EXHIBIT 1
UNDERWRITER'S AGREEMENT
IT IS HEREBY AGREED by and between KEYPORT LIFE INSURANCE COMPANY
("INSURANCE COMPANY"), a Rhode Island corporation, and KEYPORT FINANCIAL
SERVICES CORP. ("UNDERWRITER"), a Massachusetts corporation, as follows:
I
INSURANCE COMPANY proposes to issue and sell annuity contracts registered
under the Securities Act of 1933 as identified in Schedule A hereto, which may
be amended from time to time ("Contracts") to the public through UNDERWRITER.
The UNDERWRITER agrees to provide sales service subject to the terms and
conditions hereof. Contracts to be sold are more fully described in the
Registration Statement and the Prospectus hereinafter mentioned.
II
INSURANCE COMPANY appoints UNDERWRITER, during the term of this Agreement,
to be the UNDERWRITER and distributor of Contracts, subject to the registration
requirements of the Securities Act of 1933 and the provisions of the Securities
Exchange Act of 1934 applicable to UNDERWRITER. UNDERWRITER will sell and cause
to be sold Contracts under such terms as are agreed to by INSURANCE COMPANY and
UNDERWRITER and will make direct sales in its own right to purchasers permitted
to buy such Contracts as specified in the Prospectus, as well as arrange for the
sale of Contracts through other qualified broker-dealers in its capacity as
UNDERWRITER of such Contracts.
III
UNDERWRITER shall be compensated for its distribution services with respect
to Contracts as set forth in the attached Compensation Schedule. INSURANCE
COMPANY has the right to charge back any such compensation under the conditions
stated in such Schedule. Any Compensation Schedule may be changed by INSURANCE
COMPANY as of a specified date, provided such date is at least 30 days after the
date notice of the change is received by UNDERWRITER. Any such change will
apply only to purchase payments received by INSURANCE COMPANY on or after the
effective date of the change.
IV
UNDERWRITER shall maintain or cause to be maintained all such required
books and records which shall: (a) be maintained in conformity with all
applicable requirements of the Securities Exchange Act of 1934, any other
applicable federal or state laws, and the National Association of Securities
Dealers, Inc. ("NASD"), and, to the extent of such requirements, shall remain
property of UNDERWRITER; and (b) be subject to inspection at all times by duly
authorized officers, auditors or representatives of the INSURANCE COMPANY,
Securities and Exchange Commission, NASD and applicable state regulatory
agencies.
V
INSURANCE COMPANY shall furnish UNDERWRITER with copies of all
Prospectuses, sales literature and other documents which UNDERWRITER reasonably
requests for use in connection with the distribution of the Contracts.
VI
UNDERWRITER is not authorized to give any information or to make any
representations concerning INSURANCE COMPANY or the Contracts other than those
contained in the current Registration Statement or Prospectus filed with the
Securities and Exchange Commission or such sales literature as is authorized by
INSURANCE COMPANY.
VII
The parties to this Agreement agree to work together to make certain that
the necessary records, as enumerated in Section IV, above, are maintained and to
render the necessary assistance to one another for the accurate and timely
preparation of such records.
VIII
This Agreement shall be effective January 29, 1996. This Agreement shall
remain in effect unless terminated as hereinafter provided. This Agreement
shall be automatically terminated in the event of its assignment by UNDERWRITER.
This Agreement may be terminated at any time by either party hereto upon
not less than 60 days written notice to the other party.
IX
All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been given on the date
of service if served personally on the party to whom notice is to be given, or
on the date of mailing if sent by certified mail, postage prepaid and properly
addressed.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf on January 31, 1997, by their respective officers
thereunto duly authorized.
KEYPORT LIFE INSURANCE COMPANY
("INSURANCE COMPANY")
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ATTEST: /s/ ▇▇▇▇▇▇▇▇▇ ▇. Love
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Senior Vice President
KEYPORT FINANCIAL SERVICES CORP.
("UNDERWRITER")
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ATTEST: /s/ ▇▇▇▇▇▇▇▇▇ ▇. Love
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President
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SCHEDULE A
Form No.: MVA(1)
Form No.: MVA(1)/CERT
Form No.: MVA(1)/IND
Form No.: DIA(1)
Form No.: DIA(1)/CERT
Form No.: DIA(1)/IND
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