<PAGE>
Registration No. 2-42680
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 24
to
FORM S-6
For Registration under the Securities Act of 1933 of Securities of
Unit Investment Trusts
Registered on Form N-8B-2
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT B
(Exact name of trust)
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Exact name of depositor)
One Sun Life Executive Park, Wellesley Hills, Massachusetts 02181
(Address of depositor's principal executive office)
Bonnie S. Angus, Assistant Vice President David N. Brown, Esq.
Sun Life Assurance Company of Canada (U.S.) Covington & Burling
50 Milk Street 1201 Pennsylvania Avenue N.W.
Boston, Massachusetts 02109 P.O. Box 7566
Washington, D.C. 20044
(Names and addresses of agents for service)
/X/ It is proposed that this filing will become effective immediately upon
filing pursuant to paragraph (b) of Rule 485.
<PAGE>
This Amendment is filed solely for the purpose of making the representation
pursuant to Section 26 (e) of the Investment Company Act of 1940 set forth
below. To the extent required, Amendment No. 23 to the Registration Statement
filed on May 19, 1987 (File No. 2-42680) is incorporated herein by reference.
Representation with respect to Section 26 (e).
Sun Life Assurance Company of Canada (U.S.) (the "Company") represents that
the fees and charges deducted under the contract in the aggregate are
reasonable in relation to the services rendered, the expenses expected to be
incurred and the risks assumed by the Company.
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the Registrant,
Sun Life of Canada (U.S.) Variable Account B, certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485 (b) under the Securities Act of 1933 and has duly caused this
Amendment No. 24 to its Registration Statement to be signed on its behalf by
the undersigned thereunto duly authorized and its seal to be hereunto affixed
and attested, all in the City of Boston, and Commonwealth of Massachusetts on
the 25th day on July 1997.
Sun Life of Canada (U.S.) Variable Account B
(Registrant)
Sun Life Assurance Company of Canada (U.S.)
(Depositor)
By: * /S/ JOHN D. MCNEIL
------------------------------------
John D. McNeil, Chairman
Attest /s/ BONNIE S. ANGUS
--------------------------------
Bonnie S. Angus,
Assistant Vice President
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 24 to the Registration Statement has been signed below by the following
persons in the capacities with the depositor and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
* /s/ JOHN D. MCNEIL Chairman and Director July 25, 1997
- ----------------------------- (Principal Executive Officer)
John D. McNeil
* /s/ ROBERT P. VROLYK Vice President and Actuary July 25, 1997
- ----------------------------- (Principal Financial &
Robert P. Vrolyk Accounting Officer)
* /s/ DONALD A. STEWART President and Director July 25, 1997
- -----------------------------
Donald A. Stewart
* /s/ A. KEITH BRODKIN Director July 25, 1997
- -----------------------------
A. Keith Brodkin
* /s/ RICHARD B. BAILEY Director July 25, 1997
- -----------------------------
Richard B. Bailey
* /s/ JOHN S. LANE Director July 25, 1997
- -----------------------------
John S. Lane
* /s/ M. COLYER CRUM Director July 25, 1997
- -----------------------------
M. Colyer Crum
* /s/ DAVID D. HORN Senior Vice President July 25, 1997
- ----------------------------- and General Manager and Director
David D. Horn
* /s/ ANGUS A. MACNAUGHTON Director July 25, 1997
- -----------------------------
Angus A. MacNaughton
* /s/ S. CAESAR RABOY Senior Vice President July 25, 1997
- ----------------------------- and Deputy General Manager
S. Caesar Raboy and Director
* By Bonnie S. Angus pursuant to Power of Attorney filed herewith.
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Richard B. Bailey, whose signature
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and
David N. Brown, and each of them, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign a Registration
Statement on Form S-6 of Sun Life of Canada (U.S.) Variable Account B (Reg.
No. 2-42680), and any amendments thereto, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact or his substitute or substitutes, may do or cause to be
done by virtue hereof.
/s/ Richard B. Bailey
--------------------------------------
Richard B. Bailey
July 24, 1997
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that A. Keith Brodkin, whose signature
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and
David N. Brown, and each of them, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign a Registration
Statement on Form S-6 of Sun Life of Canada (U.S.) Variable Account B (Reg.
No. 2-42680), and any amendments thereto, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact or his substitute or substitutes, may do or cause to be
done by virtue hereof.
/s/ A. Keith Brodkin
--------------------------------------
A. Keith Brodkin
July 24, 1997
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that M. Colyer Crum, whose signature
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and
David N. Brown, and each of them, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign a Registration
Statement on Form S-6 of Sun Life of Canada (U.S.) Variable Account B (Reg.
No. 2-42680), and any amendments thereto, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact or his substitute or substitutes, may do or cause to be
done by virtue hereof.
/s/ M. Colyer Crum
--------------------------------------
M. Colyer Crum
July 24, 1997
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Angus A. MacNaughton, whose
signature appears below, constitutes and appoints Bonnie S. Angus, David D.
Horn and David N. Brown, and each of them, his attorneys-in-fact, each with
the power of substitution, for him in any and all capacities, to sign a
Registration Statement on Form S-6 of Sun Life of Canada (U.S.) Variable
Account B (Reg. No. 2-42680), and any amendments thereto, and to file the
same, with exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact or his substitute or substitutes, may
do or cause to be done by virtue hereof.
/s/ Angus A. MacNaughton
--------------------------------------
Angus A. MacNaughton
July 24, 1997
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that John D. McNeil, whose signature
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and
David N. Brown, and each of them, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign a Registration
Statement on Form S-6 of Sun Life of Canada (U.S.) Variable Account B (Reg.
No. 2-42680), and any amendments thereto, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact or his substitute or substitutes, may do or cause to be
done by virtue hereof.
/s/ John D. McNeil
--------------------------------------
John D. McNeil
July 24, 1997
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Donald A. Stewart, whose signature
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and
David N. Brown, and each of them, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign a Registration
Statement on Form S-6 of Sun Life of Canada (U.S.) Variable Account B (Reg.
No. 2-42680), and any amendments thereto, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact or his substitute or substitutes, may do or cause to be
done by virtue hereof.
/s/ Donald A. Stewart
--------------------------------------
Donald A. Stewart
July 24, 1997
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that David D. Horn, whose signature
appears below, constitutes and appoints Bonnie S. Angus and David N. Brown,
and each of them, his attorneys-in-fact, each with the power of substitution,
for him in any and all capacities, to sign a Registration Statement on Form
S-6 of Sun Life of Canada (U.S.) Variable Account B (Reg. No. 2-42680), and
any amendments thereto, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact or his substitute or substitutes, may do or cause to be
done by virtue hereof.
/s/ David D. Horn
--------------------------------------
David D. Horn
July 24, 1997
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that John S. Lane, whose signature
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and
David N. Brown, and each of them, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign a Registration
Statement on Form S-6 of Sun Life of Canada (U.S.) Variable Account B (Reg.
No. 2-42680), and any amendments thereto, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact or his substitute or substitutes, may do or cause to be
done by virtue hereof.
/s/ John S. Lane
--------------------------------------
John S. Lane
July 24, 1997
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that S. Caesar Raboy, whose signature
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and
David N. Brown, and each of them, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign a Registration
Statement on Form S-6 of Sun Life of Canada (U.S.) Variable Account B (Reg.
No. 2-42680), and any amendments thereto, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact or his substitute or substitutes, may do or cause to be
done by virtue hereof.
/s/ S. Caesar Raboy
--------------------------------------
S. Caesar Raboy
July 24, 1997
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Robert P. Vrolyk, whose signature
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and
David N. Brown, and each of them, his attorneys-in-fact, each with the power
of substitution, for him in any and all capacities, to sign a Registration
Statement on Form S-6 of Sun Life of Canada (U.S.) Variable Account B (Reg.
No. 2-42680), and any amendments thereto, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact or his substitute or substitutes, may do or cause to be
done by virtue hereof.
/s/ Robert P. Vrolyk
--------------------------------------
Robert P. Vrolyk
July 24, 1997
