The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete. |
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D
Notice of Exempt Offering of Securities
| | OMB APPROVAL | | OMB Number: | 3235-0076 | | Estimated average burden | | hours per response: | 4.00 |
|
|
1. Issuer's Identity
| CIK (Filer ID Number) | Previous Names | | Entity Type |
|---|
| 0001432334 | | Delaware Life Separate Account Q | | KEYPORT LIFE INSURANCE CO VARIABLE ACCOUNT Q |
| | | Corporation | | | Limited Partnership | | | Limited Liability Company | | | General Partnership | | | Business Trust | | X | Other (Specify) |
Insurance Company Separate Account |
| Name of Issuer |
|---|
| Keyport Life Ins Co Separate Account Q |
| Jurisdiction of Incorporation/Organization |
|---|
| RHODE ISLAND |
| Year of Incorporation/Organization |
|---|
| X | Over Five Years Ago | | | Within Last Five Years (Specify Year) | | | | Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| Keyport Life Ins Co Separate Account Q |
| Street Address 1 | Street Address 2 |
|---|
| 1601 TRAPELO ROAD | SUITE 30 |
| City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
|---|
| WALTHAM | MASSACHUSETTS | 02451 | 7817908774 |
3. Related Persons
| Last Name | First Name | Middle Name |
|---|
| Life Insurance Company | Delaware |
| Street Address 1 | Street Address 2 |
|---|
| 1601 Trapelo Road | Suite 30 |
| City | State/Province/Country | ZIP/PostalCode |
|---|
| Waltham | MASSACHUSETTS | 02451 |
| Relationship: | | Executive Officer | | Director | X | Promoter |
|---|
Clarification of Response (if Necessary):
Delaware Life Insurance Company
4. Industry Group
| | Agriculture | | Banking & Financial Services | | | | Commercial Banking | | | Insurance | | | Investing | | | Investment Banking | | | Pooled Investment Fund | | | | Is the issuer registered as
an investment company under
the Investment Company
Act of 1940? | | | | | Other Banking & Financial Services |
| | | Business Services | | Energy | | | | | | | | | | | | |
| | Health Care | | | | | | | | | | | | | Manufacturing | | Real Estate | | | | | | | | | | |
| | Retailing | | Restaurants | | Technology | | | | | | | | Travel | | | | | | | | Tourism & Travel Services |
| | | | Other |
|
5. Issuer Size
| Revenue Range | OR | Aggregate Net Asset Value Range |
|---|
| | No Revenues | | No Aggregate Net Asset Value |
| | $1 - $1,000,000 | | $1 - $5,000,000 |
| | $1,000,001 - $5,000,000 | | $5,000,001 - $25,000,000 |
| | $5,000,001 - $25,000,000 | | $25,000,001 - $50,000,000 |
| | $25,000,001 - $100,000,000 | | $50,000,001 - $100,000,000 |
| X | Over $100,000,000 | | Over $100,000,000 |
| | Decline to Disclose | | Decline to Disclose |
| | Not Applicable | | Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
| | Rule 504(b)(1) (not (i), (ii) or (iii)) |
|
| | Rule 504 (b)(1)(i) |
| | Rule 504 (b)(1)(ii) |
| | Rule 504 (b)(1)(iii) |
| X | Rule 506(b) |
| | Rule 506(c) |
| | Securities Act Section 4(a)(5) |
| X | Investment Company Act Section 3(c) |
| | X | Section 3(c)(1) | | Section 3(c)(9) |
| | | Section 3(c)(2) | | Section 3(c)(10) |
| | | Section 3(c)(3) | | Section 3(c)(11) |
| | | Section 3(c)(4) | | Section 3(c)(12) |
| | | Section 3(c)(5) | | Section 3(c)(13) |
| | | Section 3(c)(6) | | Section 3(c)(14) |
| |
| 7. Type of Filing
| | New Notice | | Date of First Sale | 2008-07-22 | | | First Sale Yet to Occur |
| X | Amendment |
8. Duration of Offering
| Does the Issuer intend this offering to last more than one year? | | |
9. Type(s) of Securities Offered (select all that apply)
| | Equity | | Pooled Investment Fund Interests |
| | Debt | | Tenant-in-Common Securities |
| | Option, Warrant or Other Right to Acquire Another Security | | Mineral Property Securities |
| | Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security | X | Other (describe) |
| Flexible Premium Variable Life and Annuity Contracts |
10. Business Combination Transaction
| Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? | | |
Clarification of Response (if Necessary):
11. Minimum Investment
| Minimum investment accepted from any outside investor | $250,000 | USD |
12. Sales Compensation
| Recipient | | Recipient CRD Number | | None |
|
| Raymond James & Associates | 705 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 880 Carillon Parkway |
| City | State/Province/Country | ZIP/Postal Code |
| St. Petersburg | FLORIDA | 33716 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| M Holding Securities | 43285 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 1125 Northwest Couch Street | Suite 900 |
| City | State/Province/Country | ZIP/Postal Code |
| Portland | OREGON | 97209 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| Clark Securities, Inc. | 43083 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 2121 San Jacinto St. | Suite 2200 |
| City | State/Province/Country | ZIP/Postal Code |
| Dallas | TEXAS | 75201 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| Crown Capital Securities LP | 6312 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 725 Town & Country Road | Suite 530 |
| City | State/Province/Country | ZIP/Postal Code |
| Orange | CALIFORNIA | 92868 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| Legacy Financial Services, Inc. | 38697 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 2090 Marina Ave. |
| City | State/Province/Country | ZIP/Postal Code |
| Petaluma | CALIFORNIA | 94954 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| Investors Capital Corp. | 30613 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 230 Broadway |
| City | State/Province/Country | ZIP/Postal Code |
| Lynnfield | MASSACHUSETTS | 01940 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| Grant Williams LP | 45961 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 1560 Market Street | 53rd Floor, Suite 220 |
| City | State/Province/Country | ZIP/Postal Code |
| Philadelphia | PENNSYLVANIA | 19103 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| VFIC Securities, Inc. | 103160 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 1030 Old valley Forge Road |
| City | State/Province/Country | ZIP/Postal Code |
| King of Prussia | PENNSYLVANIA | 19406 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| Brookstreet Securities Corporation | 14667 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 2361 Campuss Drive |
| City | State/Province/Country | ZIP/Postal Code |
| Irvine | CALIFORNIA | 92612 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| FSC Securities Corp. | 7461 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 3585 Atlanta Avenue |
| City | State/Province/Country | ZIP/Postal Code |
| Hapeville | GEORGIA | 30365 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| SIG Securities LLC | 45915 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 14785 Preston Road | Suite 1000 |
| City | State/Province/Country | ZIP/Postal Code |
| Dallas | TEXAS | 75254-7876 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| Lincoln Financial Advisors Corp. | 3978 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 1300 South Clinton Street | Suite 150 |
| City | State/Province/Country | ZIP/Postal Code |
| Fort Wayne | INDIANA | 46802 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| Geneos Wealth Management, Inc. | 120894 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 4700 S. Syracuse Parkway | Suite 1000 |
| City | State/Province/Country | ZIP/Postal Code |
| Denver | COLORADO | 80237 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| Mutual Trust Company of America Securities | 8494 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 2963 Gulf to Bay Boulevard | Suite 120 |
| City | State/Province/Country | ZIP/Postal Code |
| Clearwater | FLORIDA | 33759 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| AIG Financial Advisors, Inc. | 133763 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 2800 North Central Ave. |
| City | State/Province/Country | ZIP/Postal Code |
| Phoenix | ARIZONA | 85004 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| InterSecurities, Inc. | 16164 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 570 Carillon Parkway |
| City | State/Province/Country | ZIP/Postal Code |
| St. Petersburg | FLORIDA | 33716 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| Metlife Securities, Inc. | 14251 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 300 Davidson Ave. | 1st Floor East Wing |
| City | State/Province/Country | ZIP/Postal Code |
| Summerset | NEW JERSEY | 08873 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| Royal Alliance Associates | 23131 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 2300 Windy Riadge Parkway | Suite 1100 |
| City | State/Province/Country | ZIP/Postal Code |
| Atlanta | GEORGIA | 30339 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| ProEquities, Inc. | 15708 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 2801 Highway 2805 |
| City | State/Province/Country | ZIP/Postal Code |
| Birmingham | ALABAMA | 35223 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| Regal Seucrities, Inc. | 7297 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 1400 Colonial Blvd #14 | Suite 2020 |
| City | State/Province/Country | ZIP/Postal Code |
| Fort Meyers | FLORIDA | 33907 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| GA Financial, Inc. | 42293 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 41 South High Street | Suite 3400 |
| City | State/Province/Country | ZIP/Postal Code |
| Columbus | OHIO | 43215 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| JP Turner & Co. LLC | 43177 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 3060 Peach Tree Road |
| City | State/Province/Country | ZIP/Postal Code |
| Atlanta | GEORGIA | 30305 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| ManorHouse Capital LLC | 140863 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 2005 Market Street | 8th Floor, Suite 820 |
| City | State/Province/Country | ZIP/Postal Code |
| Philadelphia | PENNSYLVANIA | 19103 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| National Planning Corp. | 29604 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 410 Wilshire Boulevard | Suite 110 |
| City | State/Province/Country | ZIP/Postal Code |
| Santa Monica | CALIFORNIA | 90401 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| NFP Securities, Inc. | 42046 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 1250 Capital of Texas Highway | Suite 125 |
| City | State/Province/Country | ZIP/Postal Code |
| Austin | TEXAS | 78746 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| Oakbrook Financial Group | 44225 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 2100 Clearwater Dr. |
| City | State/Province/Country | ZIP/Postal Code |
| Oakbrook | ILLINOIS | 60523-1927 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| Stanford Group Company | 39285 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 5050 Westheimer |
| City | State/Province/Country | ZIP/Postal Code |
| Houston | TEXAS | 77056 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| United Global Securities, Inc. | 35331 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 12950 Dairy Ashford Road |
| City | State/Province/Country | ZIP/Postal Code |
| Sugar Land | TEXAS | 77478 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| USF Securities LP | 37942 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 11 E. Greenway Plaza | Suite 2900 |
| City | State/Province/Country | ZIP/Postal Code |
| Houston | TEXAS | 77046 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| Brookstone Securities, Inc. | 13366 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 2920 Drane Field Road |
| City | State/Province/Country | ZIP/Postal Code |
| Lakeland | FLORIDA | 33813 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| SagePoint Financial, Inc. | 133763 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 2800 N. Central Ave. | Suite 2100 |
| City | State/Province/Country | ZIP/Postal Code |
| Phoenix | ARIZONA | 85004-1072 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| Sunbelt Securities, Inc. | 42180 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 5065 Westheimer | Suite 600 |
| City | State/Province/Country | ZIP/Postal Code |
| Houston | TEXAS | 77056 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
| Recipient | | Recipient CRD Number | | None |
|
| Triad Advisors, Inc. | 25803 |
| (Associated) Broker or Dealer | X | None |
| | (Associated) Broker or Dealer CRD Number | X | None |
|
| None | None |
| Street Address 1 | Street Address 2 |
|---|
| 5185 Peachtree Parkway | Suite 280 |
| City | State/Province/Country | ZIP/Postal Code |
| Norcross | GEORGIA | 30092 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States | X | All States |
| |
|
13. Offering and Sales Amounts
| Total Offering Amount | | USD | |
| Total Amount Sold | $27,731,313 | USD |
| Total Remaining to be Sold | | USD | |
Clarification of Response (if Necessary):
14. Investors
| Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. | |
| Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: | |
15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
| Sales Commissions | $0 | USD | |
| Finders' Fees | $0 | USD | |
Clarification of Response (if Necessary):
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
Clarification of Response (if Necessary):
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
| In submitting this notice, each issuer named above is: |
- Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
- Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
- Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).
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Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
| Issuer | Signature | Name of Signer | Title | Date |
|---|
| Keyport Life Ins Co Separate Account Q | /s/Daniel T. Smyth | Daniel T. Smyth | Director | 2018-11-20 |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.
