 
       Other, net                                             407       156        (20) 
                                                             ----      ----      ------ 
        Actual federal income tax expense                 $32,051   $28,710    $ 8,810 
                                                             ====      ====      ====== 
</TABLE>

    In August 1993, the Omnibus Budget Reconciliation Act of 1993 was 
    enacted. This law increased the Company's top marginal tax rate to 35% 
    from 34% retroactive to January 1, 1993. The effect of this change in tax 
    rates on the Company's consolidated financial statements was not 
    material. 
                                       50
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

    The components of deferred federal income taxes are as follows: 

<TABLE>
<CAPTION>
                                                               December 31, 
                                                          ---------------------- 
                                                             1994        1993 
                                                           --------   ---------- 
      <S>                                                 <C>          <C>
      Deferred tax assets: 
       Policy liabilities                                 $ 127,558    $ 120,296 
       Excess of tax over book bases--investments            69,039          -- 
       Guaranty association fees                              8,642        8,592 
       Net operating loss carryforward                        3,573        3,941 
       Deferred gain on interest rate swap agreements         1,964        3,616 
       Other                                                  3,914          -- 
                                                             ------      -------- 
         Total deferred tax assets                          214,690      136,445 
                                                             ------      -------- 
      Deferred tax liabilities: 
       Deferred policy acquisition costs                   (137,909)     (80,062) 
       Value of insurance in force and intangible 
       assets                                               (34,420)     (13,865) 
       Excess book over tax bases--investments                  --       (20,991) 
                                                             ------      -------- 
       Other                                                    --          (140) 
         Total deferred tax liabilities                    (172,329)    (115,058) 
                                                             ------      -------- 
         Net deferred federal income tax asset            $  42,361    $  21,387 
                                                             ======      ======== 
</TABLE>

    The Company believes that is more likely than not that the Company will 
    realize the benefits of the total deferred tax assets and, accordingly, 
    believes that a valuation allowance with respect to the realization of 
    the total deferred tax assets is not necessary. While there are no 
    assurances that this benefit will be realized, the Company expects that 
    the net deductible amounts will be recoverable through the reversal of 
    taxable temporary differences, taxes paid in the carryback period, tax 
    planning strategies, and future expectations of taxable income. 

    As of December 31, 1994 and 1993, the Company had approximately $10,208 
    and $11,260, respectively, of net operating loss carryforwards relating 
    to Keyport America's operations prior to the acquisition by Keyport. 
    These operating loss carryforwards are limited to use against future 
    taxable profits of Keyport America and expire through 2006. 

    Income taxes paid were $28,811, $17,722, and $20,667 for the years ended 
    December 31, 1994, 1993 and 1992, respectively. 
                                       51
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

(9) STATUTORY INFORMATION AND DIVIDEND RESTRICTIONS 

    Accounting practices used to prepare statutory financial statements for 
    regulatory filings of stock life insurance companies differ from GAAP. In 
    converting to GAAP, adjustments to insurance statutory amounts include: 
    the deferral and amortization of costs of acquiring new policies, such as 
    commissions and other issue costs; the deferral of federal income taxes; 
    the recognition as revenues of premiums for investment-type products for 
    statutory purposes but as deposits to policyholders' accounts under GAAP. 
    In addition, different assumptions are used in calculating future 
    policyholders' benefits; different methods are used for calculating 
    valuation allowances for statutory and GAAP purposes; and, realized gains 
    and losses on fixed income investments due to interest rate changes are 
    not deferred for GAAP. 

<TABLE>
<CAPTION>
                                             Year Ended December 31, 
                                         ------------------------------- 
                                          1994       1993        1992 
                                          -------    -------   --------- 
      <S>                               <C>        <C>         <C>
      Statutory surplus                 $546,440   $517,181    $377,654 
      Statutory net income                24,871     65,315      59,623 
</TABLE>

    The maximum amount of dividends which can be paid by the Company without 
    prior approval of the Insurance Commissioner of the State of Rhode Island 
    is subject to restrictions related to statutory surplus and statutory net 
    gains from operations. For 1995, such restriction would limit dividends 
    to approximately $42,100. The Company has not paid dividends since the 
    acquisition by Liberty Mutual. 

(10) TRANSACTIONS WITH AFFILIATED COMPANIES 

   During 1993 the Company received a $75,000 capital contribution from 
   Liberty Financial. 

   As of December 31, 1994 and 1993, the Company had $87,000 and $100,000, 
   respectively, of commercial real estate loans of affiliated investment 
   partnerships. These mortgages are unconditionally guaranteed by Liberty 
   Mutual. 

   The Company reimbursed Liberty Financial and certain affiliates for 
   expenses incurred on its behalf for the years ended December 31, 1994, 
   1993 and 1992. These reimbursements included corporate general and 
   administrative expenses, corporate overhead, such as executive and legal 
   support, and investment management services. The total amounts reimbursed 
   were $7,345, $7,444 and $7,340 for the years ended December 31, 1994, 1993 
   and 1992. 
                                       52
<PAGE>
 
KEYPORT LIFE INSURANCE COMPANY 
Notes to Consolidated Financial Statements 
(in thousands) 

(11) COMMITMENTS AND CONTINGENCIES 

   The Company leases data processing equipment, furniture and certain office 
   facilities from others under operating leases expiring in various years 
   through 2001. Rental expense amounted to $3,011, $3,042 and $2,656 for the 
   years ended December 31, 1994 and 1993, and 1992 respectively. For each of 
   the next five years, and in the aggregate, as of December 31, 1994, the 
   following are the minimum future rental payments under noncancelable 
   operating leases having remaining terms in excess of one year: 

<TABLE>
<CAPTION>
              <S>                                     <C>
              1995                                    $ 
                                                        3,123 
              1996                                      2,888 
              1997                                      2,565 
              1998                                      2,462 
              1999                                      2,340 
              Thereafter                                4,609 
                                                        ------ 
              Total minimum future rental             $ 
                payments                               17,987 
                                                        ====== 
</TABLE>

    Under existing guaranty fund laws in all states, insurers licensed to do 
    business in those states can be assessed for certain obligations of 
    insolvent insurance companies to policyholders and claimants. The actual 
    amount of such assessments will depend upon the financial outcome of 
    rehabilitation proceedings and will be paid over several years. In 1994, 
    1993 and 1992, the Company was assessed $7,674, $7,314 and $6,231, 
    respectively. However, based in part on information provided by an 
    industry association, the Company increased its reserve in 1992 by 
    $28,200, reflecting the Company's estimate of the future assessments with 
    respect to known insolvencies. During 1994, 1993 and 1992, the Company 
    recorded $7,200, $3,704, and $35,000, respectively, of provisions for 
    state guaranty fund association expenses. 

    Based on information provided by the industry association with respect to 
    aggregate assessments related to known insolvencies, the range of future 
    assessments with respect to known insolvencies is estimated by the 
    Company to be between $15,000 and $25,000, taking into account the 
    industry association information as well as the Company's own estimate of 
    its potential share of such aggregate assessments. At December 31, 1994 
    and 1993, the reserve for such assessments was $24,700 and $24,500, 
    respectively. 

    The company is involved, from time to time, in litigation incidental to 
    its business. In the opinion of management, the resolution of such 
    litigation is not expected to have a material adverse effect on the 
    Company. 

                                       53
<PAGE>









                        [THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                          54

<PAGE>
 
Independent Auditors' Report 

The Policy Owners of 
Keyport Life Insurance Company's 
Variable Account I: 

We have audited the accompanying statement of assets and liabilities of the 
sub-accounts comprising Keyport Variable Account I as of December 31, 1994, 
and the related statements of operations and changes in net assets for each 
of the years, or other periods as applicable, in the three-year period ended 
December 31, 1994. These financial statements are the responsibility of the 
Company's management. Our responsibility is to express an opinion on these 
financial statements based on our audits. 

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation. We believe that our audits provide a 
reasonable basis for our opinion. 

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of the sub-accounts comprising 
Keyport Variable Account I at December 31, 1994, and the results of their 
operations and changes in their net assets for each of the years, or other 
periods as applicable, in the three-year period ended December 31, 1994 in 
conformity with generally accepted accounting principles. 

[Signature KPMG Peat Marwick LLP] 

Boston, Massachusetts 
April 14, 1995 

                                       55

<PAGE>


<TABLE>
<CAPTION>

                                     KEYPORT VARIABLE ACCOUNT 1    
                                Statemetn of Assets and Liabilities
                                         December 31, 1994         
                                                                                      
                                                                                      

<S>                                                                                       <C>
Assets
    Investments at market value:
        SteinRoe Variable Investment Trust
            Cash Income Fund - 1,488,261 shares (cost $1,488,261)                         $  1,488,261   
            Capital Appreciation Fund - 72,271 shares (cost $1,022,763)                      1,065,278   
            Managed Assets Fund - 573,783 shares (cost $5,935,656)                           6,988,682   
            Mortgage Securities Income Fund - 102,179 shares (cost $992,870)                   948,217   
            Managed Growth Stock Fund - 50,933 shares (cost $628,994)                          922,392   
            Strategic Managed Assets Fund - 37,141 shares (cost $223,061)                      216,532   
            Managed Income Fund - 58,428 shares (cost $594,769)                                527,608   
                                                                                                         
        Keyport Variable Investment Trust                                                                
            Colonial-Keyport Growth and Income Fund - 553 shares (cost $5,702)                   5,547   
            Colonial-Keyport Utilities Fund - 3,038 shares (cost $30,283)                       24,642   
            Colonial-Keyport U.S. Government Fund - 2,121 shares (cost $20,972)                 19,448   
            Colonial-Keyport International Fund for Growth - 11,312 share (cost $21,711)        21,267   
                                                                                          ------------
                                                                                                         
                              Total assets                                                $ 12,227,874   
                                                                                          ============   
                                                                                                         
Net Assets                                                                                               
            Variable life contracts (Note 7)                                              $ 12,207,730   
            Retained by Keyport Life Insurance Company (Note 6)                                 20,144   
                                                                                          ------------
                              Total net assets                                            $ 12,227,874   
                                                                                          ============   

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                        KEYPORT VARIABLE ACCOUNT I                            
                                       Statements of Operations and Changes in Net Assets, continued                               
                                             For the years ended December 31, 1994, 1993 and 1992                                  
                                       



                                                         Cash Income Fund                          High Yield Bond Fund
                                             1994           1993           1992           1994          1993           1992
                                         -----------    -----------    -----------    -----------   -----------    -----------
<S>                                      <C>            <C>            <C>            <C>           <C>            <C>

Income
  Dividends                              $    58,338    $    24,117    $    47,141    $      --     $    13,070    $    75,256
Expenses (Note 3)
  Mortality and expense risk
    and administrative charges                55,449         36,537         52,622           --           9,232         33,070
                                         -----------    -----------    -----------    -----------   -----------    -----------
Net investment income                          2,889        (12,420)        (5,481)          --           3,838         42,186
Realized gain (loss)                            --             --             --             --        (160,846)         9,403
Unrealized appreciation (depreciation)
  during the year                               --             --             --             --         190,008         29,402
Net increase (decrease) in net assets
  from operations                              2,889        (12,420)        (5,481)          --          33,000         80,991
                                         -----------    -----------    -----------    -----------   -----------    -----------

Transfers between accounts                    (7,576)     1,015,465       (363,188)          --        (748,454)       (15,337)
Contract terminations                       (256,302)      (181,359)       (82,141)          --         (82,359)       (34,670)
Contract loans (Note 5)                        7,761         (5,361)       (19,388)          --         (25,192)      (104,524)
Net increase (decrease) in net assets
  from contract transactions                (256,117)       828,745       (464,717)          --        (856,005)      (154,531)
                                         -----------    -----------    -----------    -----------   -----------    -----------

Net assets at beginning of period          1,741,489        925,164      1,395,362           --         823,005        896,545
                                         -----------    -----------    -----------    -----------   -----------    -----------
Net assets at end of period              $ 1,488,261    $ 1,741,489    $   925,164    $      --     $      --      $   823,005
                                         ===========    ===========    ===========    ===========   ===========    ===========

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                         KEYPORT VARIABLE ACCOUNT I                                 
                                        Statements of Operations and Changes in Net Assets, continued                              
                                              For the years ended December 31, 1994, 1993 and 1992                                 
                                       

                                                     Capital Appreciation Fund                      Managed Assets Fund
                                                 1994           1993           1992           1994           1993           1992
                                             -----------    -----------    -----------    -----------    -----------    ----------- 
<S>                                          <C>            <C>            <C>            <C>            <C>            <C>
Income
  Dividends                                  $   126,345    $   216,135    $   172,420    $   281,101    $   359,708    $   645,351
Expenses (Note 3)
  Mortality and expense risk
    and administrative charges                    35,344         46,699         40,455        246,548        289,669        285,854
                                             -----------    -----------    -----------    -----------    -----------    ----------- 
Net investment income                             91,001        169,436        131,965         34,553         70,039        359,497
Realized gain (loss)                              (1,721)       157,592         21,520        165,281        256,812        154,891
Unrealized appreciation (depreciation)
  during the year                               (115,013)        66,545          6,297       (693,315)       179,311       (142,421)
                                             -----------    -----------    -----------    -----------    -----------    ----------- 
Net increase (decrease) in net assets
  from operations                                (25,733)       393,573        159,782       (493,481)       506,162        371,967

Transfers between accounts                       126,361       (624,721)       (47,925)      (121,234)      (184,008)      (109,070)
Contract terminations                           (112,626)       (11,688)       (31,259)      (648,353)      (827,327)      (710,690)
Contract loans (Note 5)                          (29,133)       (56,575)        12,210        (91,428)      (344,633)      (178,547)
                                             -----------    -----------    -----------    -----------    -----------    ----------- 
Net increase (decrease) in net assets
  from contract transactions                     (15,398)      (692,984)       (66,974)      (861,015)    (1,355,968)      (998,307)
                                             -----------    -----------    -----------    -----------    -----------    ----------- 

Net assets at beginning of period              1,106,409      1,405,820      1,313,012      8,343,178      9,192,984      9,819,324
                                             -----------    -----------    -----------    -----------    -----------    ----------- 

Net assets at end of period                  $ 1,065,278    $ 1,106,409    $ 1,405,820    $ 6,988,682    $ 8,343,178    $ 9,192,984
                                             ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                         KEYPORT VARIABLE ACCOUNT I                                                
                                        Statements of Operations and Changes in Net Assets, continued                              
                                              For the years ended December 31, 1994, 1993 and 1992                                 
                                        



                                               Mortgage Securities Income Fund               Managed Growth Stock Fund
                                             1994           1993           1992           1994           1993           1992
                                         -----------    -----------    -----------    -----------    -----------    -----------
<S>                                      <C>            <C>            <C>            <C>            <C>            <C>
Income
  Dividends                              $    69,190    $    88,373    $    98,782    $    58,711    $    25,078    $    37,570
Expenses (Note 3)
  Mortality and expense risk
    and administrative charges                38,478         46,487         42,647         36,939         39,619         29,550
                                         -----------    -----------    -----------    -----------    -----------    -----------
Net investment income                         30,712         41,886         56,135         21,772        (14,541)         8,020
Realized gain (loss)                           6,027          8,415          3,054          2,732          2,618           (896)
Unrealized appreciation (depreciation)
  during the year                            (96,750)       (12,119)       (21,013)      (136,737)        31,969         41,983
                                         -----------    -----------    -----------    -----------    -----------    -----------

Net increase (decrease) in net assets
  from operations                            (60,011)        38,182         38,176       (112,233)        20,046         49,107
                                         -----------    -----------    -----------    -----------    -----------    -----------

Transfers between accounts                   (36,149)        87,449         (4,171)       (20,096)        21,436        332,335
Contract terminations                       (267,217)      (193,585)       (19,754)      (128,846)       (18,694)        (8,644)
Contract loans (Note 5)                       (6,714)       (11,263)       (25,089)       (17,161)        (6,811)       (25,185)
                                         -----------    -----------    -----------    -----------    -----------    -----------

Net increase (decrease) in net assets
  from contract transactions                (310,080)      (117,399)       (49,014)      (166,103)        (4,069)       298,506
                                         -----------    -----------    -----------    -----------    -----------    -----------

Net assets at beginning of period          1,318,308      1,397,525      1,408,363      1,200,728      1,184,751        837,138
                                         -----------    -----------    -----------    -----------    -----------    -----------

Net assets at end of period              $   948,217    $ 1,318,308    $ 1,397,525    $   922,392    $ 1,200,728    $ 1,184,751
                                         ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                       KEYPORT VARIABLE ACCOUNT I                                                  
                                      Statements of Operations and Changes in Net Assets, continued                                
                                            For the years ended December 31, 1994, 1993 and 1992                                   
                                      



                                               Investment Grade Bond                Strategic Managed Assets Fund
                                              1994        1993         1992         1994         1993         1992
                                           ---------   ---------    ---------    ---------    ---------    ---------
  <S>                                      <C>         <C>          <C>          <C>          <C>          <C>
  Income
    Dividends                              $    --     $  12,363    $  30,522    $  11,609    $  11,095    $  19,432
  Expenses (Note 3)
    Mortality and expense risk
      and administrative charges                --         1,902       10,846       10,406       11,323        6,958
                                           ---------   ---------    ---------    ---------    ---------    ---------
  Net investment income                         --        10,461       19,676        1,203         (228)      12,474
  Realized gain (loss)                          --        20,833         (171)        (357)         620        1,126
  Unrealized appreciation (depreciation)
    during the year                             --       (16,235)      (8,378)     (11,228)      (4,646)        (424)
                                           ---------   ---------    ---------    ---------    ---------    ---------
  Net increase (decrease) in net assets
    from operations                             --        15,059       11,127      (10,382)      (4,254)      13,176
                                           ---------   ---------    ---------    ---------    ---------    ---------

  Transfers between accounts                    --      (355,595)     (36,538)     (47,505)     143,243       53,235
  Contract terminations                         --        (4,494)      (1,765)        --           (318)     (13,564)
  Contract loans (Note 5)                       --          --         (3,802)      (9,728)     (21,000)        --
                                           ---------   ---------    ---------    ---------    ---------    ---------
  Net increase (decrease) in net assets
    from contract transactions                  --      (360,089)     (42,105)     (57,233)     121,925       39,671
                                           ---------   ---------    ---------    ---------    ---------    ---------

  Net assets at beginning of period             --       345,030      376,008      284,147      166,476      113,629
                                           ---------   ---------    ---------    ---------    ---------    ---------

  Net assets at end of period              $    --     $    --      $ 345,030    $ 216,532    $ 284,147    $ 166,476
                                           =========   =========    =========    =========    =========    =========

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                       KEYPORT VARIABLE ACCOUNT I                                                  
                                      Statements of Operations and Changes in Net Assets, continued                                
                                            For the years ended December 31, 1994, 1993 and 1992                                   
                                      



                                               International Stock Fund         Managed Income Fund *
                                            1994        1993         1992         1994         1993
                                         ---------   ---------    ---------    ---------    ---------
<S>                                      <C>         <C>          <C>          <C>          <C>
Income
  Dividends                              $    --     $   7,544    $   1,693    $  41,539    $  36,215
Expenses (Note 3)
  Mortality and expense risk
    and administrative charges                --         1,280        3,902       21,701       19,134
                                         ---------   ---------    ---------    ---------    ---------
Net investment income                         --         6,264       (2,209)      19,838       17,081
Realized gain (loss)                          --        (1,095)          54       (5,435)       5,096
Unrealized appreciation (depreciation)
  during the year                             --         6,458       (6,144)     (65,020)      (2,141)
                                         ---------   ---------    ---------    ---------    ---------
Net increase (decrease) in net assets
  from operations                             --        11,627       (8,299)     (50,617)      20,036
                                         ---------   ---------    ---------    ---------    ---------

Transfers between accounts                    --      (169,865)     146,830      (28,667)     717,822
Contract terminations                         --          --           --        (53,921)     (28,620)
Contract loans (Note 5)                       --          --           --        (14,008)     (34,417)
                                         ---------   ---------    ---------    ---------    ---------
Net increase (decrease) in net assets
  from contract transactions                  --      (169,865)     146,830      (96,596)     654,785
                                         ---------   ---------    ---------    ---------    ---------

Net assets at beginning of period             --       158,238       19,707      674,821         --
                                         ---------   ---------    ---------    ---------    ---------

Net assets at end of period              $    --     $    --      $ 158,238    $ 527,608    $ 674,821
                                         =========   =========    =========    =========    =========

                                         *  Commencement of operations - January 15, 1993

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                       KEYPORT VARIABLE ACCOUNT I                                                  
                                      Statements of Operations and Changes in Net Assets, continued                                
                                            For the years ended December 31, 1994, 1993 and 1992                                   
                                      


                                           Colonial-Keyport       Colonial-Keyport        Colonial-Keyport
                                       Growth and Income Fund **  Utilities Fund **    U.S. Government Fund **
                                           1994        1993       1994        1993        1994        1993
                                         --------    --------   --------    --------    --------    --------
<S>                                      <C>         <C>        <C>         <C>         <C>         <C>
Income
  Dividends                              $    135    $   --     $  1,566    $    520    $  1,139    $    404
Expenses (Note 3)
  Mortality and expense risk
    and administrative charges                 28        --          795         503         415         128
                                         --------    --------   --------    --------    --------    --------
Net investment income                         107        --          771          17         724         276
Realized gain (loss)                         --          --          (98)          1          (1)          1
Unrealized appreciation (depreciation)
  during the year                            (156)       --       (4,370)     (1,272)     (1,338)       (187)
                                         --------    --------   --------    --------    --------    --------
Net increase (decrease) in net assets
  from operations                             (49)       --       (3,697)     (1,254)       (615)         90
                                         --------    --------   --------    --------    --------    --------

Transfers between accounts                  5,596        --           (1)     29,594       5,438      14,535
Contract terminations                        --          --         --          --          --          --
Contract loans (Note 5)                      --          --         --          --          --          --
                                         --------    --------   --------    --------    --------    --------
Net increase (decrease) in net assets
  from contract transactions                5,596        --           (1)     29,594       5,438      14,535
                                         --------    --------   --------    --------    --------    --------

Net assets at beginning of period            --          --       28,340        --        14,625        --
                                         --------    --------   --------    --------    --------    --------

Net assets at end of period              $  5,547    $   --     $ 24,642    $ 28,340    $ 19,448    $ 14,625
                                         ========    ========   ========    ========    ========    ========

                                         **  Commencement of operations - July 1, 1993

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                        KEYPORT VARIABLE ACCOUNT 1                                                 
                                       Statements of Operations and Changes in Net Assets, continued                               
                                            For the years ended December 31, 1994, 1993 and 1992                                   
                                      

                                        Colonial-Keyport
                                       International Fund
                                          for Growth***       Total           Total           Total
                                              1994            1994            1993            1992
                                         ------------    ------------    ------------    ------------
<S>                                      <C>             <C>             <C>             <C>
Income
  Dividends                              $       --      $    649,673    $    794,622    $  1,128,167
Expenses (Note 3)
  Mortality and expense risk
    and administrative charges                    550         446,653         502,513         505,904
                                         ------------    ------------    ------------    ------------
Net investment income                            (550)        203,020         292,109         622,263
Realized gain (loss)                           (2,314)        164,114         290,047         188,981
Unrealized appreciation (depreciation)
  during the year                                (444)     (1,124,371)        437,691        (100,698)
                                         ------------    ------------    ------------    ------------
Net increase (decrease) in net assets
  from operations                              (3,308)       (757,237)      1,019,847         710,546
                                         ------------    ------------    ------------    ------------

Transfers between accounts                     24,575         (99,258)        (53,099)        (43,829)
Contract terminations                            --        (1,467,265)     (1,348,444)       (902,487)
Contract loans (Note 5)                          --          (160,411)       (505,252)       (344,325)
                                         ------------    ------------    ------------    ------------
Net increase (decrease) in net assets
  from contract transactions                   24,575      (1,726,934)     (1,906,795)     (1,290,641)
                                         ------------    ------------    ------------    ------------

Net assets at beginning of period                --        14,712,045      15,598,993      16,179,088
                                         ------------    ------------    ------------    ------------

Net assets at end of period              $     21,267    $ 12,227,874    $ 14,712,045    $ 15,598,993
                                         ============    ============    ============    ============

                                     ***  Commencement of operations - May 2, 1994
</TABLE>


<PAGE>


                           KEYPORT VARIABLE ACCOUNT I
                        NOTES TO FINANCIAL STATEMENTS 

1. Organization 
Variable Account I (the "Variable Account") is a separate investment account 
established by Keyport Life Insurance Company (the "Company") to receive and 
invest premium payments under variable life insurance contracts issued by the 
Company. The Variable Account operates as a Unit Investment Trust under the 
Investment Company Act of 1940 and invests in eligible mutual funds. 

There are currently two funding vehicles available to the Variable Account, 
the SteinRoe Variable Investment Trust ("SRVIT") and the Keyport Variable 
Investment Trust ("KVIT"). There are currently thirteen available 
sub-accounts within the Variable Account to which contract funds may be 
allocated. The KVIT was established on July 1, 1993, offering the following 
funds to contractholders: Colonial-Keyport Growth and Income Fund, 
Colonial-Keyport Utilities Fund, and Colonial-Keyport U.S. Government Fund. 
The Colonial-Keyport International Fund for Growth became available to 
contractholders on May 2, 1994. The Colonial Keyport Strategic Income Fund 
and the Colonial Keyport U.S. Fund for Growth became available to 
contractholders on July 5, 1994. As of December 31, 1994, no contractholders 
were invested in the Colonial Keyport U.S. Fund for Growth or the Colonial 
Keyport Strategic Income Fund. The Managed Income Fund of the SRVIT was made 
available to contractholders on January 15, 1993. In May 1993, the Securities 
and Exchange Commission approved the substitution of shares of the Strategic 
Managed Assets Fund for shares of the International Stock Fund. This same 
order approved the substitution of shares of Managed Income Fund for shares 
of High Yield Bond Fund and shares of Investment Grade Bond Fund. 

2. Significant Accounting Policies 
Shares of the Trusts are sold to the Variable Account at the reported net 
asset values. Transactions are recorded on the trade date. Income from 
dividends is recorded on the ex-dividend date. Realized gains and losses on 
sales of investments are computed on the basis of identified cost of the 
investments sold. 

The operations of the Variable Account are included in the federal income tax 
return of the Company, which is taxed as a Life Insurance Company under the 
provisions of the Internal Revenue Code. 

3. Expenses 
There are no deductions made from purchase payments for sales charges at the 
time of purchase. Instead, a deferred sales charge is deducted in monthly 
installments from the cash value in years two through ten. Any unpaid charge 
will be deducted from the cash value at the time of contract termination. A 
monthly policy maintenance charge, based upon a contractholder's age, 
contract premium, and a series of factors, is deducted on the 
contractholder's monthly anniversary date. Daily deductions are made from 
each sub-account for assumption of mortality and expense risk fees at an 
effective annual rate of 0.60% of the contract value. 

                                       64

<PAGE>
 
4. Affiliated Company Transactions 
Administrative services necessary for the operation of the Account are 
provided by the Company. The Company has absorbed all organizational expenses 
including the fees of registering the Variable Account and its contracts for 
distribution under federal and state securities laws. SteinRoe & Farnham, 
Inc., an affiliate of the Company, is the investment advisor to the SRVIT. 
Keyport Advisory Services Corporation, a wholly owned subsidiary of the 
Company, is the investment advisor to KVIT. Keyport Financial Services 
Corporation, a wholly owned subsidiary of the Company, is the principal 
underwriter for SRVIT and KVIT. The investment advisors' and principal 
underwriter's compensation is derived from the mutual funds. 

5. Contract Loans 
Contractholders are permitted to take loans which causes an amount equal to 
the loan to be deducted from the Variable Account and placed in the Company's 
general account. 

6. Amounts Retained by Keyport Life Insurance Company 
If a contractholder's financial transaction is not executed on the 
appropriate investment date, a correcting buy or sell of shares is required 
by the Company in order to make the contractholder whole. The resulting risk 
of a gain or loss has no effect on the contractholder's account and is fully 
assumed by the Company. Amounts retained by the Company are invested in the 
Variable Account for this purpose. 

7. Unit Values 
A summary of the accumulation unit values at December 31, 1994 and 1993 and 
the accumulation units and dollar value outstanding at December 31, 1994 are 
as follows: 

<TABLE>
<CAPTION>
                                                     1993                        1994 
                                                   ---------   --------------------------------------- 
                                                     UNIT         UNIT 
                                                    VALUE        VALUE         UNITS         DOLLARS 
                                                   ---------    ---------    -----------   ----------- 
<S>                                               <C>          <C>          <C>            <C>
Cash Income Fund                                  $14.806049   $15.278217    96,092.2993   $ 1,468,119 
Capital Appreciation Fund                          22.726373    22.859865    46,600.3414     1,065,278 
Managed Assets Fund                                20.495044    19.722939   354,342.8521     6,988,682 
Mortgage Securities Income Fund                    16.578926    16.220997    58,456.1210       948,217 
Managed Growth Stock Fund                          19.008075    17.694435    52,128.9217       922,392 
Strategic Managed Assets Fund                      14.665163    14.574120    14,857.2627       216,532 
Managed Income Fund                                10.700171    10.168579    51,886.1104       527,608 
Colonial-Keyport Growth and Income Fund            10.000000     9.954493       557.2065         5,547 
Colonial-Keyport Utilities Fund                     9.717310     8.667210     2,843.0851        24,642 
Colonial-Keyport U.S. Government Fund              10.125354     9.922501     1,959.9538        19,448 
Colonial-Keyport International Fund for Growth        --         9.557398     2,225.1795        21,267 
                                                                               ---------      --------- 
                                                                            681,949.3335   $12,207,730 
                                                                               =========      ========= 
</TABLE>

                                       65

<PAGE>






                                       66
<PAGE>

                                      APPENDIX A

               ILLUSTRATIONS OF DEATH BENEFITS AND CASH SURRENDER VALUES

The following tables, and the assumptions and estimates upon which they are
based, are as of May 1, 1993, since the Policies have not been available for
sale. The tables illustrate how the cash surrender values and death benefits of
a Policy change with the investment experience of the Variable Account. The
tables show how the cash surrender values and death benefits of a Policy issued
to both males and females at a given age and a $l0,000 single premium would vary
over time if the investment return on the assets held in each Sub-Account were a
uniform, gross, after-tax annual rate of 0%, 4%, 6%, 8% or 12%. The tables on
pages 69 through 76 illustrate a Policy issued at ages 30, 40, 50, and 60. The
cash surrender values and death benefits would be different from those shown if
the gross annual investment rates of return averaged 0%, 4%, 6%, 8% or 12% over
a period of years, but fluctuated above and below those averages for individual
Policy Years. Values would also be different if policy loans were made or if the
Policy is sold in states that have not adopted unisex mortality rates (the
Policy's cost of insurance rates for those states would be based on sex distinct
mortality tables).

The tables are divided into two parts. The upper half of each table shows death
benefits. The lower half shows cash surrender values. The second column shows
the accumulated value of the premium paid at a stated interest rate. Columns 3
through 5 show the death benefits and cash surrender values at various assumed
gross investment returns. The maximum cost of insurance rates allowable under
the Policy are based upon the Commissioners' l980 Standard Ordinary Mortality
Table, Blended Table B.

The amounts shown for the death benefits and cash surrender values reflect the
fact that the net investment return of the Sub-Accounts is lower than the gross
investment return on the assets held in the Eligible Funds and charges levied
against the Sub-Accounts. The daily average asset-based investment advisory fee
is assumed to be equivalent to an annual rate of 0.62% of the aggregate average
daily net assets of the SteinRoe Trust Funds available on May 1, 1993. The
tables also reflect other expenses of such Funds at the estimated rate of 0.24%
of the aggregate average daily net assets of such Funds, which is an estimated
rate based on operating history. The daily charge by Keyport to each of the
Sub-Accounts for assuming mortality and expense risks is equivalent to a charge
at an annual rate of 0.60% of the average net assets of the Sub-Accounts. After
deduction of these amounts, the illustrated gross annual investment rates of
return of 0%, 4%, 6%, 8% and 12% correspond to approximate net annual rates of
- -1.46%, 2.54%, 4.54%, 6.54% and 10.54%, respectively.

The SteinRoe Trust's advisor and administrator voluntarily agreed for the period
5/1/93 - 4/30/94 to reimburse all expenses, including management fees, in excess
of the following percentage of the average annual net assets of each listed
Fund, so long as such reimbursement would not result in the Fund's inability to
qualify as a regulated investment company under the Internal Revenue Code: .65%
- - CIF; .70% - MSIF and MIF; .75% - MAF; .80% - MGSF and CAF; and .85% - SMAF.
The MIF and SMAF Sub-Accounts are not currently available to receive transfers
of Policy values.

The hypothetical values shown in the tables do not reflect any charges for
Federal income taxes against the Variable Account, since Keyport is not
currently making such charges. However, such charges may be made in the future
and, in that event, the gross annual investment rate of return would have to
exceed 0%, 4%, 6%, 8% or l2% by an amount

                                          67

<PAGE>



sufficient to cover the tax charges in order to produce the death benefits and
cash surrender values illustrated.

The tables illustrate the policy values that would result based upon
hypothetical investment rates of return if the entire premium is allocated to
the Variable Account, and if no policy loans have been made. The tables are also
based on the assumption that no transfers have been made.

The following illustrations reflect additional crediting of cash values and the
reduction of cost of insurance and/or policy maintenance charges where Policy
provisions would provide for such actions at the investment rates assumed in the
illustrations (see "Crediting of Additional Variable Account Cash Values" and
"Reduction in Cost of Insurance and Reduction of Elimination of Policy
Maintenance Charge" on Page l5).

Upon request, Keyport will provide an illustration based upon comparable
assumptions and upon the age of the proposed Insured, the death benefit and the
single premium requested.





                                          68


<PAGE>




                                     KEYLIFE
                         KEYPORT LIFE INSURANCE COMPANY
                    Illustration of Death Benefits and Cash Surrender Values
                 Single Premium Variable Life Insurance (SPVLI)

FOR: JOHN DOE                                            PLAN ID:KEYLIFE
                                               GUARANTEED MINIMUM DEATH BENEFIT
AGE: 30                                                     $47,494
CLASS: STANDARD                                      SINGLE PREMIUM AMOUNT
                                                            $10,000

   END OF        TOTAL PREMIUM      DEATH BENEFITS (1) ASSUMING HYPOTHETICAL
POLICY YEAR    PAID PLUS INTEREST      GROSS ANNUAL INVESTMENT RETURN OF
                      AT 4%                0%        4%         8%

      1              $10,400            $47,494   $47,494    $48,111
      2               10,816             47,494    47,494     48,442
      3               11,249             47,494    47,494     48,806
      4               11,699             47,494    47,494     49,204
      5               12,167             47,494    47,494     49,636
      6               12,653             47,494    47,494     50,101
      7               13,159             47,494    49,494     50,600
      8               13,686             47,494    47,494     51,132
      9               14,233             47,494    47,494     51,698
      10              14,802             47,494    47,494     52,298
      15              18,009             47,494    47,494     56,964
      20              21,911             47,494    47,494     64,838
      25              26,658             47,494    47,494     73,827
      30              32,434             47,494    47,494     84,067
      35              39,461             47,494    47,494     95,763
      40              48,010             47,494    47,494     109,163

                                          CASH SURRENDER VALUES (1)
   END OF        TOTAL PREMIUM           ASSUMING HYPOTHETICAL GROSS
POLICY YEAR    PAID PLUS INTEREST        ANNUAL INVESTMENT RETURN OF
                          AT 4%            0%        4%         8%

      1                 $10,400         $ 9,062   $ 9,453    $ 9,844
      2                  10,816           8,753     9,532     10,341
      3                  11,249           8,446     9,609     10,863
      4                  11,699           8,140     9,683     11,412
      5                  12,167           7,836     9,754     11,987
      6                  12,653           7,532     9,820     12,591
      7                  13,159           7,227     9,880     13,224
      8                  13,686           7,099    10,110     13,887
      9                  14,233           6,972    10,343     14,581
      10                 14,802           6,848    10,578     15,308
      15                 18,009           6,238    11,817     19,520
      20                 21,911           5,713    13,192     25,843
      25                 26,658           5,201    14,664     33,966
      30                 32,434           4,689    16,022     44,208
      35                 39,461           4,165    16,989     56,967
      40                 48,010           3,610    17,977     72,506
                   (1) Assumes no policy loans have been made.
THE HYPOTHETICAL RATES SHOWN ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
INTERPRETED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. NO
REPRESENTATION CAN BE MADE BY THE COMPANY, THE VARIABLE ACCOUNT, OR THE ELIGIBLE
MUTUAL FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. ACTUAL INVESTMENT RESULTS WILL DEPEND
UPON MANY FACTORS, INCLUDING THE CHOICE OF INVESTMENT SUB-ACCOUNT AND DIFFERENT
INVESTMENT EXPERIENCE OF THE ELIGIBLE MUTUAL FUNDS.

                                       69
<PAGE>



                                     KEYLIFE
                         KEYPORT LIFE INSURANCE COMPANY
            Illustration of Death Benefits and Cash Surrender Values
                 Single Premium Variable Life Insurance (SPVLI)


FOR: JOHN DOE                                          PLAN ID:KEYLIFE
                                               GUARANTEED MINIMUM DEATH BENEFIT
AGE: 30                                                      $47,494
CLASS: STANDARD                                      SINGLE PREMIUM AMOUNT
                                                             $10,000

<TABLE>
<CAPTION>
  END OF            TOTAL PREMIUM                 DEATH BENEFITS (1) ASSUMING HYPOTHETICAL
POLICY YEAR       PAID PLUS INTEREST                  GROSS ANNUAL INVESTMENT RETURN OF
                          AT 5%                    0%                6%                12%
      <S>               <C>                     <C>               <C>               <C>

       1                $10,500                 $47,494           $47,494           $49,904
       2                 11,025                  47,494            47,494            52,155
       3                 11,576                  47,494            47,494            54,572
       4                 12,155                  47,494            47,494            57,161
       5                 12,763                  47,494            47,494            59,935
       6                 13,401                  47,494            47,494            62,903
       7                 14,071                  47,494            49,494            66,076
       8                 14,775                  47,494            47,494            69,466
       9                 15,513                  47,494            47,494            73,559
      10                 16,289                  47,494            47,494            78,058
      15                 20,789                  47,494            47,494           106,723
      20                 26,533                  47,494            47,494           145,904
      25                 33,864                  47,494            47,494           199,486
      30                 43,219                  47,494            47,494           272,814
      35                 55,160                  47,494            47,494           373,235
      40                 70,400                  47,494            47,494           510,940

                                                        CASH SURRENDER VALUES (1)
   END OF           TOTAL PREMIUM                      ASSUMING HYPOTHETICAL GROSS
POLICY YEAR       PAID PLUS INTEREST                   ANNUAL INVESTMENT RETURN OF
                          AT 5%                    0%                6%                12%

       1                $10,500                 $ 9,062           $ 9,649            $10,235
       2                 11,025                   8,753             9,934             11,177
       3                 11,576                   8,446            10,226             12,204
       4                 12,155                   8,140            10,526             13,325
       5                 12,763                   7,836            10,833             14,547
       6                 13,401                   7,532            11,146             15,879
       7                 14,071                   7,227            11,466             17,332
       8                 14,775                   7,099            11,792             18,916
       9                 15,513                   6,972            12,123             20,777
      10                 16,289                   6,848            12,458             22,848
      15                 20,789                   6,238            14,233             36,570
      20                 26,533                   5,713            16,411             58,155
      25                 33,864                   5,201            18,751             91,778
      30                 43,219                   4,689            21,123            143,463
      35                 55,160                   4,165            23,339            222,027
      40                 70,400                   3,610            24,940            339,367
</TABLE>

                   (1) Assumes no policy loans have been made.
THE HYPOTHETICAL RATES SHOWN ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
INTERPRETED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. NO
REPRESENTATION CAN BE MADE BY THE COMPANY, THE VARIABLE ACCOUNT, OR THE ELIGIBLE
MUTUAL FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. ACTUAL INVESTMENT RESULTS WILL DEPEND
UPON MANY FACTORS, INCLUDING THE CHOICE OF INVESTMENT SUB-ACCOUNT AND DIFFERENT
INVESTMENT EXPERIENCE OF THE ELIGIBLE MUTUAL FUNDS.

                                       70
<PAGE>



                                     KEYLIFE
                         KEYPORT LIFE INSURANCE COMPANY
            Illustration of Death Benefits and Cash Surrender Values
                 Single Premium Variable Life Insurance (SPVLI)

FOR: JOHN DOE                                          PLAN ID: KEYLIFE
AGE: 40                                         GUARANTEED MINIMUM DEATH BENEFIT
                                                            $34,165
CLASS: STANDARD                                      SINGLE PREMIUM AMOUNT
                                                            $10,000

<TABLE>
<CAPTION>
  END OF             TOTAL PREMIUM                 DEATH BENEFITS (1) ASSUMING HYPOTHETICAL
POLICY YEAR       PAID PLUS INTEREST                  GROSS ANNUAL INVESTMENT RETURN OF
                          AT 4%                    0%                4%                 8%
      <S>               <C>                     <C>               <C>               <C>
       1                $10,400                 $34,165           $34,165           $34,617
       2                 10,816                  34,165            34,165            35,863
       3                 11,249                  34,165            34,165            35,132
       4                 11,699                  34,165            34,165            35,424
       5                 12,167                  34,165            34,165            35,740
       6                 12,653                  34,165            34,165            36,078
       7                 13,159                  34,165            34,165            36,440
       8                 13,686                  34,165            34,165            36,825
       9                 14,233                  34,165            34,165            37,233
      10                 14,802                  34,165            34,165            37,664
      15                 18,009                  34,165            34,165            41,028
      20                 21,911                  34,165            34,165            46,086
      25                 26,658                  34,165            34,165            52,409
      30                 32,434                  34,165            34,165            59,722
      35                 39,461                  34,165            34,165            68,126
      40                 48,010                  34,165            34,165            77,870

                                                      CASH SURRENDER VALUES (1)
  END OF            TOTAL PREMIUM                    ASSUMING HYPOTHETICAL GROSS
POLICY YEAR       PAID PLUS INTEREST                 ANNUAL INVESTMENT RETURN OF
                          AT 4%                     0%               4%                 8%

       1                $10,400                 $ 9,054           $ 9,445           $ 9,836
       2                 10,816                   8,731             9,511            10,320
       3                 11,249                   8,406             9,571            10,825
       4                 11,699                   8,078             9,623            11,351
       5                 12,167                   7,746             9,667            11,899
       6                 12,653                   7,410             9,701            12,470
       7                 13,159                   7,067             9,726            13,066
       8                 13,686                   6,928             9,939            13,688
       9                 14,233                   6,789            10,155            14,336
      10                 14,802                   6,652            10,372            15,012
      15                 18,009                   5,999            11,493            18,876
      20                 21,911                   5,416            12,697            24,235
      25                 26,658                   4,823            13,909            31,177
      30                 32,434                   4,197            15,038            39,668
      35                 39,461                   3,516            15,934            49,823
      40                 48,010                   2,763            16,329            61,611
</TABLE>
                   (1) Assumes no policy loans have been made.
THE HYPOTHETICAL RATES SHOWN ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
INTERPRETED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. NO
REPRESENTATION CAN BE MADE BY THE COMPANY, THE VARIABLE ACCOUNT, OR THE ELIGIBLE
MUTUAL FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. ACTUAL INVESTMENT RESULTS WILL DEPEND
UPON MANY FACTORS, INCLUDING THE CHOICE OF INVESTMENT SUB-ACCOUNT AND DIFFERENT
INVESTMENT EXPERIENCE OF THE ELIGIBLE MUTUAL FUNDS.

                                       71

<PAGE>



                                     KEYLIFE
                         KEYPORT LIFE INSURANCE COMPANY
                    Illustration of Death Benefits and Cash Surrender Values
                 Single Premium Variable Life Insurance (SPVLI)

FOR: JOHN DOE                                          PLAN ID: KEYLIFE
AGE: 40                                         GUARANTEED MINIMUM DEATH BENEFIT
                                                           $34,165
CLASS: STANDARD                                     SINGLE PREMIUM AMOUNT
                                                           $10,000

<TABLE>
<CAPTION>
   END OF           TOTAL PREMIUM                 DEATH BENEFITS (1) ASSUMING HYPOTHETICAL
POLICY YEAR       PAID PLUS INTEREST                 GROSS ANNUAL INVESTMENT RETURN OF
                          AT 5%                    0%                6%                12%
      <S>               <C>                     <C>               <C>               <C>

       1                $10,500                 $34,165           $34,165           $35,907
       2                 11,025                  34,165            34,165            37,535
       3                 11,576                  34,165            34,165            39,281
       4                 12,155                  34,165            34,165            41,152
       5                 12,763                  34,165            34,165            43,154
       6                 13,401                  34,165            34,165            45,295
       7                 14,071                  34,165            34,165            47,582
       8                 14,775                  34,165            34,165            50,025
       9                 15,513                  34,165            34,165            52,926
      10                 16,289                  34,165            34,165            56,092
      15                 20,789                  34,165            34,165            76,706
      20                 26,533                  34,165            34,165           104,901
      25                 33,864                  34,165            34,165           143,501
      30                 43,219                  34,165            34,165           196,426
      35                 55,160                  34,165            34,165           269,160
      40                 70,400                  34,165            34,165           369,554
<CAPTION>
                                                     CASH SURRENDER VALUES (1)
   END OF           TOTAL PREMIUM                   ASSUMING HYPOTHETICAL GROSS
POLICY YEAR       PAID PLUS INTEREST                ANNUAL INVESTMENT RETURN OF
                          AT 5%                     0%                6%                12%
       <S>              <C>                     <C>               <C>               <C>    
       1                $10,500                 $ 9,054           $ 9,641           $10,226
       2                 11,025                   8,731             9,913            11,154
       3                 11,576                   8,406            10,189            12,161
       4                 12,155                   8,078            10,467            13,253
       5                 12,763                   7,746            10,748            14,439
       6                 13,401                   7,410            11,031            15,727
       7                 14,071                   7,067            11,316            17,125
       8                 14,775                   6,928            11,636            18,644
       9                 15,513                   6,789            11,943            20,408
      10                 16,289                   6,652            12,235            22,358
      15                 20,789                   5,999            13,719            35,290
      20                 26,533                   5,416            15,407            55,164
      25                 33,864                   4,823            16,983            85,364
      30                 43,219                   4,197            18,123           130,466
      35                 55,160                   3,516            18,186           196,846
      40                 70,400                   2,763            18,007           292,394
</TABLE>
                   (1) Assumes no policy loans have been made.
THE HYPOTHETICAL RATES SHOWN ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
INTERPRETED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. NO
REPRESENTATION CAN BE MADE BY THE COMPANY,THE VARIABLE ACCOUNT, OR THE ELIGIBLE
MUTUAL FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. ACTUAL INVESTMENT RESULTS WILL DEPEND
UPON MANY FACTORS,INCLUDING THE CHOICE OF INVESTMENT SUB-ACCOUNT AND DIFFERENT
INVESTMENT EXPERIENCE OF THE ELIGIBLE MUTUAL FUNDS.

                                       72

<PAGE>



                                     KEYLIFE
                         KEYPORT LIFE INSURANCE COMPANY
            Illustration of Death Benefits and Cash Surrender Values
                 Single Premium Variable Life Insurance (SPVLI)

FOR: JOHN DOE                                          PLAN ID: KEYLIFE
AGE: 50                                        GUARANTEED MINIMUM DEATH BENEFIT
                                                          $25,089
CLASS: STANDARD                                    SINGLE PREMIUM AMOUNT
                                                          $10,000

<TABLE>
<CAPTION>
   END OF           TOTAL PREMIUM                 DEATH BENEFITS (1) ASSUMING HYPOTHETICAL
POLICY YEAR       PAID PLUS INTEREST                 GROSS ANNUAL INVESTMENT RETURN OF
                          AT 4%                    0%                4%                8%
      <S>               <C>                     <C>               <C>               <C>

      1                 $10,400                 $25,089           $25,089           $25,459
      2                  10,816                  25,089            25,089            25,676
      3                  11,249                  25,089            25,089            26,910
      4                  11,699                  25,089            25,089            26,159
      5                  12,167                  25,089            25,089            26,424
      6                  12,653                  25,089            25,089            26,705
      7                  13,159                  25,089            25,089            27,002
      8                  13,686                  25,089            25,089            27,315
      9                  14,233                  25,089            25,089            27,644
      10                 14,802                  25,089            25,089            27,989
      15                 18,009                  25,089            25,089            30,619
      20                 21,911                  25,089            25,089            33,978
      25                 26,658                  25,089            25,089            37,835
      30                 32,434                  25,089            25,089            42,288
      35                 39,461                  25,089            25,089            47,474
      40                 48,010                  25,089            25,089            53,620

                                                       CASH SURRENDER VALUES (I)
   END OF         TOTAL PREMIUM PAID                  ASSUMING HYPOTHETICAL GROSS
POLICY YEAR       PAID PLUS INTEREST                  ANNUAL INVESTMENT RETURN OF
                          AT 4%                   0%                4%                8%

      1                 $10,400                 $ 9,041           $ 9,433           $ 9,824
      2                  10,816                   8,703             9,485            10,294
      3                  11,249                   8,358             9,527            10,782
      4                  11,699                   8,003             9,557            11,286
      5                  12,167                   7,638             9,573            11,809
      6                  12,653                   7,260             9,573            12,350
      7                  13,159                   6,868             9,558            12,910
      8                  13,686                   6,722             9,761            13,491
      9                  14,233                   6,577             9,966            14,094
      10                 14,802                   6,431            10,172            14,718
      15                 18,009                   5,770            11,218            18,214
      20                 21,911                   5,130            12,296            22,568
      25                 26,658                   4,445            13,313            27,670
      30                 32,434                   3,685            14,137            33,458
      35                 39,461                   3,853            14,603            40,061
      40                 48,010                   1,981            14,409            47,562
</TABLE>
                   (1) Assumes no policy loans have been made.
THE HYPOTHETICAL RATES SHOWN ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
INTERPRETED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. NO
REPRESENTATION CAN BE MADE BY THE COMPANY, THE VARIABLE ACCOUNT, OR THE ELIGIBLE
MUTUAL FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. ACTUAL INVESTMENT RESULTS WILL DEPEND
UPON MANY FACTORS, INCLUDING THE CHOICE OF INVESTMENT SUB-ACCOUNT AND DIFFERENT
INVESTMENT EXPERIENCE OF THE ELIGIBLE MUTUAL FUNDS.

                                       73

<PAGE>



                                     KEYLIFE
                         KEYPORT LIFE INSURANCE COMPANY
                    Illustration of Death Benefits and Cash Surrender Values
                 Single Premium Variable Life Insurance (SPVLI)

FOR: JOHN DOE                                           PLAN ID: KEYLIFE
AGE: 50                                        GUARANTEED MINIMUM DEATH BENEFIT
                                                            $25,089
CLASS: STANDARD                                      SINGLE PREMIUM AMOUNT
                                                            $10,000

<TABLE>
<CAPTION>
   END OF            TOTAL PREMIUM                 DEATH BENEFITS (1) ASSUMING HYPOTHETICAL
POLICY YEAR       PAID PLUS INTEREST                 GROSS ANNUAL INVESTMENT RETURN OF
                        AT 5%                       0%               6%               12%
      <S>               <C>                     <C>               <C>               <C>

      1               $10,500                    $25,089          $25,089           $26,407
      2                11,025                     25,089           25,089            27,642
      3                11,576                     25,089           25,089            28,964
      4                12,155                     25,089           25,089            30,377
      5                12,763                     25,089           25,089            31,888
      6                13,401                     25,089           25,089            33,502
      7                14,071                     25,089           25,089            35,224
      8                14,775                     25,089           25,089            37,061
      9                15,513                     25,089           25,089            39,181
      10               16,289                     25,089           25,089            41,488
      15               20,789                     25,089           25,089            56,709
      20               26,533                     25,089           25,089            77,626
      25               33,864                     25,089           25,089            106,362
      30               43,219                     25,089           25,089            146,021
      35               55,160                     25,089           25,089            201,080
      40               70,400                     25,089           25,089            278,283

                                                        CASH SURRENDER VALUES (1)
   END OF            TOTAL PREMIUM                     ASSUMING HYPOTHETICAL GROSS
POLICY YEAR       PAID PLUS INTEREST                     ANNUAL INVESTMENT RETURN
                         AT 5%                    0%                6%               12%

      1                $10,500                  $ 9,041           $ 9,629         $10,214
      2                 11,025                     8,703            9,888          11,125
      3                 11,576                     8,358           10,147          12,110
      4                 12,155                     8,003           10,406          13,174
      5                 12,763                     7,638           10,663          14,323
      6                 13,401                     7,260           10,918          15,564
      7                 14,071                     6,868           11,170          16,905
      8                 14,775                     6,722           11,510          18,355
      9                 15,513                     6,577           11,837          20,005
      10                16,289                     6,431           12,128          21,817
      15                20,789                     5,770           13,389          33,734
      20                26,533                     5,130           14,584          51,559
      25                33,864                     4,445           15,303          77,786
      30                43,219                     3,685           15,986         115,533
      35                55,160                     2,853           16,978         169,684
      40                70,400                     1,981           17,988         246,842
</TABLE>
                   (1) Assumes no policy loans have been made.
THE HYPOTHETICAL RATES SHOWN ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
INTERPRETED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. NO
REPRESENTATION CAN BE MADE BY THE COMPANY, THE VARIABLE ACCOUNT, OR THE ELIGIBLE
MUTUAL FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. ACTUAL INVESTMENT RESULTS WILL DEPEND
UPON MANY FACTORS, INCLUDING THE CHOICE OF INVESTMENT SUB-ACCOUNT AND DIFFERENT
INVESTMENT EXPERIENCE OF THE ELIGIBLE MUTUAL FUNDS.

                                       74

<PAGE>



                                     KEYLIFE
                         KEYPORT LIFE INSURANCE COMPANY
            Illustration of Death Benefits and Cash Surrender Values
                 Single Premium Variable Life Insurance (SPVLI)

FOR: JOHN DOE                                        PLAN  ID: KEYLIFE
AGE: 60                                        GUARANTEED MINIMUM DEATH BENEFIT
                                                          $19,016
CLASS: STANDARD                                     SINGLE PREMIUM AMOUNT
                                                          $10,000

<TABLE>
<CAPTION>
   END OF            TOTAL PREMIUM                 DEATH BENEFITS (1) ASSUMING HYPOTHETICAL
POLICY YEAR       PAID PLUS INTEREST                 GROSS ANNUAL INVESTMENT RETURN OF
                         AT 4%                      0%               4%                8%
      <S>               <C>                     <C>               <C>               <C>

      1                $10,400                  $19,016           $19,016           $19,304
      2                 10,816                   19,016            19,016            19,474
      3                 11,249                   19,016            19,016            19,655
      4                 11,699                   19,016            19,016            19,847
      5                 12,167                   19,016            19,016            20,051
      6                 12,653                   19,016            19,016            20,266
      7                 13,159                   19,016            19,016            20,493
      8                 13,686                   19,016            19,016            20,731
      9                 14,233                   19,016            19,016            20,981
      10                14,802                   19,016            19,016            21,242
      15                18,009                   19,016            19,016            23,260
      20                21,911                   19,016            19,016            25,869
      25                26,658                   19,016            19,016            28,920
      30                32,434                   19,016            19,016            32,549
      35                39,461                   19,016            19,016            36,883
      40                48,010                   19,016            19,016            42,680

                                                CASH SURRENDER VALUES (1)
END OF            TOTAL PREMIUM                 ASSUMING HYPOTHETICAL GROSS
POLICY YEAR       PAID PLUS INTEREST            ANNUAL INVESTMENT RETURN OF
                         AT 4%                    0%                4%               8%

      1                $10,400                  $ 9,004           $ 9,397          $ 9,788
      2                 10,816                    8,622             9,408           10,218
      3                 11,249                    8,222             9,402           10,660
      4                 11,699                    7,802             9,376           11,114
      5                 12,167                    7,357             9,326           11,580
      6                 12,653                    6,883             9,250           12,058
      7                 13,159                    6,377             9,145           12,549
      8                 13,686                    6,219             9,325           13,055
      9                 14,233                    6,071             9,505           13,574
      10                14,802                    5,937             9,685           14,109
      15                18,009                    5,250            10,575           17,011
      20                21,911                    4,513            11,430           20,468
      25                26,658                    3,699            12,148           24,405
      30                32,434                    2,805            12,596           28,872
      35                39,461                    1,897            12,603           34,471
      40                48,010                      765            10,065           42,680
</TABLE>
                   (1) Assumes no policy loans have been made.
THE HYPOTHETICAL RATES SHOWN ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
INTERPRETED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. NO
REPRESENTATION CAN BE MADE BY THE COMPANY, THE VARIABLE ACCOUNT, OR THE ELIGIBLE
MUTUAL FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. ACTUAL INVESTMENT RESULTS WILL DEPEND
UPON MANY FACTORS, INCLUDING THE CHOICE OF INVESTMENT SUB-ACCOUNT AND DIFFERENT
INVESTMENT EXPERIENCE OF THE ELIGIBLE MUTUAL FUNDS.

                                       75

<PAGE>


                                     KEYLIFE
                         KEYPORT LIFE INSURANCE COMPANY
                    Illustration of Death Benefits and Cash Surrender Values
                 Single Premium Variable Life Insurance (SPVLI)

FOR: JOHN DOE                                          PLAN ID: KEYLIFE
AGE: 60                                        GUARANTEED MINIMUM DEATH BENEFIT
                                                            $19,016
CLASS: STANDARD                                       SINGLE PREMIUM AMOUNT
                                                            $10,000

<TABLE>
<CAPTION>
   END OF            TOTAL PREMIUM                 DEATH BENEFITS (1) ASSUMING HYPOTHETICAL
POLICY YEAR       PAID PLUS INTEREST                  GROSS ANNUAL INVESTMENT RETURN OF
                         AT 5%                      0%               6%                 12%
      <S>               <C>                     <C>               <C>               <C>

      1                $10,500                   $19,016          $19,016            $20,023
      2                 11,025                    19,016           19,016             20,965
      3                 11,576                    19,016           19,016             21,972
      4                 12,155                    19,016           19,016             23,048
      5                 12,763                    19,016           19,016             24,198
      6                 13,401                    19,016           19,016             25,426
      7                 14,071                    19,016           19,016             26,735
      8                 14,775                    19,016           19,016             28,132
      9                 15,513                    19,016           19,016             29,621
      10                16,289                    19,016           19,016             31,208
      15                20,789                    19,016           19,016             42,452
      20                26,533                    19,016           19,016             58,281
      25                33,864                    19,016           19,016             80,249
      30                43,219                    19,016           19,016            111,049
      35                55,160                    19,016           19,016            154,492
      40                70,400                    19,016           19,016            219,159

                                                      CASH SURRENDER VALUES (1)
   END OF            TOTAL PREMIUM                   ASSUMING HYPOTHETICAL GROSS
POLICY YEAR       PAID PLUS INTEREST                 ANNUAL INVESTMENT RETURN OF
                          AT 5%                   0%            6%              12%
      <S>               <C>                     <C>               <C>               <C>

      1                 $10,500                 $ 9,004       $ 9,594         $10,176
      2                  11,025                   8,622         9,813          11,043
      3                  11,576                   8,222        10,028          11,974
      4                  12,155                   7,802        10,237          12,974
      5                  12,763                   7,357        10,438          14,047
      6                  13,401                   6,883        10,629          15,199
      7                  14,071                   6,377        10,811          16,436
      8                  14,775                   6,219        11,117          17,765
      9                  15,513                   6,071        11,427          19,193
      10                 16,289                   5,937        11,738          20,729
      15                 20,789                   5,250        13,136          31,047
      20                 26,533                   4,513        14,130          46,113
      25                 33,864                   3,699        15,066          67,719
      30                 43,219                   2,805        16,021          98,502
      35                 55,160                   1,897        17,052         144,388
      40                 70,400                     765        17,974         219,159
</TABLE>
                   (1) Assumes no policy loans have been made.
THE HYPOTHETICAL RATES SHOWN ABOVE ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE
INTERPRETED AS A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS. NO
REPRESENTATION CAN BE MADE BY THE COMPANY,THE VARIABLE ACCOUNT, OR THE ELIGIBLE
MUTUAL FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE
YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. ACTUAL INVESTMENT RESULTS WILL DEPEND
UPON MANY FACTORS, INCLUDING THE CHOICE OF INVESTMENT SUB-ACCOUNT AND DIFFERENT
INVESTMENT EXPERIENCE OF THE ELIGIBLE MUTUAL FUNDS.

                                       76




<PAGE>



                                      APPENDIX B

                    ILLUSTRATIVE EXAMPLES OF THE CALCULATION OF THE
                     GUARANTEED MAXIMUM POLICY MAINTENANCE CHARGE

The Maximum Policy Maintenance Charge is based on the lower of the Minimum
Guaranteed Death Benefit ("MGDB") and 3.5 times the Single Premium paid under a
Policy. The following examples assume a $l0,000 Single Premium has been paid:

Example Number One For an Insured With Issue Age Thirty

    1.    The MGDB is $47,494 (see the illustrations in Appendix A).

    2.    3.5 times the Single Premium is $35,000.

    3.    Thus, the Policy Maintenance Charge is based on $35,000, not on the
          $47,494 MGDB.

    4.    Therefore, the Maximum Policy Maintenance Charge during Policy Years 1
          through 15 is .25 times 35,000 divided by 1,000 or $8.75. For Policy
          Years after the 15th, the Maximum Policy Maintenance Charge is .15
          times 35,000 divided by 1,000 or $5.25.

Example Number Two For an Insured With Issue Age Sixty

    1.    The MGDB is $l9,016 (see the illustrations in Appendix A).

    2.    3.5 times the Single Premium is $35,000.

    3.    Thus, the Policy Maintenance Charge is based on $l9,016, not on the
          $35,000 which was the case with Example Number One above.

    4.    Therefore, the Maximum Policy Maintenance Charge for Policy Years l
          through 15 is .37 times l9,016 divided by l,000 or $7.04. For Policy
          Years after the l5th, the Maximum Policy Maintenance Charge is .222
          times l9,0l6 divided by l,000 or $4.22.










                                          77

<PAGE>



                                      APPENDIX C

                   ILLUSTRATIVE EXAMPLE OF REDUCTION OR ELIMINATION
                             OF POLICY MAINTENANCE CHARGE
                                          AND
              CREDITING OF ADDITIONAL CASH VALUES TO THE VARIABLE ACCOUNT

Example Number One for Insureds in Their 9th Through l5th Policy Years

The Cash Value at the end of the l0th Policy Year for an Insured issued a Policy
at age 30, who paid a $l0,000 Single Premium that earned a hypothetical interest
rate of l2%, is $22,848 (see the illustration in Appendix A).

To determine whether or not the Monthly Policy Maintenance Charge is to be
eliminated in the first month of the eleventh Policy Year, the following test is
performed:

    1)    The above Cash Value is compared to the Single Premium ($l0,000)
          multiplied by 1 plus a factor equal to:

          a)    Policy Year (11) times [.085 plus (Policy Year (11) times 
                .0023)], or l.2133.

          b)    Therefore, $l0,000 times (1 + l.2133) equals $22,133.

    2)    Since $22,133 is less than the Policy's Cash Value, the Policy
          Maintenance Charge is not taken on the next Monthly Anniversary. This
          test is performed in each month during Policy Years 9-15, and if the
          condition is met the Policy Maintenance Charge is eliminated.

If the above test is satisfied as of the beginning of the last month of a Policy
Year, then on the next Policy Anniversary Keyport will credit additional Cash
Value in an amount equal to .30% of the existing Cash Value. For example, if the
Cash Value at the end of the last month of the Policy Year is $24,000 before any
monthly deductions, and the above test is satisfied, then Cash Values equal to
$72 (.0030 times $24,000) will be credited.

Example Number Two for Insureds in Policy Years l6 and Greater

The Cash Value at the end of the 20th Policy Year for an Insured of a Policy
issued at age 40, who paid a $l0,000 Single Premium that earned a hypothetical
interest rate of l2%, is $55,164 (see the illustration in Appendix A).

To determine whether or not the Policy Maintenance Charge is to be reduced in
the first month of the twenty-first Policy Year, the following test is
performed:

    1)    The above Cash Value is compared to the Single Premium ($l0,000) 
          multiplied by l plus a factor equal to:

          a)    Policy Year (21) times [.032 plus (Policy Year (21) times 
                .0018)], or 1.4658.

          b)    $10,000 times (1 + 1.4658) equals $24,658.


                                          78

<PAGE>



    2)    Since $24,658 is less than the above Cash Value, only a portion of the
          already reduced Policy Maintenance Charge is deducted. This fraction
          equals:

          a)    .02 times the Guaranteed Minimum Death Benefit for an Insured 
                of this issue age ($34,165); times

          b)    the Policy Year (21) minus l5; divided by

          c)    the death benefit at the end of the twentieth Policy Year
                ($104,901);

          or .03908; i.e., the otherwise applicable Policy Maintenance Charge
          will be multiplied by .03908. This test is performed in each month
          after Policy Year l5.

If the above test is satisfied as of the beginning of the last month of a Policy
Year, then on the next Policy Anniversary Keyport will credit additional Cash
Values as in Example Number One above.

                                          79

<PAGE>



                                   APPENDIX D

                        FACTORS TO CALCULATE APPROXIMATE
                        GUARANTEED MINIMUM DEATH BENEFIT

<TABLE>
<CAPTION>
  Insured's Age               Insured's Date               Insured's Age
on Date of Issue   Factor*   on Date of Issue   Factor*   on Date of Issue   Factor*
      <S>           <C>             <C>          <C>             <C>          <C>
       1            11.79           25           5.58            48           2.66
       2            11.45           26           5.41            49           2.58
       3            11.12           27           5.23            50           2.50
       4            10.79           28           5.07            51           2.43
       5            10.47           29           4.90            52           2.36
       6            10.14           30           4.74            53           2.29
       7             9.82           31           4.59            54           2.23
       8             9.51           32           4.44            55           2.17
       9             9.20           33           4.29            56           2.11
      10             8.90           34           4.15            57           2.05
      11             8.61           35           4.02            58           2.00
      12             8.32           36           3.89            59           1.95
      13             8.05           37           3.76            60           1.90
      14             7.80           38           3.64            61           1.85
      15             7.56           39           3.52            62           1.80
      16             7.33           40           3.41            63           1.76
      17             7.11           41           3.30            64           1.72
      18             6.90           42           3.20            65           1.68
      19             6.70           43           3.10            66           1.64
      20             6.50           44           3.01            67           1.60
      21             6.31           45           2.91            68           1.57
      22             6.12           46           2.82            69           1.53
      23             5.94           47           2.74            70           1.50
      24             5.76
</TABLE>




                                       80




<PAGE>



                                   APPENDIX E

                      TABLE OF NET SINGLE PREMIUM FACTORS

        Net Single Premiums ("NSP") Based On Insured's Age Last Birthday

Age       NSP       Age       NSP       Age       NSP       Age       NSP

 1      0.08481      26     0.18481      51     0.41049      76     0.74385
 2      0.08727      27     0.19086      52     0.42261      77     0.74385
 3      0.08988      28     0.19717      53     0.43493      78     0.76797
 4      0.09262      29     0.20373      54     0.44742      79     0.77969
 5      0.09550      30     0.21055      55     0.46007      80     0.79121
 6      0.09853      31     0.21764      56     0.47289      81     0.80250
 7      0.10173      32     0.22498      57     0.48586      82     0.81349
 8      0.10510      33     0.23257      58     0.49902      83     0.82408
 9      0.10863      34     0.24041      59     0.51236      84     0.83422
10      0.11231      35     0.24852      60     0.52587      85     0.84386
11      0.11614      36     0.25687      61     0.53952      86     0.85306
12      0.12008      37     0.26547      62     0.55330      87     0.86187
13      0.12409      38     0.27431      63     0.56714      88     0.87038
14      0.12815      39     0.28339      64     0.58101      89     0.87872
15      0.13225      40     0.29270      65     0.59487      90     0.88702
16      0.13638      41     0.30224      66     0.60872      91     0.89544
17      0.14056      42     0.31200      67     0.62257      92     0.90418
18      0.14480      43     0.32198      68     0.63643      93     0.91347
19      0.14916      44     0.33221      69     0.65031      94     0.92357
20      0.15364      45     0.34267      70     0.66420      95     0.93460
21      0.15829      46     0.35336      71     0.67804      96     0.94652
22      0.16313      47     0.36430      72     0.69176      97     0.95894
23      0.16819      48     0.37548      73     0.70526      98     0.97096
24      0.17348      49     0.38691      74     0.71847      99     0.98058
25      0.17902      50     0.39859      75     0.73133     100     1.00000


                                       81





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