SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended _______________March 31, 1999_____________ or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ______________________ Commission file numbers 33-3630 and 333-1783 KEYPORT LIFE INSURANCE COMPANY (Exact name of registrant as specified in its charter) Rhode Island 05-0302931 (State of other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 125 High Street, Boston, Massachusetts 02110-2712 (Address of principal executive offices) (Zip Code) (617) 526-1400 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No There were 2,412,000 shares of the registrant's Common Stock, $1.25 par value, outstanding as of March 31, 1999. Exhibit Index - Page 16 Page 1 of 16 KEYPORT LIFE INSURANCE COMPANY QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 1999 TABLE OF CONTENTS Part I. FINANCIAL INFORMATION Page Item 1. Financial Statements Consolidated Balance Sheet as of March 31, 1999 and December 31, 1998 3 Consolidated Income Statement for the Three-month Periods Ended March 31, 1999 and 1998 4 Consolidated Statement of Cash Flows for the Three-month Periods Ended March 31, 1999 and 1998 5 Notes to Consolidated Financial Statements 6-7 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 8-12 Part II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 13 Signatures 15 Exhibit Index 15 KEYPORT LIFE INSURANCE COMPANY CONSOLIDATED BALANCE SHEET (in thousands) March 31, December 31, ASSETS 1999 1998 Unaudited Cash and investments: Bonds - available for sale (amortized cost: 1999 - $11,425,353; 1998 - $11,174,697) $ 11,475,634 $ 11,277,204 Equity securities (cost: 1999 - $18,507; 1998 - $21,836) 23,041 24,649 Mortgage loans 14,225 55,117 Policy loans 582,991 578,770 Other invested assets 721,305 662,513 Cash and cash equivalents 1,011,543 719,625 Total cash and investments 13,828,739 13,317,878 Accrued investment income 168,381 160,950 Deferred policy acquisition costs 372,809 340,957 Value of insurance in force 69,613 66,636 Intangible assets 17,768 18,082 Income taxes recoverable 12,452 31,909 Receivable for investments sold 40,663 37,936 Other assets 38,050 35,345 Separate account assets 2,365,152 1,765,538 Total assets $ 16,913,627 $ 15,775,231 LIABILITIES AND STOCKHOLDER'S EQUITY Liabilities: Policy liabilities $ 12,413,999 $ 12,504,081 Deferred income taxes 146,250 143,596 Payable for investments purchased and loaned 845,788 240,440 Other liabilities 33,911 28,312 Separate account liabilities 2,322,528 1,723,205 Total liabilities 15,762,476 14,639,634 Stockholder's equity: Common stock, $1.25 par value; authorized 8,000 shares; issued and outstanding 2,412 shares 3,015 3,015 Additional paid-in capital 505,933 505,933 Retained earnings 626,401 600,396 Accumulated other comprehensive income 15,802 26,253 Total stockholder's equity 1,151,151 1,135,597 Total liabilities and stockholder's equity $ 16,913,627 $ 15,775,231 See accompanying notes KEYPORT LIFE INSURANCE COMPANY CONSOLIDATED INCOME STATEMENT (in thousands) Unaudited Three-months Ended March 31, 1999 1998 Investment income $ 204,925 $ 206,075 Interest credited to policyholders 134,778 142,136 Investment spread 70,147 63,939 Net realized investment gains (losses) (3,094) 818 Fee income: Surrender charges 3,885 4,211 Separate account fees 6,578 4,708 Management fees 1,621 958 Total fee income 12,084 9,877 Expenses: Policy benefits 1,182 460 Operating expenses 13,479 15,539 Amortization of deferred policy acquisition costs 22,014 18,975 Amortization of value of insurance in force 2,249 1,476 Amortization of intangible assets 314 314 Total expenses 39,238 36,764 Income before income taxes 39,899 37,870 Income tax expense 13,894 11,821 Net income $ 26,005 $ 26,049 See accompanying notes KEYPORT LIFE INSURANCE COMPANY CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands) Unaudited Three-months Ended March 31, 1999 1998 Cash flows from operating activities: Net income $ 26,005 $ 26,049 Adjustments to reconcile net income to net cash provided by operating activities: Interest credited to policyholders 134,778 142,136 Net realized investment (gains) losses 3,094 (818) Amortization of value of insurance in force and intangible assets 2,563 1,790 Net amortization on investments 21,257 39,349 Change in deferred policy acquisition costs (2,145) (202) Change in current and deferred income taxes 27,656 31,516 Net change in other assets and liabilities (5,759) (21,652) Net cash provided by operating activities 207,449 218,168 Cash flows from investing activities: Investments purchased - available for sale (1,519,424) (1,155,234) Investments sold - available for sale 1,190,758 1,034,044 Investments matured - available for sale 80,811 287,541 Increase in policy loans (4,221) (9,041) Decrease in mortgage loans 40,892 1,413 Other invested assets purchased, net (2,500) 9,937 Value of business acquired, net of cash - (3,999) Net cash (used in) provided by investing activities (213,684) 164,661 Cash flows from financing activities: Withdrawals from policyholder accounts (456,282) (393,125) Deposits to policyholder accounts 154,924 167,411 Securities lending 599,511 (23,208) Net cash provided by (used in) financing activities 298,153 (248,922) Change in cash and cash equivalents 291,918 133,907 Cash and cash equivalents at beginning of period 719,625 1,162,347 Cash and cash equivalents at end of period $ 1,011,543 $ 1,296,254 See accompanying notes KEYPORT LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Unaudited 1. General The accompanying unaudited consolidated financial statements of Keyport Life Insurance Company (the Company) includes all adjustments, consisting of normal recurring accruals that management considers necessary for a fair presentation of the Company's financial position as of March 31, 1999 and the related consolidated statements of income and cash flows for the three- month periods ended March 31, 1999 and 1998. Certain footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Therefore, these consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in the Company's 1998 Form 10-K. The results of operations for the three-month period ended March 31, 1999 are not necessarily indicative of the results to be expected for the full year. 2. Bonds The Company's general investment policy is to hold bonds for long-term investment. To provide for maximum portfolio flexibility and enable appropriate tax planning, the Company classifies bonds as "available for sale", which are carried at fair value. The carrying value of non-income producing bonds at March 31, 1999 and December 31, 1998 was approximately $23.3 million and $30.0 million, respectively. 3. Acquisitions On January 2, 1998, the Company acquired the common stock of American Benefit Life Insurance Company, renamed Keyport Benefit Life Insurance Company on March 31, 1998, a New York insurance company, for $7.4 million. The acquisition was accounted for as a purchase and, accordingly, operating results are included in the consolidated financial statements from the date of acquisition. In connection with the acquisition, the Company acquired assets with a fair value of $9.4 million and assumed liabilities of $3.2 million. Subsequent to the acquisition, the Company made a capital contribution to Keyport Benefit in the amount of $7.5 million. 4. Comprehensive Income Total comprehensive income, net of tax, for the three-month periods ended March 31, 1999 and 1998, was $15.6 million and $30.2 million, respectively. KEYPORT LIFE INSURANCE COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Unaudited 5. Recent Accounting Prouncement In June 1998, SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") was issued. SFAS 133 standardizes the accounting for derivative instruments and the derivative portion of certain other contracts that have similar characteristics by requiring that an entity recognize those instruments at fair value. This statement also requires a new method of accounting for hedging transactions, prescribes the type of items and transactions that may be hedged, and specifies detailed criteria to be met to qualify for hedge accounting. This statement is effective for fiscal years beginning after June 15, 1999. Earlier adoption is permitted. Upon adoption, the Company will be required to record a cumulative effect adjustment to reflect this accounting change. The Company has not completed its analysis and evaluation of the requirements and the impact of this statement. Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition Results of Operations Net income was consistent with the prior year at $26.0 million for the three-month periods ended March 31, 1999 and 1998. A decrease in net realized investment gains (losses), and increases in expenses and income taxes offset increases in investment spread and fee income. Investment spread is the amount by which investment income earned on the Company's investments exceeds interest credited on policyholder balances. Investment spread was $70.1 million and $63.9 million for the three-month periods ended March 31, 1999 and 1998, respectively. The amount by which the average yield on investments exceeds the average interest credited rate on policyholder balances is the investment spread percentage, which amounted to 1.95% and 1.85% for the three-month periods ended March 31, 1999 and 1998, respectively. Investment income was $204.9 million and $206.1 million for the three-month periods ended March 31, 1999 and 1998, respectively. The decrease of $1.2 million in 1999 compared to 1998 is attributable to a $5.4 million decrease resulting from a lower average investment yield offset by a $4.2 million increase as a result of a higher level of average invested assets. Investment income for the three-month periods ended March 31, 1999 and 1998, includes $19.4 million and $17.3 million, respectively, of S&P 500 Index call option amortization expense related to the Company's equity- indexed annuities. The average investment yield was 6.27% and 6.54 % for the three-month periods ended March 31, 1999 and 1998, respectively Interest credited to policyholders was $134.8 million and $142.1 million for the three-month periods ended March 31, 1999 and 1998, respectively. The decrease of $7.3 million in 1999 compared to 1998 is attributable to a $8.1 million decrease resulting from a lower average interest credited rate offset by a $.8 million increase as a result of a higher level of average policyholder balances. Policyholder balances averaged $12.5 billion in the first quarter of 1999 ($10.4 billion of fixed products, consisting of fixed annuities and the closed block of single premium whole life insurance, and $2.1 billion of equity-indexed annuities) compared to $12.1 billion ($10.5 billion of fixed products and $1.6 billion of equity-indexed annuities) in the first quarter of 1998. The average interest credited rate was 4.32% (5.02% on fixed products and .85% on equity-indexed annuities) and 4.69% (5.31% on fixed products and .85% on equity-indexed annuities) for the three-month periods ended March 31, 1999 and 1998, respectively. The Company's equity-indexed annuities credit interest to the policyholder at a "participation rate" equal to a portion (ranging for existing policies from 30% to 95%) of the change in value of the S&P 500 Index. The Company's equity-indexed annuities also provide full guarantee of principal if held to term, plus interest at 0.85% annually. For each of the periods presented, the interest credited to equity-indexed policyholders related to the participation rate is reflected net of income recognized on the S&P 500 Index call options and futures resulting in a .85% net credited rate. Average investments in the Company's general account (computed without giving effect to SFAS 115), including a portion of the Company's cash and cash equivalents, were $13.1 billion and $12.6 billion for the three-month periods ended March 31, 1999 and 1998, respectively. The increase of $0.5 billion in 1999 compared to 1998 primarily relates to reinvestment of portfolio earnings. Net realized investment gains (losses) were $(3.1) million and $.8 million for the three-month periods ended March 31, 1999 and 1998, respectively. Sales of investments generally are made to maximize total return and to take advantage of prevailing market conditions. There were not any other than temporary declines recorded in the three-month periods ended March 31, 1999 and 1998. Surrender charges are revenues earned on the early withdrawal of fixed, equity-indexed and variable annuity policyholder balances. Surrender charges on fixed, equity-indexed and variable annuity withdrawals generally are assessed at declining rates applied to policyholder withdrawals during the first five to seven years of the contract. Total surrender charges were $3.9 million in the first quarter of 1999 compared to $4.2 million in 1998. On an annualized basis, total fixed, equity-indexed and variable annuity withdrawals represented 12.81% and 14.1% of the total average annuity policyholder and separate account balances for the first quarter of 1999 and 1998, respectively. Separate account fees are primarily mortality and expense charges earned on variable annuity and variable life policyholder balances. These fees, which are primarily based on the market values of the assets supporting the contracts in separate accounts, were $6.6 million and $4.7 million for the three-month periods ended March 31, 1999 and 1998, respectively. Mortality and expense charges represented 1.45% and 1.43% of the average variable annuity and variable life separate account balances for the first quarters of 1999 and 1998, respectively. Management fees are primarily investment advisory fees related to the separate account assets. The fees are based on the level of assets under management, which are affected by product sales, redemptions, and changes in the market values of the investments managed. Management fees were $1.6 million and $1.0 million for the three-month periods ended March 31, 1999 and 1998, respectively. The increase of $0.6 million in 1999 compared to 1998 primarily reflects an increase in the average level of assets under management. Operating expenses represent compensation and other general and administrative expenses. These expenses were $13.5 million and $15.5 million for the three-month periods ended March 31, 1999 and 1998, respectively. The decrease in 1999 compared to 1998 was primarily due to lower compensation and selling expenses. Amortization of deferred policy acquisition costs relates to the costs of acquiring new business, which vary with, and are primarily related to, the production of new annuity business. Such costs include commissions, costs of policy issuance and underwriting and selling expenses. Amortization was $22.0 million and $19.0 million for the three-month periods ended March 31, 1999 and 1998, respectively. The $3.0 million amortization increase in 1999 compared to 1998 was primarily related to the growth of business in force. Amortization expense represented 28.5% and 27.5%, on an annualized basis, of investment spread and separate account fees for 1999 and 1998, respectively. Amortization of value of insurance in force relates to the actuarially determined present value of projected future gross profits from policies in force at the date of acquisition. Amortization was $2.2 and $1.5 million for the three-month periods ended March 31, 1999 and 1998, respectively. Federal income tax expense was $13.9 million or 34.8% of pretax income in the first quarter of 1999 compared to $11.8 million, or 31.2% of pretax income in the first quarter of 1998. The increase in the effective tax rate is due to the decrease of certain permanent differences coupled with an adjustment to the 1998 deferred tax liability. Financial Condition Stockholder's equity as of March 31, 1999 was $1.151 billion compared to $1.136 billion as of December 31, 1998. The increase in stockholder's equity of $15.6 million was due to $26.0 million of net income for the period offset by a decline in net unrealized investment gains of available for sale securities of $10.4 million. Investments, excluding cash and cash equivalents, totaled $12.8 billion at March 31, 1999 compared to $12.6 billion at December 31, 1998. The Company's general investment policy is to hold bonds for long-term investment and, accordingly, the Company does not have a trading portfolio. To provide for maximum portfolio flexibility and appropriate tax planning, the Company classifies its bond portfolio as "available for sale" and carries such investments at fair value. The Company's total investments at March 31, 1999 and December 31, 1998 reflected gross unrealized gains of $54.8 million and $105.3 million, respectively, relating to its bond and equity portfolios. Approximately $11.9 billion, or 83.8%, of the Company's general account and certain separate account investments at March 31, 1999, was rated by Standard & Poor's Corporation, Moody's Investors Service or under comparable statutory rating guidelines established by the National Association of Insurance Commissioners (NAIC). At March 31, 1999, the carrying value of investments in below investment grade securities totaled $1.2 billion, or 8.6% of general account and certain separate account investments of $14.2 billion. Below investment grade securities generally provide higher yields and involve greater risks than investment grade securities because their issuers typically are more highly leveraged and more vulnerable to adverse economic conditions than investment grade issuers. In addition, the trading market for these securities may be more limited than for investment grade securities. The carrying value of non-income producing securities at March 31, 1999 and December 31, 1998 was approximately $23.3 milllion and $30.0 million, respectively. Derivatives As a component of its investment strategy and to reduce its exposure to interest rate risk, the Company utilizes interest rate swap agreements ("swap agreements") and interest rate cap agreements ("cap agreements") to match assets more closely to liabilities. Swap agreements are agreements to exchange with counterparty interest rate payments of differing character (e.g., fixed-rate payments exchanged for variable-rate payments) based on an underlying principal balance (notional principal) to hedge against interest rate changes. The Company currently utilizes swap agreements to reduce asset duration and to better match interest earned on longer-term fixed-rate assets with interest credited to policyholders. The Company had 64 and 42 outstanding swap agreements with an aggregate notional principal amount of $2.8 billion and $2.4 billion as of March 31, 1999 and December 31, 1998, respectively. Cap agreements are agreements with a counterparty that require the payment of a premium for the right to receive payments for the difference between the cap interest rate and a market interest rate on specified future dates based on an underlying principal balance (notional principal) to hedge against rising interest rates. The Company had interest rate cap agreements with an aggregate notional amount of $250.0 million as of March 31, 1999 and December 31, 1998. With respect to the Company's equity-indexed annuities, the Company buys call options and futures on the S&P 500 Index to hedge its obligations to provide returns based upon this index. The Company had call options with a carrying value of $585.5 million and $535.6 million as of March 31, 1999 and December 31, 1998, respectively. The Company had futures with a carrying value of $(.1) million and $(.6) million as of March 31, 1999 and December 31, 1998, respectively. There are risks associated with some of the techniques the Company uses to match its assets and liabilities. The primary risk associated with swap, cap and call option agreements is counterparty nonperformance. The Company believes that the counterparties to its swap, cap and call option agreements are financially responsible and that the counterparty risk associated with these transactions is minimal. Future contracts trade on organized exchanges and, therefore, have minimal credit risk. In addition, swap and cap agreements have interest rate risk and call options and future contracts have stock market risk. These swap and cap agreements hedge fixed-rate assets and the Company expects that any interest rate movements that adversely affect the market value of swap agreements would be offset by changes in the market values of such fixed-rate assets. However, there can be no assurance that these hedges will be effective in offsetting the potential adverse effects of changes in interest rates. Similarly, the call options and futures hedge the Company's obligations to provide returns on equity-indexed annuities based upon the S&P 500 Index, and the Company believes that any stock market movements that adversely affect the market value of S&P 500 Index call options and futures would be substantially offset by a reduction in policyholder liabilities. However, there can be no assurance that these hedges will be effective in offsetting the potentially adverse effects of changes in S&P 500 Index levels. The Company's profitability could be adversely affected if the value of its swap and cap agreements increase less than (or decrease more than) the change in the market value of its fixed rate assets and/or if the value of its S&P Index 500 call options and futures increase less than (or decrease more than) the value of the guarantees made to equity-indexed policyholders. In June 1998, Statement of Financial Accounting Standard No. 133 "Accounting for Derivative Instruments and Hedging Activities" was issued. This statement standardizes the accounting for derivative instruments and the derivative portion of certain other contracts that have similar characteristics by requiring that an entity recognize those instruments at fair value. This statement also requires a new method of accounting for hedging transactions, prescribes the type of items and transactions that may be hedged, and specifies detailed criteria to be met to qualify for hedge accounting. This statement is effective for fiscal years beginning after June 15, 1999. Earlier adoption is permitted. Upon adoption, the Company will be required to record a cumulative effect adjustment to reflect this accounting change. At this time, the Company has not completed its analysis and evaluation of the requirements and the impact of this statement. Liquidity The Company's liquidity needs and financial resources pertain to the management of the general account assets and policyholder balances. The Company uses cash for the payment of annuity and life insurance benefits, operating expenses, policy acquisition costs, and the purchase of investments. The Company generates cash from annuity premiums and deposits, net investment income, and from maturities and sales of its investments. Annuity premiums, maturing investments and net investment income have historically been sufficient to meet the Company's cash requirements. The Company monitors cash and cash equivalents in an effort to maintain sufficient liquidity and has strategies in place to maintain sufficient liquidity in changing interest rate environments. Consistent with the nature of its obligations, the Company has invested a substantial amount of its general account assets in readily marketable securities. At March 31, 1999, $10.6 billion, or 74.4%, of the Company's general account investments are considered readily marketable. To the extent that unanticipated surrenders cause the Company to sell for liquidity purposes a material amount of securities prior to their maturity, such surrenders could have a material adverse effect on the Company. Although no assurance can be given, the Company believes that liquidity to fund withdrawals would be available through incoming cash flow, the sale of short-term or floating-rate instruments, thereby precluding the sale of fixed maturity investments in a potentially unfavorable market. Current Rhode Island insurance law permits the payment of dividends or distributions from the Company to Liberty Financial, which, together with dividends and distributions paid during the preceding 12 months, do not exceed the lesser of (i) 10% of statutory surplus as of the preceding December 31 or (ii) the net gain from operations for the preceding fiscal year. Any proposed dividend in excess of this amount is called an "extraordinary dividend" and may not be paid until it is approved by the Commissioner of Insurance of the State of Rhode Island. As of March 31, 1999, the amount of additional dividends that the Company could pay without such approval was $59.1 million. Based upon the historical cash flow of the Company, the Company's current financial condition and the Company's expectation that there will not be a material adverse change in the results of operations of the Company and its subsidiaries during the next twelve months, the Company believes that cash flow provided by operating activities over this period will provide sufficient liquidity for the Company to meet its liquidity needs. Year 2000 Many companies and organizations have computer programs that use only two digits to identify a year in the date field. These programs were designed and developed without considering the impact of the upcoming change in the century. The Company relies significantly on computer systems and applications in its operations. Some of these systems are not presently Year 2000 compliant. If not corrected, this could cause system failures. Such failures could have an adverse effect on the Company causing disruption of operations, including, among other things, an inability to process transactions. In addressing the Year 2000 issue, the Company has completed an inventory of its computer programs and assessed its Year 2000 readiness. The Company's computer programs include internally developed programs, third party purchased programs and third-party custom developed programs. For programs which were identified as not being Year 2000 ready, the Company has implemented a remediation plan which includes repairing or replacing the programs and appropriate testing for Year 2000. The remediation plan is substantially complete and is currently in the final testing phase. The Company also identified its non-information technology systems with respect to Year 2000 issues. The Company initiated remediation efforts in this area and expects to complete this phase during 1999. The Company has initiated communication with significant financial institutions, distributors, suppliers and others with which it does business to determine the extent to which the Company's systems are vulnerable by the failure of others to remediate their own Year 2000 issues. The Company has received feedback from such parties and is in the process of independently confirming information received from other parties with respect to their year 2000 issues. The Company is developing, and will continue to develop, contingency plans for dealing with any adverse effects that become likely in the event the Company's remediation plans are not successful or third parties fail to remediate their own Year 2000 issues. If necessary modifications and conversions are not made, or are not timely completed, or if the systems of the companies on which the Company's interface system relies are not timely converted, the Year 2000 issues could have a material impact on the financial condition and results of operations of the Company. However, the Company believes that with modifications to existing software and conversions to new software, the Year 2000 issue will not pose significant operational problems for its computer systems. Effects of Inflation Inflation has not had a material effect on the Company's consolidated results of operations to date. The Company manages its investment portfolio in part to reduce its exposure to interest rate fluctuations. In general, the fair value of the Company's fixed maturity portfolio increases or decreases in inverse relationship with fluctuations in interest rates, and the Company's net investment income increases or decreases in direct relationship with interest rate changes. For example, if interest rates decline the Company's fixed maturity investments generally will increase in fair value, while net investment income will decrease as fixed maturity investments mature or are sold and the proceeds are reinvested at reduced rates. However, inflation may result in increased operating expenses that may not be readily recoverable in the prices of the services charged by the Company. Item 3. Quantitative and Qualitative Disclosure of Market Risk There have not been any material changes during the three-month period ended March 31, 1999 in the market risks the Company is exposed to and management of such risks, which are summarized in our 1998 Form 10-K. Item 6. Exhibits and Reports on Form 8-K (a) Exhibit #27 Financial Data Schedule - page 16 (b) Reports on Form 8-K There were no reports filed on Form 8-K during the quarter ended March 31, 1999. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. KEYPORT LIFE INSURANCE COMPANY /s/ Bernhard M. Koch__________ Bernhard M. Koch Senior Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Jeff Whitehead__________ Jeff Whitehead Vice President and Treasurer (Chief Accounting Officer) Date: May 13, 1999 Exhibit Index Exhibit No. Description Page 27 Financial Data Schedule 16