0001007573-00-000062 Sample Contracts

PARTICIPATION AGREEMENT
Participation Agreement • October 10th, 2000 • Variable Account a/Ma • Massachusetts

THIS AGREEMENT is made and entered by and between WANGER ADVISORS TRUST, an unincorporated business trust formed under the laws of Massachusetts (the "Trust"), and KEYPORT LIFE INSURANCE COMPANY, a Rhode Island life insurance company (the "Company"), on its own behalf and on behalf of each separate account of the Company identified herein. This agreement shall become effective at the Effective Time as defined in the Agreement and Plan of Merger among Wanger Asset Management, Ltd., Wanger Asset Management, L.P. and Liberty Financial Companies, Inc. and WAM Acquisition L.P. dated as of June 9, 2000.

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