SUN LIFE ASSURANCE CO OF CANADA US
497, 1998-01-20
LIFE INSURANCE
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                                                       Rule 497(e)
                                                       Reg. No. 33-41858

                     SUPPLEMENT DATED JANUARY 8, 1998

                                   TO THE

                         PROSPECTUS DATED MAY 1, 1997
                           FOR THE MFS REGATTA GOLD
               COMBINATION FIXED AND VARIABLE ANNUITY CONTRACTS,

                         PROSPECTUS DATED MAY 1, 1997
                         FOR THE MFS REGATTA CLASSIC
               COMBINATION FIXED AND VARIABLE ANNUITY CONTRACTS,

                         PROSPECTUS DATED MAY 1, 1997
                             FOR THE MFS REGATTA
               COMBINATION FIXED AND VARIABLE ANNUITY CONTRACTS,

                                   AND THE

                         PROSPECTUS DATED MAY 1, 1997
                             FOR THE COMPASS G
                 COMBINATION FIXED/VARIABLE GROUP ANNUITY
             FOR QUALIFIED AND NON-QUALIFIED RETIREMENT PLANS

          ISSUED BY SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

Effective December 24, 1997, Sun Life Assurance Company of Canada (U.S.) (the 
"Company") and its ultimate parent, Sun Life Assurance Company of Canada 
("Sun Life of Canada"), reorganized the corporate structure of a part of 
their United States business operations, by establishing, with the approval 
of the Delaware Insurance Department, a two-tier holding company structure. 
In connection with this reorganization, Massachusetts Financial Services 
Company ("MFS"), the registered investment adviser that serves as adviser to 
the MFS/Sun Life Series Trust and the MFS-Registration Mark- World 
Governments Fund, the MFS-Registration Mark- Bond Fund, the MFS-Registration 
Mark- Total Return Fund, Massachusetts Investors Trust, Massachusetts 
Investors Growth Stock Fund and MFS-Registration Mark- Growth Opportunities 
Fund, is no longer a subsidiary of the Company, but remains under the control 
of Sun Life of Canada through two other wholly-owned holding company 
subsidiaries. There is no change in the directors, officers or day to day 
management of any of the companies within this holding company system and, in 
the case of MFS, its executive officers continue to report to the chairman of 
Sun Life of Canada.

MFS, which was acquired by the Company in 1982, has approximately $67 billion 
under management as of September 30, 1997. The Company's Statutory Statements 
of Operations for the year ended December 31, 1996, reflected dividends from 
MFS of $49,350,000 in net investment income and an income tax benefit of 
$29,973,000. For the nine month period ending September 30, 1997, the 
Company's share of the stockholders' equity of MFS, reflected in the 
Statutory Statement of Admitted Assets, Liabilities and Capital Stock and 
Surplus, was $54,490,000. This Statement also reflected an intercompany 
income tax receivable from MFS of $90,986,000 as of September 30, 1997.

This reorganization is not expected to have any material effect on the 
operations of MFS or the Company.

In addition, effective December 31, 1997, the Company acquired 100% of the 
common shares of Clarendon Insurance Agency, Inc. ("Clarendon") from MFS . 
Clarendon, the general distributor of the Contracts and certain other annuity 
contracts issued by the Company, continues to be a registered broker-dealer 
under the Securities Exchange Act of 1934 and a member in good standing of 
the National Association of Securities Dealers, Inc.



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