SUN LIFE N Y VARIABLE ACCOUNT A
485BPOS, 1996-05-01
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<PAGE>

                                                      Registration No. 2-95002
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   FORM N-4
   
                        POST-EFFECTIVE AMENDMENT NO. 15
    
                                      to
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          |X|
                                      and
                   REGISTRATION STATEMENT UNDER THE INVESTMENT
                              COMPANY ACT OF 1940                            |X|

                      SUN LIFE (N.Y.) VARIABLE ACCOUNT A
                          (Exact Name of Registrant)

              SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
                              (Name of Depositor)

                                80 Broad Street
                           New York, New York 10004
                            (Address of Depositor's
                         Principal Executive Offices)

                 Depositor's Telephone Number:  (212) 943-3855

                          Bonnie S. Angus, Secretary
                c/o Sun Life Assurance Company of Canada (U.S.)
                          One Sun Life Executive Park
                     Wellesley Hills, Massachusetts  02181
                    (Name and Address of Agent for Service)

                         Copies of Communications to:

                             David N. Brown, Esq.
                              Covington & Burling
                        1201 Pennsylvania Avenue, N.W.
                                 P.O. Box 7566
                            Washington, D.C.  20044


   
|X|    It is proposed that this filing will become effective immediately
       upon filing pursuant to paragraph (b) of Rule 485.
    
   
Pursuant to the provisions of Rule 24f-2 under the Investment Company Act of 
1940, the Registrant has registered an indefinite amount of securities under 
the Securities Act of 1933.  The Rule 24f-2 Notice for the fiscal year ended 
December 31, 1995 will be filed on or before June 30, 1996.
    

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

C1 (NY)

<PAGE>

                     SUN LIFE (N.Y.) VARIABLE ACCOUNT A
   
                        Amendment No. 15 to Form N-4
    
             Cross Reference Sheet Required by Rule 495(a) under
                         The Securities Act of 1933

Item Number in Form N-4                Location in Prospectus; Caption
- -----------------------                -------------------------------
Part A
- ------
 1.   Cover Page                       Cover Page

 2.   Definitions                      Definitions

 3.   Synopsis                         Synopsis; Expense Summary

 4.   Condensed Financial              Condensed Financial Information
      Information

 5.   General Description of           A Word About the Company,
      Registrant, Depositor            the Variable Account and the
      and Portfolio Companies          Funds

 6.   Deductions                       Contract Charges; Cash Withdrawals

 7.   General Description of           Purchase Payments and Contract
      Variable Annuity Contracts       Values During Accumulation
                                       Period; Other Contractual
                                       Provisions

 8.   Annuity Period                   Annuity Provisions

 9.   Death Benefit                    Death Benefit

10.   Purchases and Contract           Purchase Payments and Contract
      Value                            Values During Accumulation
                                       Period

11.   Redemptions                      Cash Withdrawals

12.   Taxes                            Federal Tax Status

13.   Legal Proceedings                Legal Proceedings

14.   Table of Contents of the         Table of Contents for Statement
      Statement of Additional          of Additional Information
      Information


<PAGE>


                                       Location in Statement of
Item Number in Form N-4                Additional Information; Caption
- -----------------------                -------------------------------
Part B
- ------

15.   Cover Page                       Cover Page

16.   Table of Contents                Table of Contents

17.   General Information and          General Information
      History

18.   Services                         Other Contractual Provisions*

19.   Purchase of Securities           Purchase Payments and Contract
      Being Offered                    Values During Accumulation
                                       Period*

20.   Underwriters                     Distribution of the Contracts*

21.   Calculation of Performance       Not Applicable
      Data                             

22.   Annuity Payments                 Annuity Provisions

23.   Financial Statements             Financial Statements



* In the Prospectus.


<PAGE>

                              PART A

               INFORMATION REQUIRED IN A PROSPECTUS


   
     Attached hereto and made a part hereof is the Prospectus
dated May 1, 1996.
    

<PAGE>
   
                                                                      PROSPECTUS
                                                                     MAY 1, 1996
    
 
                                   COMPASS I
 
    The individual flexible payment deferred annuity contracts (the "Contracts")
offered  by this Prospectus  are designed for use  in connection with retirement
plans which meet  the requirements  of Sections  401 or  408 (excluding  Section
408(b))  of the  Internal Revenue  Code. The  Contracts are  issued by  Sun Life
Insurance and Annuity Company of New York (the "Company"). The Company's Annuity
Service Mailing Address is 80 Broad Street, New York, New York 10004.
 
    The Owner of a Contract may elect  to have Contract values accumulated on  a
fixed basis in the Fixed Account (which is part of the Company's general account
and pays interest at a guaranteed fixed rate) or on a variable basis in Sun Life
(N.Y.)  Variable Account A  (the "Variable Account"), a  separate account of the
Company, or divided among the Fixed  Account and Variable Account. The  Variable
Account uses its assets to purchase, at their net asset value, Class A shares in
one  or more of  the following mutual funds  selected by the  Owner from among a
group of mutual  funds advised  by Massachusetts Financial  Services Company,  a
wholly-owned  subsidiary  of  Sun  Life  Assurance  Company  of  Canada  (U.S.):
MFS-Registered  Trademark-   Money   Market  Fund;   MFS-Registered   Trademark-
Government  Money Market Fund; MFS-Registered Trademark- World Governments Fund;
MFS-Registered Trademark- Bond Fund; MFS-Registered Trademark- High Income Fund;
MFS-Registered Trademark-  Total  Return Fund;  Massachusetts  Investors  Trust;
MFS-Registered  Trademark- Research  Fund; Massachusetts  Investors Growth Stock
Fund; MFS-Registered Trademark- Growth Opportunities Fund; and
MFS-Registered  Trademark-  Emerging  Growth  Fund  (the  "Mutual  Fund(s)"   or
"Fund(s)").  If the  Owner elects  certain forms of  an annuity  as a retirement
benefit, payments may be  funded from either the  Fixed Account or the  Variable
Account  or from both of the Accounts. Contract values allocated to the Variable
Account and annuity payments  elected on a variable  basis will vary to  reflect
the investment performance of the Funds selected by the Owner.
 
   
    This  Prospectus sets forth information about the Contracts and the Variable
Account that a  prospective purchaser should  know before investing.  Additional
information about the Contracts and the Variable Account has been filed with the
Securities  and  Exchange Commission  in a  Statement of  Additional Information
dated May 1, 1996, which is  incorporated herein by reference. The Statement  of
Additional Information is available from the Company without charge upon written
request to the above address or by telephoning (212) 943-3855 or (800) 447-7569.
The  Table of Contents for  the Statement of Additional  Information is shown on
page 19 of this Prospectus.
    
 
THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED  BY,
ANY  BANK,  AND  ARE NOT  FEDERALLY  INSURED  BY THE  FEDERAL  DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
 
THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
THIS PROSPECTUS IS VALID  ONLY WHEN ACCOMPANIED BY  THE CURRENT PROSPECTUSES  OF
THE MUTUAL FUNDS.
 
THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
<PAGE>
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
Definitions                                                                   2
Synopsis                                                                      3
Expense Summary                                                               4
Condensed Financial Information                                               6
Financial Statements                                                          6
A Word About the Company, the Variable Account and the Funds                  7
Purchase Payments and Contract Values During Accumulation Period              9
Cash Withdrawals                                                             10
Death Benefit                                                                11
Contract Charges                                                             12
Annuity Provisions                                                           14
Other Contractual Provisions                                                 16
Federal Tax Status                                                           17
Distribution of the Contracts                                                18
Legal Proceedings                                                            19
Contract Owner Inquiries                                                     19
Table of Contents for Statement of Additional Information                    19
</TABLE>
 
                                  DEFINITIONS
 
    The following terms as used in this Prospectus have the indicated meanings:
 
ACCUMULATION  ACCOUNT:  An account  established for  the  Contract to  which net
Purchase Payments are credited in the form of Accumulation Units.
 
ACCUMULATION UNIT: A unit of measure used in the calculation of the value of the
Accumulation Account.  There  are  two types  of  Accumulation  Units:  Variable
Accumulation Units and Fixed Accumulation Units.
 
ANNUITANT:  The person or  persons named in  the Contract and  on whose life the
first annuity payment is to be made.
 
ANNUITY COMMENCEMENT DATE: The date on which the first annuity payment is to  be
made.
 
ANNUITY  UNIT: A unit  of measure used in  the calculation of  the amount of the
second and each subsequent Variable Annuity payment.
 
BENEFICIARY: The person who has the right to the death benefit set forth in  the
Contract.
 
CONTRACT  YEARS AND CONTRACT ANNIVERSARIES: The first Contract Year shall be the
period of  12 months  plus a  part of  a month  as measured  from the  date  the
Contract  is issued  to the first  day of  the calendar month  which follows the
calendar month of issue. All  Contract Years and Anniversaries thereafter  shall
be  12  month periods  based upon  such first  day of  the calendar  month which
follows the calendar month of issue.
 
DUE PROOF OF DEATH: An original certified copy of an official death certificate,
an original certified copy of a decree  of a court of competent jurisdiction  as
to the finding of death, or any other proof satisfactory to the Company.
 
FIXED  ACCOUNT: The Fixed  Account consists of  all assets of  the Company other
than those allocated to separate accounts of the Company.
 
FIXED ANNUITY: An annuity with payments which do not vary as to dollar amount.
 
OWNER: The person, persons or entity entitled to the ownership rights stated  in
the  Contract and in whose name or names  the Contract is issued. The Owner must
be the trustee or custodian of a retirement plan which meets the requirements of
Section 401 or Section  408 (excluding Section 408(b))  of the Internal  Revenue
Code.
 
PAYEE:  The recipient of  payments under the  Contract. The term  may include an
Annuitant or a Beneficiary  who becomes entitled to  benefits upon the death  of
the Annuitant.
 
                                       2
<PAGE>
PURCHASE PAYMENT (PAYMENT): An amount paid to the Company by the Owner or on the
Owner's behalf as consideration for the benefits provided by the Contract.
 
SUB-ACCOUNT:  That portion of the Variable Account  which invests in shares of a
specific Mutual Fund.
 
VALUATION PERIOD: The period of time from one determination of Accumulation Unit
and Annuity Unit values to the next subsequent determination of these values.
 
VARIABLE ANNUITY: An  annuity with payments  which vary as  to dollar amount  in
relation to the investment performance of specified Sub-Accounts of the Variable
Account.
 
                                    SYNOPSIS
 
    Purchase  Payments are allocated to Sub-Accounts  of the Variable Account or
to the Fixed Account or to both  Sub-Accounts and the Fixed Account as  selected
by  the Owner. Purchase Payments must total at least $300 for the first Contract
Year and each Purchase Payment must be at least $25 (see "Purchase Payments"  on
page 9). Subject to certain conditions, during the accumulation period the Owner
may,  without charge,  transfer amounts among  the Sub-Accounts  and between the
Sub-Accounts and the Fixed  Account (see "Transfers/Conversions of  Accumulation
Units" on page 10).
 
    No  sales charge is deducted from Purchase Payments; however, if any portion
of a  Contract's Accumulation  Account is  surrendered, the  Company will,  with
certain  exceptions, deduct  a 5%  withdrawal charge  (contingent deferred sales
charge) to  cover certain  expenses relating  to the  sale of  the Contracts.  A
portion  of  the Accumulation  Account may  be withdrawn  each year  without the
assessment of a withdrawal charge and after a Purchase Payment has been held  by
the  Company  for  five years  it  may  be withdrawn  without  charge.  Also, no
withdrawal   charge    is   assessed    upon   annuitization    or   upon    the
transfers/conversions  described above  (see "Cash  Withdrawals" and "Withdrawal
Charges" on pages 10 and 13, respectively).
 
    In the event of the death of the Annuitant prior to the Annuity Commencement
Date, the Company will pay a death  benefit to the Beneficiary. If the death  of
the Annuitant occurs on or after the Annuity Commencement Date, no death benefit
will  be payable under the Contract except  as may be provided under the annuity
option elected (see "Death Benefit" on page 11).
 
    On each  Contract Anniversary  and on  surrender of  the Contract  for  full
value,  the Company will  deduct a contract  maintenance charge of  $30 from the
Accumulation Account to reimburse it for administrative expenses related to  the
issuance  and maintenance of the Contracts.  After the Annuity Commencement Date
the charge will be deducted pro rata  from each annuity payment made during  the
year (see "Contract Maintenance Charge" on page 12).
 
    The  Company also deducts a mortality and  expense risk charge at the end of
each Valuation Period, equal to an annual rate of 1.30% of the daily net  assets
of  the Variable Account, for mortality and expense risks assumed by the Company
(see "Mortality and Expense Risk Charge" on page 12).
 
    Premium taxes payable to any governmental entity will be charged against the
Contracts (see "Premium Taxes" on page 13).
 
    Annuity payments  will begin  on the  Annuity Commencement  Date. The  Owner
selects  the Annuity Commencement  Date, frequency of  payments, and the annuity
option (see "Annuity Provisions" on page 14).
 
    If the Owner is not  satisfied with the Contract it  may be returned to  the
Company  at its  Annuity Service  Mailing Address within  ten days  after it was
delivered to the Owner. When the Company receives the returned Contract it  will
be  cancelled and  the full  amount of any  Purchase Payment(s)  received by the
Company will be refunded.
 
    ANY PERSON  CONTEMPLATING  THE  PURCHASE  OF A  CONTRACT  SHOULD  CONSULT  A
QUALIFIED TAX ADVISER.
 
                                       3
<PAGE>
                                EXPENSE SUMMARY
 
    The  purpose  of  the following  table  is  to help  Owners  and prospective
purchasers to understand  the costs and  expenses that are  borne, directly  and
indirectly,  by Contract  Owners. The  table reflects  expenses of  the Variable
Account as well as of the Funds.  The expense information for certain Funds  has
been  restated  to reflect  current fees.  The information  set forth  should be
considered together  with the  narrative provided  under the  heading  "Contract
Charges" in this Prospectus, and with the Funds' prospectuses.
 
   
<TABLE>
<CAPTION>
CONTRACT OWNER TRANSACTION
  EXPENSES                          MCM     MCG     MWG     MFB     MFH     MTR     MIT     MFR     MIG     MGO     MEG
- ---------------------------------  -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----
<S>                                <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
Sales Load Imposed on
  Purchases......................     0       0       0       0       0       0       0       0       0       0       0
  Deferred Sales Load (as a
    percentage of Purchase
    Payments withdrawn)(1)
  Years Payment in Account
    0-5..........................     5%      5%      5%      5%      5%      5%      5%      5%      5%      5%      5%
    more than 5..................     0%      0%      0%      0%      0%      0%      0%      0%      0%      0%      0%
Exchange Fee.....................     0       0       0       0       0       0       0       0       0       0       0
ANNUAL CONTRACT FEE                $30 PER CONTRACT
- ---------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES
- ---------------------------------
(AS A PERCENTAGE OF AVERAGE SEPARATE ACCOUNT ASSETS)
Mortality and Expense Risk
  Fees...........................  1.30%   1.30%   1.30%   1.30%   1.30%   1.30%   1.30%   1.30%   1.30%   1.30%   1.30%
Other Account Fees and
  Expenses.......................  0.00%   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%   0.00%
Total Separate Account Annual
  Expenses.......................  1.30%   1.30%   1.30%   1.30%   1.30%   1.30%   1.30%   1.30%   1.30%   1.30%   1.30%
FUND ANNUAL EXPENSES
- ---------------------------------
(AS A PERCENTAGE OF FUND AVERAGE NET ASSETS)
Management Fees..................  0.48%   0.50%   0.90%   0.41%   0.44%   0.39%   0.27%   0.37%   0.31%   0.43%   0.75%
Other Expenses(2)................  0.28%   0.34%   0.61%   0.59%   0.55%   0.48%   0.43%   0.58%   0.42%   0.44%   0.53%
Total Fund Annual Expenses.......  0.76%   0.84%   1.51%   1.00%   0.99%   0.87%   0.70%   0.95%   0.73%   0.87%   1.28%
<FN>
- ------------
(1)  A  portion of  the Accumulation  Account value  may be  withdrawn each year
     without imposition of any withdrawal  charge, and after a Purchase  Payment
     has been held by the Company for five years it may be withdrawn free of any
     withdrawal charge.
 
(2)  Other  expenses for all of the Funds  except MCM and MCG include annualized
     fees assessed  under the  Distribution Plans  adopted pursuant  to  Section
     12(b)  of the Investment Company Act of 1940 and Rule 12b-1 thereunder (see
     the Funds' prospectuses). The Distribution Plans commenced on the following
     dates: MTR and MWG,  October 1, 1989,  MIT, January 2,  1991 and MFB,  MFH,
     MFR, MIG, MGO and MEG, March 1, 1991.
</TABLE>
    
 
                                       4
<PAGE>
                                    EXAMPLE
 
    If you surrender your Contract at the end of the applicable time period, you
would  pay the following expenses  on a $1,000 investment,  assuming a 5% annual
return on assets:
 
   
<TABLE>
<CAPTION>
                                                              1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                                              ------   -------   -------   --------
<S>                                                           <C>      <C>       <C>       <C>
MCM.........................................................   $66      $110      $156       $239
MCG.........................................................   $67      $112      $160       $247
MWG.........................................................   $73      $132      $193       $314
MFB.........................................................   $68      $117      $168       $264
MFH.........................................................   $68      $117      $168       $263
MTR.........................................................   $67      $113      $161       $250
MIT.........................................................   $65      $108      $153       $233
MFR.........................................................   $68      $114      $163       $254
MIG.........................................................   $66      $109      $154       $236
MGO.........................................................   $67      $113      $161       $250
MEG.........................................................   $71      $125      $182       $291
</TABLE>
    
 
    If you do NOT surrender your Contract, or if you annuitize at the end of the
applicable time  period,  you would  pay  the  following expenses  on  a  $1,000
investment, assuming a 5% annual return on assets:
 
   
<TABLE>
<CAPTION>
                                                              1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                                              ------   -------   -------   --------
<S>                                                           <C>      <C>       <C>       <C>
MCM.........................................................   $21       $65      $111       $239
MCG.........................................................   $22       $67      $115       $247
MWG.........................................................   $28       $87      $148       $314
MFB.........................................................   $23       $72      $123       $264
MFH.........................................................   $23       $72      $123       $263
MTR.........................................................   $22       $68      $116       $250
MIT.........................................................   $20       $63      $108       $233
MFR.........................................................   $23       $70      $120       $258
MIG.........................................................   $21       $64      $109       $236
MGO.........................................................   $22       $68      $116       $250
MEG.........................................................   $26       $80      $137       $291
</TABLE>
    
 
    THE  EXAMPLE SHOULD  NOT BE  CONSIDERED A  REPRESENTATION OF  PAST OR FUTURE
EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LOWER THAN THOSE SHOWN.
 
                                       5
<PAGE>
           CONDENSED FINANCIAL INFORMATION--ACCUMULATION UNIT VALUES
 
    The following information should  be read in  conjunction with the  Variable
Account's   financial  statements  appearing  in  the  Statement  of  Additional
Information, all of which has been audited by Deloitte & Touche LLP, independent
certified public accountants.
 
   
<TABLE>
<CAPTION>
                                                                       YEAR ENDED DECEMBER 31,
                                  --------------------------------------------------------------------------------------------------
                                    1986      1987      1988      1989      1990      1991      1992      1993      1994      1995
                                  --------  --------  --------  --------  --------  --------  --------  --------  --------  --------
<S>                               <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
MIT
  Unit Value:
    Beginning of period           $10.1700  $11.5597  $12.2525  $12.3567  $17.9399  $17.7020  $22.3383  $23.6826  $25.7230  $25.1346
    End of period                 $11.5597  $12.2525  $13.3567  $17.9399  $17.7020  $22.3383  $23.6826  $25.7230  $25.1346  $34.5590
  Units outstanding end of
   period                              589    20,741    24,079    18,059    23,308    22,137    21,171    23,251    25,279    25,203
MIG
  Unit Value:
    Beginning of period           $10.0600  $11.0623  $11.5459  $11.8676  $15.9079  $14.9744  $21.8361  $22.9454  $25.9289  $23.8756
    End of period                 $11.0623  $11.5459  $11.8676  $15.9079  $14.9744  $21.8361  $22.9454  $25.9289  $23.8756  $30.2725
  Units outstanding end of
   period                            2,114    12,779    12,819     6,177    14,928    18,959    21,778    20,003    19,021    12,814
MTR
  Unit Value:
    Beginning of period           $10.7742  $12.7384  $13.0197  $14.7873  $17.9608  $17.3225  $20.8151  $22.6179  $25.7135  $24.7000
    End of period                 $12.7384  $13.0197  $14.7873  $17.9608  $17.3225  $20.8151  $22.6179  $25.7135  $24.7000  $30.9611
  Units outstanding end of
   period                           24,435    71,189    77,528    83,644   105,351   122,995   105,130   100,003    95,322    77,949
MGO
  Unit Value:
    Beginning of period           $10.5196  $10.9752  $11.2662  $12.1191  $15.3740  $14.5083  $17.5663  $18.6739  $21.3516  $20.2091
    End of period                 $10.9752  $11.2662  $12.1191  $15.3740  $14.5083  $17.5663  $18.6739  $21.3516  $20.2091  $26.8309
  Units outstanding end of
   period                           40,062    72,740    59,322    32,002    23,091     7,814     7,596    20,275     6,457     7,521
MFR
  Unit Value:
    Beginning of period           $10.0000  $ 9.8617  $10.2625  $11.1713  $13.9068  $12.9030  $16.9193  $18.5632  $22.3111  $22.0234
    End of period                 $ 9.8617  $10.2625  $11.1713  $13.9068  $12.9030  $16.9193  $18.5632  $22.3111  $22.0234  $30.1208
  Units outstanding end of
   period                            2.421    10,682     9,279     1,860     2,302     3,637     3,541     3,440     5,906     6,052
MFB
  Unit Value:
    Beginning of period           $10.5126  $12.0878  $11.8545  $12.6812  $14.2070  $14.9228  $17.5506  $18.4205  $20.7162  $19.4313
    End of period                 $12.0878  $11.8545  $12.6812  $14.2070  $14.9228  $17.5506  $18.4205  $20.7162  $19.4313  $23.2931
  Units outstanding end of
   period                           19,698    29,591    30,198    43,783    52,660    49,168    59,308    59,624    47,921    43,111
MCM
  Unit Value:
    Beginning of period           $10.0040  $10.5035  $11.0070  $11.6337  $12.5003  $13.2940  $13.8510  $14.0872  $14.2395  $14.5535
    End of period                 $10.5035  $11.0070  $11.6337  $12.5003  $13.2940  $13.8510  $14.0872  $14.2395  $14.5535  $15.1238
  Units outstanding end of
   period                              642    26,360    58,936   125,280   113,082    80,068    26,714    21,912    38,136    28,742
MCG
  Unit Value:
    Beginning of period           $10.0250  $10.4673  $10.9982  $11.5847  $12.4222  $13.1982  $13.7487  $13.9727  $14.0931  $14.3669
    End of period                 $10.4673  $10.9982  $11.5847  $12.4222  $13.1982  $13.7487  $13.9727  $14.0931  $14.3669  $14.9190
  Units outstanding end of
   period                            1,542     5,355     5,011     4,950     6,250    10,342     7,125     5,435     5,367     5,691
MFH
  Unit Value:
    Beginning of period           $10.4908  $11.4919  $11.3760  $12.6152  $12.2288  $ 9.8993  $14.7896  $17.0996  $20.1025  $19.3115
    End of period                 $11.4919  $11.3760  $12.6152  $12.2288  $ 9.8993  $14.7896  $17.0996  $20.1025  $19.3115  $22.3502
  Units outstanding end of
   period                           73,886    67,841    78,918    35,214    31.130    26,855    27,382    22,861    22,721    18,087
MWG
  Unit Value:
    Beginning of period           $10.3200  $13.2921  $16.3472  $16.8375  $17.8619  $20.7841  $23.3014  $23.3104  $27.2305  $25.1262
    End of period                 $13.2921  $16.3472  $16.8375  $17.8619  $20.7841  $23.3014  $23.3104  $27.2305  $25.1262  $28.6388
  Units outstanding end of
   period                           14,286    21,351    12,427     9,960    11,639    17,538    24,774    28,203    25,643    17,846
MEG
  Unit Value:
    Beginning of period           $11.3579  $12.6409  $11.2093  $12.7010  $15.7599  $13.7736  $23.1493  $24.5860  $30.7913  $31.8775
    End of period                 $12.6409  $11.2093  $12.7010  $15.7599  $13.7736  $23.1493  $24.5860  $30.7913  $31.8775  $44.4187
  Units outstanding end of
   period                           27,058    23,908    15,943    15,689    14,879     9,376    13,562    17,136    18,402    19,750
</TABLE>
    
 
                              FINANCIAL STATEMENTS
 
    Financial Statements of the Variable Account and the Company are included in
the Statement of Additional Information.
 
                                       6
<PAGE>
          A WORD ABOUT THE COMPANY, THE VARIABLE ACCOUNT AND THE FUNDS
 
THE COMPANY
 
    Sun Life Insurance  and Annuity  Company of New  York (the  "Company") is  a
stock  life insurance company incorporated under the laws of New York on May 25,
1983. Its Home Office is located at 80 Broad Street, New York, New York 10004.
 
    The Company is a  wholly-owned subsidiary of Sun  Life Assurance Company  of
Canada  (U.S.) ("Sun  Life of  Canada (U.S.)"),  a stock  life insurance company
incorporated in  Delaware  and having  its  Executive  Office at  One  Sun  Life
Executive Park, Wellesley Hills, Massachusetts 02181. Sun Life of Canada (U.S.),
in  turn, is a wholly-owned subsidiary of  Sun Life Assurance Company of Canada,
150 King Street West, Toronto, Ontario, Canada, a mutual life insurance  company
incorporated in Canada in 1865.
 
THE VARIABLE ACCOUNT
 
    Sun  Life (N.Y.) Variable Account A (the "Variable Account") was established
as a  separate  account  of the  Company  on  December 3,  1984  pursuant  to  a
resolution  of its Board of Directors. The Variable Account meets the definition
of a separate account under the  federal securities laws and is registered  with
the  Securities and  Exchange Commission  as a  unit investment  trust under the
Investment Company  Act of  1940. Under  New York  insurance law  and under  the
Contract, the income, gains or losses of the Variable Account are credited to or
charged  against the assets of the Variable  Account without regard to the other
income, gains or losses  of the Company. Although  the assets maintained in  the
Variable  Account will not  be charged with  any liabilities arising  out of any
other business  conducted by  the  Company, all  obligations arising  under  the
Contracts, including the promise to make annuity payments, are general corporate
obligations of the Company.
 
    The  assets  of the  Variable Account  are  divided into  Sub-Accounts. Each
Sub-Account invests exclusively in shares of one of the Funds described below.
 
THE MUTUAL FUNDS
 
    All amounts allocated to the Variable Account will be used to purchase Class
A Fund shares as designated by the Owner  at their net asset value. Any and  all
distributions  made by the Funds with respect to the shares held by the Variable
Account will be  reinvested to  purchase additional  shares at  their net  asset
value.  Deductions  from  the  Variable Account  for  cash  withdrawals, annuity
payments, death benefits, administrative  charges, contract charges against  the
assets of the Variable Account for the assumption of mortality and expense risks
and  any applicable taxes  will, in effect,  be made by  redeeming the number of
Fund shares at their net  asset value equal in total  value to the amount to  be
deducted.  The Variable  Account will  be fully invested  in Fund  shares at all
times.
 
    A summary of  the investment  objectives of each  Fund is  contained in  the
description  below.  More  detailed  information may  be  found  in  the current
prospectuses of  the Funds  and their  Statements of  Additional Information.  A
prospectus  for each Fund must  accompany this Prospectus and  should be read in
conjunction herewith.
 
MFS-REGISTERED TRADEMARK- MONEY MARKET FUND ("MCM") AND
MFS-REGISTERED TRADEMARK- GOVERNMENT MONEY MARKET FUND ("MCG")
 
    MCM and  MCG  seek as  high  a level  of  current income  as  is  considered
consistent  with  the preservation  of capital  and liquidity.  MCM and  MCG are
separate series of MFS Series Trust  IV. Each represents a separate  diversified
portfolio with separate investment policies.
 
    MCM invests primarily in short-term money market instruments, including U.S.
Government   securities  and   repurchase  agreements   collateralized  by  such
securities, obligations of  the larger  banks, prime commercial  paper and  high
quality corporate obligations.
 
    MCG  invests only in short-term securities  issued or guaranteed by the U.S.
Treasury or agencies or instrumentalities of the U.S. Government and  repurchase
agreements collateralized by such securities.
 
                                       7
<PAGE>
MFS-REGISTERED TRADEMARK- WORLD GOVERNMENTS FUND ("MWG")
 
    MWG seeks preservation, as well as growth of capital, together with moderate
current  income  through a  professionally managed,  internationally diversified
portfolio consisting  of primarily  debt securities,  and, to  a lesser  extent,
equity securities.
 
MFS-REGISTERED TRADEMARK- BOND FUND ("MFB")
 
    MFB  invests  a  major portion  of  its  assets in  "investment  grade" debt
securities. Its primary investment  objective is to provide  as high a level  of
current  income as is believed to be  consistent with prudent investment risk. A
secondary objective is to protect shareholders' capital.
 
MFS-REGISTERED TRADEMARK- HIGH INCOME FUND ("MFH")
 
    MFH seeks  high  current income  by  investing primarily  in  a  diversified
portfolio of fixed income securities, some of which may involve equity features.
Capital  growth,  if  any,  is  a  consideration  incidental  to  the investment
objective of high current  income. Securities offering  the high current  income
sought  by the Fund (commonly known as "junk bonds") are ordinarily in the lower
rating categories of  recognized rating  agencies or are  unrated and  generally
involve  greater  volatility of  price  and risk  of  principal and  income than
securities in the higher  rating categories. Accordingly,  an investment in  the
Fund may not be appropriate for all investors.
 
MFS-REGISTERED TRADEMARK- TOTAL RETURN FUND ("MTR")
 
   
    MTR seeks to obtain above-average income consistent with what its management
believes  to  be prudent  employment  of capital.  While  current income  is the
primary objective, the  Fund believes  that there  also should  be a  reasonable
opportunity  for growth of capital and  income, since many securities offering a
better-than-average yield may also possess growth potential. Under normal market
conditions, MTR  will  invest  at  least  25% of  its  assets  in  fixed  income
securities  and  at least  40% but  no more  than  75% of  its assets  in equity
securities.
    
 
MASSACHUSETTS INVESTORS TRUST ("MIT")
 
    MIT seeks  to provide  reasonable  current income  and long-term  growth  of
capital and income. The Fund is believed to constitute a conservative medium for
that  portion of capital which an investor wishes to have invested in securities
considered to be of high or improving investment quality. The assets of the Fund
are normally invested  in common  stocks or securities  convertible into  common
stocks.  However, the Fund may  hold its assets in  cash or invest in commercial
paper, repurchase agreements or other forms of debt securities either to provide
reserves for  future purchases  of common  stock or  as a  defensive measure  in
certain economic environments.
 
MFS-REGISTERED TRADEMARK- RESEARCH FUND ("MFR")
 
    MFR  seeks  to provide  long-term  growth of  capital  and future  income by
investing a  substantial  proportion of  its  assets  in the  common  stocks  or
securities  convertible  into common  stocks  of companies  believed  to possess
better than average prospects for long-term growth. A smaller proportion of  the
assets  may be  invested in bonds,  short-term obligations,  preferred stocks or
common stocks whose  principal characteristic is  income production rather  than
growth.  Such securities may  also offer opportunities for  growth of capital as
well as income.
 
MASSACHUSETTS INVESTORS GROWTH STOCK FUND ("MIG")
 
    MIG seeks to provide  long-term growth of capital  and future income  rather
than  current  income by  investing, except  for working  cash balances,  in the
common stocks,  or  securities  convertible into  common  stocks,  of  companies
believed  by the Fund's management  to possess better-than-average prospects for
long-term  growth.  Emphasis  is  placed   on  the  selection  of   progressive,
well-managed companies.
 
                                       8
<PAGE>
MFS-REGISTERED TRADEMARK- GROWTH OPPORTUNITIES FUND ("MGO")
 
    MGO  (formerly Massachusetts Capital Development  Fund ("MCD")) seeks growth
of capital.  Dividend income,  if  any, is  a  consideration incidental  to  the
objective  of capital  growth. The  Fund maintains  a flexible  approach towards
types of companies as well as  types of securities, depending upon the  economic
environment  and the relative attractiveness  of the various securities markets.
Generally emphasis is placed  upon companies believed  to possess above  average
growth opportunities.
 
MFS-REGISTERED TRADEMARK- EMERGING GROWTH FUND ("MEG")
 
    MEG  seeks  long-term growth  of capital  by  investing primarily  in common
stocks of small and medium-sized companies  that are early in their life  cycle,
but  which  have  the potential  to  become major  enterprises  (emerging growth
companies). These investments are generally  more volatile in price and  involve
higher risk than investments in more established companies.
 
                     PURCHASE PAYMENTS AND CONTRACT VALUES
                           DURING ACCUMULATION PERIOD
 
PURCHASE PAYMENTS
 
    All  Purchase Payments are to be paid  to the Company at its Annuity Service
Mailing  Address.  Purchase  Payments  may  be  made  annually,   semi-annually,
quarterly,  monthly or on any other  frequency acceptable to the Company. Unless
the Contract has  been surrendered, Purchase  Payments may be  made at any  time
during  the life of the Annuitant and  before the Annuity Commencement Date. The
amount of Purchase Payments may vary;  however, Purchase Payments must total  at
least  $300 for the  first Contract Year,  and each Purchase  Payment must be at
least $25. In addition, the prior approval of the Company is required before  it
will  accept a  Purchase Payment  which would  cause the  value of  a Contract's
Accumulation Account  to  exceed  $1,000,000.  If  the  value  of  a  Contract's
Accumulation Account exceeds $1,000,000, no additional Purchase Payments will be
accepted without prior approval.
 
    Completed application forms, together with the initial Purchase Payment, are
forwarded  to the Company. Upon acceptance, the  Contract is issued to the Owner
and the initial  Purchase Payment is  credited to  the Contract in  the form  of
Accumulation  Units. The  initial Purchase  Payment must  be applied  within two
business days of receipt of a completed application. The Company may retain  the
Purchase  Payment for up to  five business days while  attempting to complete an
incomplete application. If the application  cannot be made complete within  five
business  days, the applicant will be informed  of the reasons for the delay and
the  Purchase  Payment  will  be  returned  immediately  unless  the   applicant
specifically  consents to the Company's retaining the Purchase Payment until the
application is made complete. Thereafter,  the Purchase Payment must be  applied
within two business days. All subsequent Purchase Payments will be applied using
the  Accumulation Unit values for the Valuation Period during which the Purchase
Payment is received by the Company.
 
    The Company will establish  an Accumulation Account  for each Contract.  The
Contract's  Accumulation Account value for any  Valuation Period is equal to the
variable accumulation value, if any, plus the fixed accumulation value, if  any,
for  that Valuation Period. The variable accumulation  value is equal to the sum
of the  value of  all Variable  Accumulation Units  credited to  the  Contract's
Accumulation Account.
 
    Each net Purchase Payment will be allocated to either the Fixed Account (see
Appendix  A to the Statement of Additional  Information for a description of the
Fixed  Account)  or  to  Sub-Accounts  of  the  Variable  Account  or  to   both
Sub-Accounts  and the  Fixed Account in  accordance with  the allocation factors
specified by  the Owner  in the  application or  as subsequently  changed.  Upon
receipt  of a Purchase Payment, all or that portion, if any, of the net Purchase
Payment to be allocated to the Sub-Accounts will be credited to the Accumulation
Account in the  form of Variable  Accumulation Units. The  number of  particular
Variable  Accumulation Units to be credited is determined by dividing the dollar
amount allocated to the particular Sub-Account by the Variable Accumulation Unit
value for the particular Sub-Account for  the Valuation Period during which  the
Purchase Payment is received.
 
    The Variable Accumulation Unit value for each Sub-Account was established at
$10.00  for  the  first  Valuation Period  of  the  particular  Sub-Account. The
Variable Accumulation Unit value for the particular Sub-
 
                                       9
<PAGE>
Account for any subsequent Valuation  Period is determined by methodology  which
is  the mathematical  equivalent of  multiplying the  Variable Accumulation Unit
value for the  particular Sub-Account  for the  immediately preceding  Valuation
Period  by the  Net Investment  Factor for  the particular  Sub-Account for such
subsequent Valuation  Period.  The Variable  Accumulation  Unit value  for  each
Sub-Account  for any Valuation Period is determined at the end of the particular
Valuation Period and may  increase, decrease or  remain constant from  Valuation
Period  to Valuation  Period, depending upon  the investment  performance of the
Fund in which the Sub-Account is invested, and the expenses and charges deducted
from the Variable Account.
 
NET INVESTMENT FACTOR
 
    The Net Investment  Factor is  an index  applied to  measure the  investment
performance  of a  Sub-Account from  one Valuation Period  to the  next. The Net
Investment Factor may be greater  or less than or  equal to one; therefore,  the
value of a Variable Accumulation Unit may increase, decrease or remain the same.
 
    The  Net Investment Factor  for any Sub-Account for  any Valuation Period is
determined by  dividing (a)  by (b)  and then  subtracting (c)  from the  result
where:
 
    (a) is the net result of:
 
        (1)  the  net  asset value  of  a  Fund share  held  in  the Sub-Account
           determined as of the end of the Valuation Period, plus
 
        (2) the per share amount of any dividend or other distribution  declared
           by  the  Fund  issuing the  shares  held  in the  Sub-Account  if the
           "ex-dividend" date occurs during the Valuation Period, plus or minus
 
        (3) a per  share credit or  charge with  respect to any  taxes paid,  or
           reserved  for by  the Company during  the Valuation  Period which are
           determined by the Company to be attributable to the operation of  the
           Sub-Account  (no federal  income taxes  are applicable  under present
           law);
 
    (b) is  the  net  asset value  of  a  Fund share  held  in  the  Sub-Account
       determined as of the end of the preceding Valuation Period; and
 
    (c)  is the risk charge  factor determined by the  Company for the Valuation
       Period to  reflect the  charge  for assuming  the mortality  and  expense
       risks.
 
TRANSFERS/CONVERSIONS OF ACCUMULATION UNITS
 
    During  the  accumulation  period  the  Owner may  convert  the  value  of a
designated number  of Fixed  Accumulation Units  then credited  to a  Contract's
Accumulation Account into Variable Accumulation Units of particular Sub-Accounts
having  an equal aggregate value, or convert the value of a designated number of
Variable Accumulation Units into other Variable Accumulation Units and/or  Fixed
Accumulation  Units having an equal aggregate value. These transfers/conversions
are subject  to  the  following  conditions:  (1)  conversions  involving  Fixed
Accumulation  Units may be made only during the  45 day period before and the 45
day period after each Contract Anniversary; (2) not more than 12 conversions may
be made in any Contract Year; and (3) the value of Accumulation Units  converted
may not be less than $1,000 unless all of the Fixed Accumulation Units or all of
the  Variable Accumulation  Units of  a particular  Sub-Account credited  to the
Accumulation   Account    are    being    converted.    In    addition,    these
transfers/conversions  shall be subject  to such terms and  conditions as may be
imposed by each Fund.  The conversion will be  made using the Accumulation  Unit
values  for  the Valuation  Period during  which the  request for  conversion is
received by  the  Company.  Conversions  may  be  made  pursuant  to  telephoned
instructions.
 
                                CASH WITHDRAWALS
 
    At  any time before the Annuity Commencement Date and during the lifetime of
the Annuitant, the Owner may elect to receive a cash withdrawal payment from the
Company. Any such election shall specify the
 
                                       10
<PAGE>
amount of the withdrawal and will be  effective on the date that it is  received
by  the Company. For withdrawals  in excess of $5,000  the Company may require a
signature  guarantee.  The  withdrawal  will  result  in  the  cancellation   of
Accumulation  Units with an  aggregate value equal  to the dollar  amount of the
cash withdrawal payment plus, if applicable, the contract maintenance charge and
any withdrawal  charge. Unless  instructed  to the  contrary, the  Company  will
cancel   Fixed  Accumulation  Units  and  Variable  Accumulation  Units  of  the
particular Sub-Accounts on a pro rata basis reflecting the existing  composition
of  the Contract's  Accumulation Account. If  a partial  withdrawal is requested
which would  leave an  Accumulation  Account value  of  less than  the  contract
maintenance  charge,  then such  partial withdrawal  will be  treated as  a full
surrender.
 
    Under certain conditions, the Company will  assess a withdrawal charge if  a
cash  withdrawal payment is  made. The amount  of any withdrawal  charge and the
conditions under which  the charge  will apply are  discussed under  "Withdrawal
Charges".
 
    Any cash withdrawal payment will be paid within seven days from the date the
election becomes effective, except as the Company may be permitted to defer such
payment  in accordance  with the  Investment Company  Act of  1940. Deferment is
currently permissible only  (1) for  any period (a)  during which  the New  York
Stock  Exchange is closed other than customary week-end and holiday closings, or
(b) during  which  trading on  the  New York  Stock  Exchange is  restricted  as
determined  by the Securities and Exchange Commission, (2) for any period during
which an emergency exists as a result  of which (a) disposal of securities  held
by  the  Funds  is not  reasonably  practicable,  or (b)  it  is  not reasonably
practicable to determine the value  of the net assets of  the Funds, or (3)  for
such other periods as the Securities and Exchange Commission may by order permit
for the protection of security holders.
 
    Since  the Contracts will be issued only in connection with retirement plans
which meet the  requirements of Section  401 or Section  408 (excluding  Section
408(b))  of the Internal Revenue Code, reference  should be made to the terms of
the particular  retirement plan  for  any limitations  or restrictions  on  cash
withdrawals.  The  tax  consequences  of a  cash  withdrawal  payment  should be
carefully considered (see "Federal Tax Status").
 
                                 DEATH BENEFIT
 
    In the event of the death of the Annuitant prior to the Annuity Commencement
Date, the Company will pay a death  benefit to the Beneficiary. If the death  of
the Annuitant occurs on or after the Annuity Commencement Date, no death benefit
will  be payable under the Contract except  as may be provided under the annuity
option elected.
 
    During the lifetime of the Annuitant  and prior to the Annuity  Commencement
Date,  the Owner may elect to have the value of the Accumulation Account applied
under one  or more  annuity options  to effect  a Variable  Annuity or  a  Fixed
Annuity or a combination of both for the Beneficiary as Payee after the death of
the  Annuitant. If no election of a method of settlement of the death benefit by
the Owner is in effect  on the date of death  of the Annuitant, the  Beneficiary
may elect (a) to receive the death benefit in the form of a cash payment; or (b)
to  have the value of the Accumulation Account  applied under one or more of the
annuity options (on the  Annuity Commencement Date  described under "Payment  of
Death Benefit") to effect a Variable Annuity or a Fixed Annuity or a combination
of  both for the Beneficiary as Payee. If  an election by the Beneficiary is not
received by the Company within 60 days following the date Due Proof of Death  of
the  Annuitant and any required release  or consent is received, the Beneficiary
will be deemed to have elected a cash payment  as of the last day of the 60  day
period.
 
    In  all cases,  no Owner  or Beneficiary shall  be entitled  to exercise any
rights that would adversely affect the  treatment of the Contract as an  annuity
contract under the Internal Revenue Code.
 
    Reference  should be made to the terms of the particular retirement plan and
any applicable legislation for any  limitations or restrictions on the  election
of a method of settlement and payment of the death benefit.
 
                                       11
<PAGE>
PAYMENT OF DEATH BENEFIT
 
    If  the death benefit is to be paid in cash to the Beneficiary, payment will
be made within  seven days  of the  date the  election becomes  effective or  is
deemed to become effective, except as the Company may be permitted to defer such
payment  in  accordance  with  the  Investment Company  Act  of  1940  under the
circumstances described under "Cash Withdrawals." If the death benefit is to  be
paid  in one  sum to  the Owner,  or to  the estate  of the  deceased Annuitant,
payment will be made  within seven days of  the date Due Proof  of Death of  the
Annuitant  and the Beneficiary is  received. If settlement under  one or more of
the annuity options is elected by the Owner, the Annuity Commencement Date  will
be  the first day of the second calendar month following receipt of Due Proof of
Death of the Annuitant and the Beneficiary,  if any. In the case of an  election
by  the Beneficiary, the Annuity Commencement Date  will be the first day of the
second calendar month following the effective  date of the election. An  Annuity
Commencement  Date later than that described above may be elected by an Owner or
Beneficiary provided that such date  is (a) the first  day of a calendar  month,
and  (b) not  later than  the first day  of the  first month  following the 85th
birthday of the Beneficiary or other Payee designated by the Owner, as the  case
may  be, unless  otherwise restricted  by the  particular retirement  plan or by
applicable law (see "Annuity Commencement Date").
 
AMOUNT OF DEATH BENEFIT
 
    The death  benefit  is equal  to  the greatest  of:  (1) the  value  of  the
Contract's  Accumulation  Account; (2)  total Purchase  Payments made  under the
Contract reduced  by  all  withdrawals;  or (3)  the  value  of  the  Contract's
Accumulation  Account on the fifth (5th)  Contract Anniversary, adjusted for any
Purchase Payments or cash withdrawal payments made and contract charges assessed
subsequent to  such  fifth (5th)  Contract  Anniversary. The  Accumulation  Unit
values  used in determining the amount of the death benefit under (1) above will
be the values for the  Valuation Period during which Due  Proof of Death of  the
Annuitant is received by the Company if settlement is elected by the Owner under
one or more of the annuity options or, if no election by the Owner is in effect,
either  the values  for the  Valuation Period  during which  an election  by the
Beneficiary is effective or the values for the Valuation Period during which Due
Proof of Death of both the Annuitant and the designated Beneficiary is  received
by  the Company if the amount  of the death benefit is to  be paid in one sum to
the deceased Owner/Annuitant's estate.
 
                                CONTRACT CHARGES
 
    Contract charges may be assessed under the Contracts as follows:
 
CONTRACT MAINTENANCE CHARGE
 
    On each Contract Anniversary and on surrender of the Contract for full value
on  other  than  the  Contract   Anniversary,  the  Company  deducts  from   the
Accumulation  Account a contract  maintenance charge of $30  to reimburse it for
administrative  expenses  relating  to  the  issuance  and  maintenance  of  the
Contract. The contract maintenance charge will be deducted in equal amounts from
the Fixed Account and each Sub-Account in which the Owner has Accumulation Units
at the time of such deduction. On the Annuity Commencement Date the value of the
Contract's Accumulation Account will be reduced by a proportionate amount of the
contract  maintenance  charge  to  reflect the  time  elapsed  between  the last
Contract Anniversary and the day before the Annuity Commencement Date. After the
Annuity Commencement Date, the contract maintenance charge will be deducted  pro
rata from each annuity payment made during the year. The Company does not expect
to make a profit from the contract maintenance charge.
 
    The  amount of the contract  maintenance charge may not  be increased by the
Company. The Company  reserves the right  to reduce the  amount of the  contract
maintenance charge for groups of participants with individual Contracts under an
employer's  retirement program in situations in which  the size of the group and
established  administrative   efficiencies   contribute  to   a   reduction   in
administrative expenses.
 
                                       12
<PAGE>
MORTALITY AND EXPENSE RISK CHARGE
 
    The  mortality and expense risks  assumed by the Company  are the risks that
Annuitants may live for a longer period of time than estimated by the Company in
establishing the guaranteed  annuity rates incorporated  into the Contract,  and
the  risk  that  administrative  charges assessed  under  the  Contracts  may be
insufficient to cover actual administrative expenses incurred by the Company.
 
    For assuming these risks,  the Company makes a  deduction from the  Variable
Account  at the end of each Valuation Period during both the accumulation period
and after annuity payments begin at an effective annual rate of 1.30%. The  rate
of this deduction may be changed annually but in no event may it exceed 1.30% on
an  annual basis. If the  deduction is insufficient to  cover the actual cost of
the mortality and  expense risk  undertaking, the  Company will  bear the  loss.
Conversely,  if the  deduction proves more  than sufficient, the  excess will be
profit to the Company  and would be available  for any proper corporate  purpose
including,  among  other  things,  payment  of  distribution  expenses.  If  the
withdrawal  charges  described  below  prove  insufficient  to  cover   expenses
associated  with the distribution  of the Contracts, the  deficiency will be met
from the Company's general  corporate funds, which  may include amounts  derived
from the mortality and expense risk charges.
 
   
    For the year ended December 31, 1995 mortality and expense risk charges were
the only expenses of the Variable Account.
    
 
WITHDRAWAL CHARGES
 
    No  sales charges are deducted from Purchase Payments. However, a withdrawal
charge (contingent deferred sales charge), when applicable, will be assessed  to
reimburse  the Company for certain expenses  relating to the distribution of the
Contracts, including commissions, costs of  preparation of sales literature  and
other promotional costs and acquisition expenses.
 
    A  portion  of the  Accumulation Account  value may  be withdrawn  each year
without imposition of any  withdrawal charge, and after  a Purchase Payment  has
been  held  by the  Company  for five  years  it may  be  withdrawn free  of any
withdrawal  charge.  In  addition,  no   withdrawal  charge  is  assessed   upon
annuitization  or upon  the transfer  of Accumulation  Account values  among the
Sub-Accounts or between the Sub-Accounts and the Fixed Account.
 
    All other full  or partial withdrawals  are subject to  a withdrawal  charge
equal  to 5% of the amount withdrawn which  is subject to the charge. The charge
will be applied as follows:
 
        (1) Old Payments, new Payments and accumulated value: With respect to  a
    particular  Contract Year,  "new Payments" are  those Payments  made in that
    Contract Year  or in  the four  immediately preceding  Contract Years;  "old
    Payments"  are those Payments not defined  as new Payments; and "accumulated
    value" is the value of the Accumulation Account less the sum of old and  new
    Payments.
 
        (2)  Order  of  liquidation:  To  effect  a  full  surrender  or partial
    withdrawal, the oldest  previously unliquidated  Payment will  be deemed  to
    have been liquidated first, then the next oldest, and so forth. Once all old
    and  new Payments have been withdrawn,  additional amounts withdrawn will be
    attributed to accumulated value.
 
        (3) Maximum  free withdrawal  amount:  The maximum  amount that  can  be
    withdrawn without a withdrawal charge in a Contract Year is equal to the sum
    of  (a) any  old Payments  not already  liquidated; and  (b) 10%  of any new
    Payments, irrespective of whether these new Payments have been liquidated.
 
        (4) Amount  subject to  withdrawal  charge: The  amount subject  to  the
    withdrawal charge will be the excess, if any, of (a) amounts liquidated from
    old  and new Payments over (b)  the remaining maximum free withdrawal amount
    at the time of the withdrawal.
 
    In no  event  shall the  aggregate  withdrawal charges  assessed  against  a
Contract  exceed 5% of the aggregate  Purchase Payments made under the Contract.
(See Appendix  C in  the Statement  of Additional  Information for  examples  of
withdrawals and withdrawal charges.)
 
                                       13
<PAGE>
PREMIUM TAXES
 
    A  deduction, when applicable, is made for premium or similar state or local
taxes. Currently, no  premium taxes  are applicable in  the State  of New  York;
however, if an Owner or Payee is other than a New York State resident, a premium
tax  ranging  from  0% to  2.25%  may be  assessed,  depending on  the  state of
residence. It  is currently  the Company's  policy to  deduct the  tax from  the
amount  applied to  provide an  annuity at  the time  annuity payments commence;
however, the Company reserves the right to deduct such taxes when incurred.
 
CHARGES OF THE FUNDS
 
    The Variable Account purchases shares of  the Funds at net asset value.  The
net  asset values of these shares reflect investment management fees, Rule 12b-1
(i.e. distribution  plan) fees  and  expenses (including,  but not  limited  to,
compensation  of  trustees/directors, governmental  expenses,  interest charges,
taxes,  fees  of  auditors,  legal   counsel,  transfer  agent  and   custodian,
transactional  expenses  and brokerage  commissions)  already deducted  from the
assets of the Funds.  These fees and  expenses are more  fully described in  the
Funds' Prospectuses and Statements of Additional Information.
 
                               ANNUITY PROVISIONS
 
ANNUITY COMMENCEMENT DATE
 
    Annuity  payments under  a Contract will  begin on  the Annuity Commencement
Date which is selected  by the Owner  at the time the  Contract is applied  for.
This  date may be changed by the Owner  as provided in the Contract; however the
new Annuity Commencement Date  must be the  first day of a  month and not  later
than  the first day of the first  month following the Annuitant's 85th birthday,
unless otherwise limited or restricted by  the particular retirement plan or  by
applicable  law.  In  most situations,  current  law requires  that  the Annuity
Commencement Date be  no later  than April 1  following the  year the  Annuitant
reaches  age 70 1/2 and  the terms of the  particular retirement plan may impose
additional limitations. The Annuity Commencement Date may also be changed by  an
election of an annuity option as described under "Death Benefit."
 
    On the Annuity Commencement Date the Contract's Accumulation Account will be
cancelled  and its  adjusted value  will be applied  to provide  an annuity. The
adjusted value will be equal  to the value of  the Accumulation Account for  the
Valuation Period which ends immediately preceding the Annuity Commencement Date,
reduced by any applicable premium or similar taxes and a proportionate amount of
the  contract maintenance  charge (see  "Contract Maintenance  Charge"). No cash
withdrawals will be permitted after the Annuity Commencement Date except as  may
be available under the annuity option elected.
 
ANNUITY OPTIONS
 
    Unless  restricted  by  the  particular retirement  plan  or  any applicable
legislation, during  the lifetime  of the  Annuitant and  prior to  the  Annuity
Commencement  Date  the Owner  may  elect one  or  more of  the  annuity options
described below or  such other  settlement option  as may  be agreed  to by  the
Company  for the Annuitant as Payee. Annuity  options may also be elected by the
Owner or the Beneficiary  as provided under "Death  Benefit." The Owner may  not
change any election after 30 days prior to the Annuity Commencement Date, and no
change of annuity option is permitted after the Annuity Commencement Date. If no
election  is in effect on  the 30th day prior  to the Annuity Commencement Date,
Annuity Option B, for a Life Annuity with 120 monthly payments certain, will  be
deemed to have been elected.
 
    Any  election  may  specify the  proportion  of  the adjusted  value  of the
Contract's Accumulation  Account to  be applied  to the  Fixed Account  and  the
Sub-Accounts. In the event the election does not so specify, then the portion of
the  adjusted  value of  the Accumulation  Account  to be  applied to  the Fixed
Account and the Sub-Accounts  will be determined  on a pro  rata basis from  the
composition of the Accumulation Account on the Annuity Commencement Date.
 
                                       14
<PAGE>
    Annuity  options A, B and C are  available to provide either a Fixed Annuity
or a Variable Annuity. Annuity options D  and E are available only to provide  a
Fixed Annuity.
 
    Annuity  Option A. Life Annuity: Monthly payments during the lifetime of the
Payee. This option offers a higher level of monthly payments than options B or C
because no further payments are payable after  the death of the Payee and  there
is no provision for a death benefit payable to a Beneficiary.
 
    Annuity  Option B. Life  Annuity with 60,  120, 180 or  240 Monthly Payments
Certain: Monthly payments during the lifetime of the Payee and in any event  for
60,  120, 180 or 240 months certain as  elected. The election of a longer period
certain results in smaller monthly payments than would be the case if a  shorter
period certain were elected.
 
    Annuity  Option  C. Joint  and  Survivor Annuity:  Monthly  payments payable
during the joint lifetime of the Payee and a designated second person and during
the lifetime of  the survivor.  During the  lifetime of  the survivor,  variable
monthly  payments, if any, will be determined using the percentage chosen at the
time of the election of this option of  the number of each type of Annuity  Unit
credited  to the Contract and each fixed  monthly payment, if any, will be equal
to the same  percentage of the  fixed monthly payment  payable during the  joint
lifetime of the Payee and the designated second person.
 
    Annuity  Option  D. Fixed  Payments for  a  Specified Period  Certain: Fixed
monthly payments for a  specified period of  time, three years  or more but  not
exceeding 30 years, as elected.
 
    Annuity  Option  E.  Fixed Payments:  The  amount applied  to  provide fixed
payments in accordance with this option will be held by the Company at interest.
Fixed payments will be made in such amounts  and at such times as may be  agreed
upon  with the Company  and will continue  until the amount  held by the Company
with interest  is exhausted.  Interest will  be credited  yearly on  the  amount
remaining unpaid at a rate which shall be determined by the Company from time to
time  but which shall not be less than 4% per year compounded annually. The rate
so determined may be changed by the  Company at any time; however, the rate  may
not be reduced more frequently than once during each calendar year.
 
DETERMINATION OF ANNUITY PAYMENTS
 
    The  dollar amount of the first  variable annuity payment will be determined
in accordance with  the annuity payment  rates found in  the Contract which  are
based  on an assumed interest rate of 4% per year. All variable annuity payments
other than the first are  determined by means of  Annuity Units credited to  the
Contract.  The number of Annuity Units to be credited in respect of a particular
Sub-Account is determined by dividing that portion of the first variable annuity
payment attributable  to that  Sub-Account by  the Annuity  Unit value  of  that
Sub-Account  for  the  Valuation  Period which  ends  immediately  preceding the
Annuity Commencement  Date.  The number  of  Annuity Units  of  each  particular
Sub-Account  credited to the  Contract then remains fixed  unless an exchange of
Annuity Units is  made as described  below. The dollar  amount of each  variable
annuity  payment  after  the first  may  increase, decrease  or  remain constant
depending on the investment performance of the Sub-Accounts.
 
    The  Statement  of  Additional  Information  contains  detailed   disclosure
regarding  the method of determining the amount of each variable annuity payment
and calculating the value  of a Variable Annuity  Unit, as well as  hypothetical
examples of these calculations.
 
EXCHANGE OF VARIABLE ANNUITY UNITS
 
    After  the Annuity Commencement Date  the Payee may exchange  the value of a
designated number  of Variable  Annuity Units  of particular  Sub-Accounts  then
credited  to the Contract for  other Variable Annuity Units,  the value of which
would be such that the dollar amount of  an annuity payment made on the date  of
the  exchange would be unaffected by the  fact of the exchange. Exchanges may be
made only between Sub-Accounts  of the Variable  Account. Twelve such  exchanges
may be made within each Contract Year.
 
                                       15
<PAGE>
ANNUITY PAYMENT RATES
 
    The  Contract  contains  annuity  payment  rates  for  each  annuity  option
described above. The rates show, for  each $1,000 applied, the dollar amount  of
(a)  the first  monthly variable annuity  payment based on  the assumed interest
rate of 4%;  and (b) the  monthly fixed  annuity payment, when  this payment  is
based  on  the minimum  guaranteed interest  rate  of 4%  per year.  The annuity
payment rates may vary according to the annuity option elected and the  adjusted
age  of the  Payee. Over a  period of time,  if the Sub-Accounts  achieved a net
investment return exactly equal to the  assumed interest rate of 4%, the  amount
of  each  variable  annuity  payment  would  remain  constant.  However  if  the
Sub-Accounts achieved a  net investment result  greater than 4%,  the amount  of
each  variable  annuity payment  would  increase; conversely,  a  net investment
result smaller  than 4%  would  decrease the  amount  of each  variable  annuity
payment.
 
                          OTHER CONTRACTUAL PROVISIONS
 
OWNER
 
    The Owner is entitled to exercise all Contract rights and privileges without
the  consent of the Beneficiary or any  other person. Such rights and privileges
may be exercised  only during the  lifetime of  the Annuitant and  prior to  the
Annuity  Commencement Date,  except as otherwise  provided in  the Contract. The
Annuitant becomes the  Owner on  and after  the Annuity  Commencement Date.  The
Beneficiary  becomes the Owner on the death  of the Annuitant. In some qualified
plans the  Owner of  the Contract  is a  Trustee and  the Trust  authorizes  the
Annuitant/participant to exercise certain Contract rights and privileges.
 
    Transfer  of ownership of a Contract is governed by the laws and regulations
applicable to  the  retirement  or  deferred compensation  plan  for  which  the
Contract  was issued.  Subject to  the foregoing,  a Contract  may not  be sold,
assigned, transferred, discounted  or pledged  as collateral  for a  loan or  as
security  for the performance of  an obligation or for  any other purpose to any
person other than the Company.
 
    Subject to the rights  of an irrevocably  designated Beneficiary, the  Owner
may  change or  revoke the designation  of a  Beneficiary at any  time while the
Annuitant is living.  Reference should be  made to the  terms of the  particular
retirement  plan  and any  applicable legislation  for  any restrictions  on the
beneficiary designation.
 
VOTING OF FUND SHARES
 
    The Company will vote  Fund shares held by  the Sub-Accounts at meetings  of
shareholders  of the  Funds, but will  follow voting  instructions received from
persons having the right to give  voting instructions. Fund shares for which  no
timely voting instructions are received will be voted by the Company in the same
proportion as the shares for which instructions are received from persons having
such  voting rights.  The Owner is  the person  having the right  to give voting
instructions prior to  the Annuity Commencement  Date. On or  after the  Annuity
Commencement Date the Payee is the person having such voting rights.
 
    Owners  of  Contracts  may be  subject  to  other voting  provisions  of the
particular retirement plan. Employees who  contribute to retirement plans  which
are  funded by the  Contracts are entitled to  instruct the Owners  as to how to
instruct  the  Company   to  vote   the  Fund  shares   attributable  to   their
contributions.  Such plans  may also provide  the additional extent,  if any, to
which the Owners shall follow voting  instructions of persons with rights  under
the plans.
 
    The  number  of particular  Fund  shares as  to  which each  such  person is
entitled to give instructions will  be determined by the  Company on a date  not
more  than 90 days prior to each such meeting. Prior to the Annuity Commencement
Date, the number of particular Fund  shares as to which voting instructions  may
be  given to  the Company  is determined  by dividing  the value  of all  of the
Variable Accumulation  Units  of  the particular  Sub-Account  credited  to  the
Contract's  Accumulation Account by  the net asset value  of one particular Fund
share as of the same date. On or after the Annuity Commencement Date, the number
of
 
                                       16
<PAGE>
particular Fund shares as to which such instructions may be given by a Payee  is
determined  by  dividing  the reserve  held  by  the Company  in  the particular
Sub-Account for the Contract by the net  asset value of a particular Fund  share
as of the same date.
 
SUBSTITUTED SECURITIES
 
    Shares  of  any of  the particular  Funds  may not  always be  available for
purchase by  the  Variable  Account  or the  Company  may  decide  that  further
investment  in any such  Fund's shares is  no longer appropriate  in view of the
purposes of the Variable Account. In either event, shares of another  registered
open-end  investment company  may be  substituted both  for Fund  shares already
purchased by the Variable  Account and as  the security to  be purchased in  the
future  provided that these  substitutions have been  approved by the Securities
and Exchange Commission and the Superintendent of Insurance of the State of  New
York.  In the event of any substitution  pursuant to this provision, the Company
may make appropriate endorsement to the Contract to reflect the substitution.
 
MODIFICATION
 
    Upon notice to the  Owner, or to  the Payee during  the annuity period,  the
Contract  may be modified by  the Company, but only  if such modification (i) is
necessary to make the Contract  or the Variable Account  comply with any law  or
regulation  issued by a governmental  agency to which the  Company is subject or
(ii) is necessary to  assure continued qualification of  the Contract under  the
Internal  Revenue Code  or other  federal or  state laws  relating to retirement
annuities or annuity contracts or (iii) is necessary to reflect a change in  the
operation  of  the  Variable  Account  or  the  Sub-Accounts  or  (iv)  provides
additional Variable Account and/or fixed  accumulation options. In the event  of
any  such  modification, the  Company may  make  appropriate endorsement  to the
Contract to reflect such modification.
 
CHANGE IN OPERATION OF VARIABLE ACCOUNT
 
    At the  Company's  election  and  subject  to  the  prior  approval  of  the
Superintendent  of Insurance of the State of  New York and to any necessary vote
by persons having the right to give  instructions with respect to the voting  of
Fund  shares held by the Sub-Accounts, the Variable Account may be operated as a
management company  under  the Investment  Company  Act of  1940  or it  may  be
deregistered  under the Investment Company Act of 1940 in the event registration
is no longer required. Deregistration of the Variable Account requires an  order
by  the Securities and  Exchange Commission. In  the event of  any change in the
operation of  the Variable  Account  pursuant to  this provision,  the  Company,
subject to the prior approval of the Superintendent of Insurance of the State of
New York, may make appropriate endorsement to the Contract to reflect the change
and  take such other  action as may  be necessary and  appropriate to effect the
change.
 
SPLITTING UNITS
 
    The Company reserves  the right to  split or combine  the value of  Variable
Accumulation  Units, Fixed Accumulation Units, Annuity  Units or any of them. In
effecting any such change of unit values, strict equity will be preserved and no
change will have a material  effect on the benefits  or other provisions of  the
Contract.
 
                               FEDERAL TAX STATUS
 
INTRODUCTION
 
    The  Contracts  described  in  this  Prospectus  are  designed  for  use  by
retirement plans under the provisions of Sections 401 or 408 (excluding  Section
408(b))  of  the Internal  Revenue  Code (the  "Code").  The ultimate  effect of
federal income taxes  on the value  of the Contract's  Accumulation Account,  on
annuity  payments and on the  economic benefit to the  Owner, the Annuitant, the
Payee or the Beneficiary may depend upon  the type of retirement plan for  which
the  Contract  is  purchased and  upon  the  tax and  employment  status  of the
individual concerned.
 
                                       17
<PAGE>
    The following  discussion of  the  treatment of  the  Contracts and  of  the
Company  under the federal income  tax laws is general  in nature, is based upon
the Company's  understanding of  current federal  income tax  laws, and  is  not
intended  as tax advice.  Congress has the power  to enact legislation affecting
the tax treatment of  annuity contracts, and such  legislation could be  applied
retroactively  to  Contracts  purchased before  the  date of  enactment.  A more
detailed discussion of the federal tax  status of the Contracts is contained  in
the  Statement of Additional Information.  Any person contemplating the purchase
of a Contract should consult a qualified tax adviser. THE COMPANY DOES NOT  MAKE
ANY GUARANTEE REGARDING ANY TAX STATUS, FEDERAL, STATE OR LOCAL, OF ANY CONTRACT
OR ANY TRANSACTION INVOLVING THE CONTRACTS.
 
TAX TREATMENT OF THE COMPANY
 
    Under  existing federal income tax laws, the income of the Variable Account,
to the extent that it  is applied to increase  reserves under the Contracts,  is
not taxable to the Company.
 
TAXATION OF ANNUITIES IN GENERAL
 
    The  Contracts offered by this Prospectus are designed for use in connection
with retirement plans. All or a portion of the contributions to such plans  will
be  used to  make Purchase  Payments under the  Contracts. Generally,  no tax is
imposed on the increase in the value of a Contract until a distribution  occurs.
Monthly annuity payments made as retirement distributions, and lump-sum payments
or  cash withdrawals (when permitted by  the applicable retirement plan) under a
Contract are generally taxable to the Annuitant as ordinary income to the extent
that such payments  are not  deemed to come  from the  Owner's previously  taxed
investment in the Contract. Distributions made prior to age 59 1/2 generally are
subject  to  a 10%  penalty tax,  although this  tax will  not apply  in certain
circumstances.  Owners,  Annuitants,  Payees   and  Beneficiaries  should   seek
qualified  advice  about  the tax  consequences  of  distributions, withdrawals,
rollovers and payments under the retirement  plans in connection with which  the
Contracts are purchased.
 
    In  certain circumstances the  Company is required to  withhold and remit to
the U.S. government part of the taxable portion of each distribution made  under
a Contract.
 
RETIREMENT PLANS
 
    The  Contracts described  in this Prospectus  are designed for  use with the
following types of qualified retirement plans:
 
        (1) Pension and Profit-Sharing  Plans established by business  employers
    and  certain associations, as permitted by Sections 401(a) and 401(k) of the
    Code, including those purchasers who would have been covered under the rules
    governing old H.R. 10 (Keogh) Plans; and
 
        (2) Individual Retirement Accounts  ("IRA's") permitted by Sections  219
    and  408 of the Code (excluding  IRA's established as "Individual Retirement
    Annuities" under Section 408(b)  but including Simplified Employee  Pensions
    established by employers pursuant to Section 408(k)).
 
    The  tax  rules applicable  to participants  in  such retirement  plans vary
according to  the type  of plan  and  its terms  and conditions.  Therefore,  no
attempt is made herein to provide more than general information about the use of
the  Contracts with the various types  of retirement plans. Participants in such
plans as well as Owners, Annuitants, Payees and Beneficiaries are cautioned that
the rights of any person  to any benefits under these  plans are subject to  the
terms  and  conditions of  the  plans themselves,  regardless  of the  terms and
conditions of the Contracts.  The Company will  provide purchasers of  Contracts
used  in connection with  Individual Retirement Accounts  with such supplemental
information as  may  be  required  by the  Internal  Revenue  Service  or  other
appropriate  agency. Any person contemplating the  purchase of a Contract should
consult a qualified tax adviser.
 
                         DISTRIBUTION OF THE CONTRACTS
 
    The Contracts will be sold by licensed insurance agents in the State of  New
York.   Such  agents  will  be   registered  representatives  of  broker-dealers
registered   under   the   Securities   Exchange    Act   of   1934   who    are
 
                                       18
<PAGE>
members  of the National  Association of Securities  Dealers, Inc. The Contracts
will be distributed by  Clarendon Insurance Agency,  Inc., 500 Boylston  Street,
Boston,   Massachusetts  02116,  a   wholly-owned  subsidiary  of  Massachusetts
Financial Services Company, the Funds' investment adviser. Commissions and other
distribution expenses will  be paid by  the Company  and will not  be more  than
5.31% of Purchase Payments.
 
                               LEGAL PROCEEDINGS
 
    There  are no pending legal proceedings  affecting the Variable Account. The
Company is engaged in various kinds of routine litigation which, in management's
judgment, is  not  of material  importance  to  the Company's  total  assets  or
material with respect to the Variable Account.
 
                            CONTRACT OWNER INQUIRIES
 
    All  Contract  Owner inquiries  should  be directed  to  the Company  at its
Annuity Service Mailing Address.
 
           TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION
 
General Information
Annuity Provisions
Other Contractual Provisions
Federal Tax Status
Administration of the Contracts
Distribution of the Contracts
Legal Matters
Accountants
Financial Statements
 
   
    This Prospectus sets forth information about the Contracts and the  Variable
Account  that a prospective  purchaser should know  before investing. Additional
information about the Contracts and the Variable Account has been filed with the
Securities and  Exchange Commission  in a  Statement of  Additional  Information
dated  May 1, 1996 which  is incorporated herein by  reference. The Statement of
Additional Information is  available upon  request and without  charge from  Sun
Life  Insurance and Annuity Company of New  York. To receive a copy, return this
request form to  the address shown  below or telephone  (212) 943-3855 or  (800)
447-7569.
    
 
- --------------------------------------------------------------------------------
 
To:   Sun Life Insurance and Annuity Company of New York
     80 Broad Street
     New York, New York 10004
 
    Please send me a Statement of Additional Information for
    Compass I-Sun Life (N.Y.) Variable Account A.
 
Name        ------------------------------------------
 
Address
            ------------------------------------------
 
            ------------------------------------------
 
City ------------------------- State ------------ Zip --------------
 
Telephone --------------------------------------------
 
                                       19
<PAGE>
 
   
PROSPECTUS                      ISSUED BY
MAY 1, 1996                     SUN LIFE INSURANCE AND ANNUITY COMPANY OF
COMBINATION FIXED/VARIABLE      NEW YORK
ANNUITY FOR QUALIFIED           Annuity Service Mailing Address:
RETIREMENT PLANS                80 Broad Street
                                New York, New York 10004
 
                                GENERAL DISTRIBUTOR
                                Clarendon Insurance Agency, Inc.
                                500 Boylston Street
                                Boston, Massachusetts 02116
 
                                LEGAL COUNSEL
                                Covington & Burling
                                1201 Pennsylvania Avenue, N.W.
                                P.O. Box 7566
                                Washington, D.C. 20044
 
                                AUDITORS
                                Deloitte & Touche LLP
                                125 Summer Street
                                Boston, Massachusetts 02110
 
    
 
                         ISSUED IN CONNECTION
                         WITH SUN LIFE (N.Y.)
                         VARIABLE ACCOUNT A
 
   
CO1NY-1 5/96
    
<PAGE>

                                PART B

                INFORMATION REQUIRED IN A STATEMENT OF
                        ADDITIONAL INFORMATION

   
     Attached hereto and made a part hereof is a Statement of
Additional Information dated May 1, 1996.
    


<PAGE>
   
                                                                     MAY 1, 1996
    
 
                                   COMPASS I
 
                      STATEMENT OF ADDITIONAL INFORMATION
 
                       SUN LIFE (N.Y.) VARIABLE ACCOUNT A
 
                               TABLE OF CONTENTS
 
<TABLE>
<S>                                                                         <C>
General Information.......................................................    2
Annuity Provisions........................................................    2
Other Contractual Provisions..............................................    3
Federal Tax Status........................................................    4
Administration of the Contracts...........................................    5
Distribution of the Contracts.............................................    6
Legal Matters.............................................................    6
Accountants...............................................................    6
Financial Statements......................................................    7
</TABLE>
 
   
    This Statement of Additional Information sets forth information which may be
of  interest to prospective  purchasers of Compass  I Combination Fixed/Variable
Annuity Contracts (the  "Contracts") issued  by Sun Life  Insurance and  Annuity
Company  of New York (the "Company") in connection with Sun Life (N.Y.) Variable
Account A (the  "Variable Account")  which is  not necessarily  included in  the
Prospectus dated May 1, 1996. This Statement of Additional Information should be
read in conjunction with the Prospectus, a copy of which may be obtained without
charge from the Company at its Annuity Service Mailing Address, 80 Broad Street,
New York, New York 10004 or by telephoning (212) 943-3855.
    
 
    The  terms used  in this Statement  of Additional Information  have the same
meanings as in the Prospectus.
 
- --------------------------------------------------------------------------------
 
THIS STATEMENT OF ADDITIONAL INFORMATION IS  NOT A PROSPECTUS AND IS  AUTHORIZED
FOR  DISTRIBUTION TO PROSPECTIVE PURCHASERS ONLY IF PRECEDED OR ACCOMPANIED BY A
CURRENT PROSPECTUS.
<PAGE>
                              GENERAL INFORMATION
 
THE COMPANY
 
    Sun  Life Insurance  and Annuity  Company of New  York (the  "Company") is a
stock life insurance company incorporated under the laws of New York on May  25,
1983. Its Home Office is located at 80 Broad Street, New York, New York 10004.
 
    The  Company is a  wholly-owned subsidiary of Sun  Life Assurance Company of
Canada (U.S.) ("Sun  Life of  Canada (U.S.)"),  a stock  life insurance  company
incorporated  in  Delaware  and having  its  Executive  Office at  One  Sun Life
Executive Park, Wellesley Hills, Massachusetts 02181. Sun Life of Canada (U.S.),
in turn, is a  wholly-owned subsidiary of Sun  Life Assurance Company of  Canada
("Sun  Life (Canada)"), 150 King Street West, Toronto, Ontario, Canada, a mutual
life insurance company incorporated in Canada in 1865.
 
THE VARIABLE ACCOUNT
 
    Sun Life (N.Y.) Variable  Account A (the "Variable  Account") is a  separate
account  of the Company which  meets the definition of  a separate account under
the federal securities  laws and  which is  registered with  the Securities  and
Exchange  Commission as a unit investment trust under the Investment Company Act
of 1940.
 
THE FIXED ACCOUNT
 
    If the Owner elects  to have Contract values  accumulated on a fixed  basis,
Purchase  Payments  are allocated  to the  Fixed Account,  which is  the general
account of the Company. Because  of exemptive and exclusionary provisions,  that
part  of the Contract relating to the  Fixed Account is not registered under the
Securities Act of 1933 ("1933 Act") and  the Fixed Account is not registered  as
an  investment company  under the Investment  Company Act of  1940 ("1940 Act").
Accordingly, neither the Fixed Account,  nor any interests therein, are  subject
to the provisions or restrictions of the 1933 Act or the 1940 Act, and the staff
of  the Securities and  Exchange Commission has not  reviewed the disclosures in
this Statement of  Additional Information with  respect to that  portion of  the
Contract  relating to the Fixed Account. Disclosures regarding the fixed portion
of the  Contract and  the Fixed  Account,  however, may  be subject  to  certain
generally  applicable provisions of the federal  securities laws relating to the
accuracy and  completeness of  statements made  herein (see  "Fixed Account"  in
Appendix A).
 
                               ANNUITY PROVISIONS
 
DETERMINATION OF ANNUITY PAYMENTS
 
    On the Annuity Commencement Date the Contract's Accumulation Account will be
cancelled  and its adjusted value will be  applied to provide a Variable Annuity
or a Fixed Annuity or a combination of both. The adjusted value will be equal to
the value  of the  Accumulation  Account for  the  Valuation Period  which  ends
immediately  preceding the Annuity Commencement  Date, reduced by any applicable
premium or similar taxes and a proportionate amount of the contract  maintenance
charge to reflect the time elapsed between the last Contract Anniversary and the
day before the Annuity Commencement Date.
 
    The  dollar amount of the first  variable annuity payment will be determined
in accordance with  the annuity payment  rates found in  the Contract which  are
based  on an assumed interest rate of 4% per year. All variable annuity payments
other than the first are  determined by means of  Annuity Units credited to  the
Contract.  The number of Annuity Units to be credited in respect of a particular
Sub-Account is determined by dividing that portion of the first variable annuity
payment attributable  to that  Sub-Account by  the Annuity  Unit value  of  that
Sub-Account  for  the  Valuation  Period which  ends  immediately  preceding the
Annuity Commencement  Date.  The number  of  Annuity Units  of  each  particular
Sub-Account  credited to the  Contract then remains fixed  unless an exchange of
Annuity Units is made as described in the Prospectus. The dollar amount of  each
variable  annuity  payment  after the  first  may increase,  decrease  or remain
constant, and is
 
                                       2
<PAGE>
equal to the sum of the amounts determined by multiplying the number of  Annuity
Units  of a particular Sub-Account credited to  the Contract by the Annuity Unit
value for  the  particular  Sub-Account  for the  Valuation  Period  which  ends
immediately preceding the due date of each subsequent payment.
 
    For a description of fixed annuity payments, see Appendix A.
 
    For a hypothetical example of the calculation of a variable annuity payment,
see Appendix B.
 
ANNUITY UNIT VALUE
 
    The  Annuity Unit value  for each Sub-Account was  established at $10.00 for
the first Valuation Period of the particular Sub-Account. The Annuity Unit value
for the particular Sub-Account for any subsequent Valuation Period is determined
by multiplying the  Annuity Unit value  for the particular  Sub-Account for  the
immediately  preceding Valuation Period  by the Net  Investment Factor (see "Net
Investment Factor" in  the Prospectus)  for the particular  Sub-Account for  the
current  Valuation  Period and  then  multiplying that  product  by a  factor to
neutralize the  assumed interest  rate of  4%  per year  used to  establish  the
annuity  payment rates found in the Contract. The factor is 0.99989255 for a one
day Valuation Period.
 
    For a hypothetical  example of the  calculation of the  value of a  Variable
Annuity Unit, see Appendix B.
 
                          OTHER CONTRACTUAL PROVISIONS
 
RIGHT TO RETURN CONTRACT
 
    The  Owner should read the Contract carefully  as soon as it is received. If
the Owner wishes to return the Contract,  it must be returned to the Company  at
its  Annuity Service Mailing Address  within ten days after  it was delivered to
the Owner. When the Company receives the returned Contract, it will be cancelled
and the full amount of any Purchase  Payment(s) received by the Company will  be
refunded.
 
    Under  the Employee  Retirement Income  Security Act  of 1974  ("ERlSA"), an
Owner establishing an  Individual Retirement  Account must be  furnished with  a
disclosure  statement  containing  certain information  about  the  Contract and
applicable legal requirements. This statement must be furnished on or before the
date the Individual Retirement Account is established. If the Owner is furnished
with such  disclosure  statement before  the  7th  day preceding  the  date  the
Individual  Retirement Account is established, the Owner will not have any right
of revocation.  If the  disclosure  statement is  furnished  after the  7th  day
preceding the establishment of the Individual Retirement Account, then the Owner
may  revoke the Contract any  time within seven days  after the issue date. Upon
such revocation, the  Company will refund  all Purchase Payment(s)  made by  the
Owner.  The  foregoing  right  of  revocation  with  respect  to  an  Individual
Retirement Account  is in  addition to  the return  privilege set  forth in  the
preceding  paragraph. The Company will allow an Owner establishing an Individual
Retirement Account  a "ten  day free  look," notwithstanding  the provisions  of
ERlSA.
 
OWNER AND CHANGE OF OWNERSHIP
 
    The  Contract  shall  belong to  the  Owner  or to  the  successor  Owner or
transferee of the Owner. All Contract rights and privileges may be exercised  by
the Owner, the successor Owner or transferee of the Owner without the consent of
the Beneficiary or any other person. Such rights and privileges may be exercised
only  during the lifetime of the Annuitant and prior to the Annuity Commencement
Date, except as otherwise  provided in the Contract.  The Annuitant becomes  the
Owner  on and after  the Annuity Commencement Date.  The Beneficiary becomes the
Owner on the death of  the Annuitant. In some qualified  plans the Owner of  the
Contract  is a  Trustee and  the Trust  authorizes the  Annuitant/participant to
exercise certain contract rights and privileges.
 
    Ownership of  the  Contract  may  not be  transferred  except  to:  (1)  the
Annuitant;  (2) a trustee  or successor trustee  of a pension  or profit sharing
trust which is qualified under Section 401 of the Internal Revenue Code; (3) the
trustee of an individual retirement account plan qualified under Section 408  of
the  Internal Revenue  Code for the  benefit of  the Owner; or  (4) as otherwise
permitted from time to time by laws
 
                                       3
<PAGE>
and regulations  governing the  retirement or  deferred compensation  plans  for
which the Contract may be issued. Subject to the foregoing, the Contract may not
be  sold, assigned, transferred, discounted or  pledged as collateral for a loan
or as security for the performance of an obligation or for any other purpose  to
any  person other than  the Company. A  change of ownership  will not be binding
upon the Company  until written notification  is received by  the Company.  Once
received by the Company the change will be effective as of the date on which the
request  for  change was  signed by  the Owner  but the  change will  be without
prejudice to the Company on account of  any payment made or any action taken  by
the  Company prior  to receiving  the change. The  Company may  require that the
signature of the Owner be guaranteed by a member firm of the New York, American,
Boston, Midwest, Philadelphia or Pacific Stock Exchange, or by a commercial bank
(not a  savings  bank)  which is  a  member  of the  Federal  Deposit  Insurance
Corporation  or, in certain cases, by a  member firm of the National Association
of Securities Dealers, Inc. which has entered into an appropriate agreement with
the Company.
 
DESIGNATION AND CHANGE OF BENEFICIARY
 
    The Beneficiary  designation contained  in the  application will  remain  in
effect  until  changed.  The  interest  of any  Beneficiary  is  subject  to the
particular Beneficiary surviving the Annuitant.
 
    Subject to the rights  of an irrevocably  designated Beneficiary, the  Owner
(or  the  Annuitant,  as  permitted  by the  Owner)  may  change  or  revoke the
designation of a Beneficiary at any time while the Annuitant is living by filing
with the Company a written beneficiary designation or revocation in such form as
the Company may require. The change or  revocation will not be binding upon  the
Company  until it is received by the Company.  When it is so received the change
or revocation  will  be  effective as  of  the  date on  which  the  beneficiary
designation  or  revocation  was  signed  by  the  Owner  or  the  Annuitant, as
applicable.
 
    Reference should be made to the terms of the particular retirement plan  and
any applicable legislation for any restrictions on the beneficiary designation.
 
CUSTODIAN
 
    The Company is Custodian of the assets of the Variable Account. The Company,
as  Custodian, will purchase Fund  shares at net asset  value in connection with
amounts  allocated  to  the  particular  Sub-Account  in  accordance  with   the
instructions  of the  Owner and redeem  Fund shares  at net asset  value for the
purpose of meeting the contractual  obligations of the Variable Account,  paying
charges  relative  to the  Variable Account  or  making adjustments  for annuity
reserves held in the Variable Account.
 
                               FEDERAL TAX STATUS
 
INTRODUCTION
 
    The  Contracts  described  in  this  Prospectus  are  designed  for  use  by
retirement plans under the
provisions  of Sections  401 or 408  (excluding Section 408(b))  of the Internal
Revenue Code (the "Code").  The ultimate effect of  federal income taxes on  the
value  of the  Contract's Accumulation Account,  on annuity payments  and on the
economic benefit to the Owner, the  Annuitant, the Payee or the Beneficiary  may
depend  upon the type of retirement plan for which the Contract is purchased and
upon the tax and employment status  of the individual concerned. The  discussion
contained herein is general in nature, is based upon the Company's understanding
of  federal income tax laws as currently interpreted, and is not intended as tax
advice. Congress has the power to enact legislation affecting the tax  treatment
of  annuity contracts,  and such legislation  could be  applied retroactively to
Contracts purchased before the date  of enactment. Any person contemplating  the
purchase  of a Contract should consult a qualified tax adviser. THE COMPANY DOES
NOT MAKE  ANY  GUARANTEE  REGARDING  THE  TAX STATUS  OF  ANY  CONTRACT  OR  ANY
TRANSACTION INVOLVING THE CONTRACTS.
 
TAX TREATMENT OF THE COMPANY AND THE VARIABLE ACCOUNT
 
    The  Company is taxed as  a life insurance company  under the Code. Although
the operations of the Variable Account  are accounted for separately from  other
operations of the Company for purposes of
 
                                       4
<PAGE>
federal  income taxation,  the Variable Account  is not separately  taxable as a
regulated investment company or otherwise as a taxable entity separate from  the
Company. Under existing federal income tax laws, the income and capital gains of
the  Variable  Account to  the  extent applied  to  increase reserves  under the
Contracts are not taxable to the Company.
 
TAXATION OF ANNUITIES IN GENERAL
 
    A participant  in a  retirement plan  is the  individual on  whose behalf  a
Contract  is  issued. Certain  federal income  tax  advantages are  available to
participants in retirement plans which meet  the requirements of Section 401  or
Section  408 (excluding  Section 408(b)) of  the Code. The  Contracts offered by
this Prospectus are designed  for use in connection  with such retirement  plans
and accordingly all or a portion of the contributions to such plans will be used
to  make Purchase Payments under the Contracts. Monthly annuity payments made as
retirement distributions under a Contract are generally taxable to the Annuitant
as ordinary income  under Section  72 of the  Code. Distributions  prior to  age
59  1/2 generally are subject  to a 10% penalty tax,  although this tax will not
apply in  certain  circumstances.  Certain  distributions,  known  as  "eligible
rollover  distributions," if rolled  over to certain  other qualified retirement
plans (either directly or  after being distributed to  the Owner or Payee),  are
not  taxable until distributed from  the plan to which  they are rolled over. In
general, an eligible  rollover distribution  is any  taxable distribution  other
than  a distribution that is part of a series of payments made for life or for a
specified period of ten years or more.
 
    Owners, Annuitants, Payees  and Beneficiaries should  seek qualified  advice
about the tax consequences of distributions, withdrawals, rollovers and payments
under the retirement plans in connection with which the Contracts are purchased.
 
    The  Company will withhold  and remit to  the U.S. government  a part of the
taxable portion of each distribution made under a Contract issued in  connection
with  an individual retirement account unless the Owner or Payee provides his or
her taxpayer identification number to the  Company and notifies the Company  (in
the  manner  prescribed) before  the time  of  the distribution  that he  or she
chooses not to have any amounts withheld.
 
    In the case of distributions from  a Contract (other than a Contract  issued
for  use  with  an  individual  retirement account),  the  Company  or  the plan
administrator must  withhold  and remit  to  the  U.S. government  20%  of  each
distribution that is an eligible rollover distribution (as defined above) unless
the  Owner or  Payee elects  to make  a direct  rollover of  the distribution to
another qualified retirement plan that is eligible to receive the rollover. If a
distribution from a Contract is not an eligible rollover distribution, then  the
Owner  or Payee can choose  not to have amounts  withheld as described above for
individual retirement accounts.
 
    Amounts withheld from any distribution  may be credited against the  Owner's
or Payee's federal income tax liability for the year of the distribution.
 
    The  Tax  Reform Act  of  1984 authorizes  the  Internal Revenue  Service to
promulgate regulations  that prescribe  investment diversification  requirements
for  segregated asset  accounts underlying  certain variable  annuity contracts.
These regulations do not affect the  tax treatment of qualified contracts,  such
as the Contracts offered by this Prospectus.
 
    Due  to the complex nature and frequent  revisions of the federal income tax
laws affecting  retirement  plans, a  person  contemplating the  purchase  of  a
Contract  for  use in  connection with  a retirement  plan, the  distribution or
surrender of a  Contract held under  a retirement  plan, or the  election of  an
annuity option provided in a Contract should consult a qualified tax adviser.
 
                        ADMINISTRATION OF THE CONTRACTS
 
   
    The  Company  has entered  into  an agreement  with  Massachusetts Financial
Services Company ("MFS"),  500 Boylston Street,  Boston, Massachusetts 02116,  a
subsidiary of Sun Life of Canada (U.S.) and the Funds' investment adviser, under
which MFS has agreed to perform certain administrative functions relating to the
Contracts and the Variable Account for a fee calculated on a per Contract basis.
These  functions include, among other things,  maintaining the books and records
of the Variable Account and the
    
 
                                       5
<PAGE>
   
Sub-Accounts,  and   maintaining  records   of  the   name,  address,   taxpayer
identification  number, Contract number, type of  Contract issued to each Owner,
the status of the Accumulation Account  under each Contract and other  pertinent
information  necessary  to the  administration and  operation of  the Contracts.
Since October  1,1988 some  of these  services have  been provided  by Sun  Life
(Canada)  pursuant  to a  Service  Agreement. The  Company  also entered  into a
Service Agreement with MFS which provides that the Company will furnish MFS,  as
required,  with personnel  as well as  certain services on  a cost reimbursement
basis to enable MFS to perform the duties required under the agreement described
above. No reimbursement was made in 1993, 1994 or 1995.
    
 
                         DISTRIBUTION OF THE CONTRACTS
 
   
    The offering of the Contracts is  continuous. The Contracts will be sold  by
licensed  insurance  agents  in the  State  of  New York.  Such  agents  will be
registered representatives  of broker-dealers  registered under  the  Securities
Exchange  Act of 1934 who are members  of the National Association of Securities
Dealers, Inc. The Contracts will  be distributed by Clarendon Insurance  Agency,
Inc.   ("Clarendon"),  500  Boylston  Street,  Boston,  Massachusetts  02116,  a
wholly-owned subsidiary of Massachusetts Financial Services Company, the  Funds'
investment adviser. Commissions and other distribution compensation will be paid
by  the Company  and will not  be more  than 5.31% of  Purchase Payments. During
1993, 1994 and 1995 approximately  $7,000, $5,000 and $4,000, respectively,  was
paid  to and retained  by Clarendon in  connection with the  distribution of the
Contracts.
    
 
                                 LEGAL MATTERS
 
    The organization of the  Company, its authority to  issue the Contracts  and
the  validity of  the form of  the Contracts have  been passed upon  by David D.
Horn,  Esq.,  Senior  Vice  President  of  the  Company.  Covington  &  Burling,
Washington,  D.C., have advised the Company  on certain legal matters concerning
federal securities laws applicable  to the issue and  sale of the Contracts  and
federal income tax laws applicable to the Contracts.
 
                                  ACCOUNTANTS
 
    Deloitte  & Touche LLP, 125 Summer  Street, Boston, Massachusetts 02110, are
the  Variable  Account's  independent  certified  public  accountants  providing
auditing and other professional services.
 
                                       6
<PAGE>
SUN LIFE (N.Y.) VARIABLE ACCOUNT A
 
STATEMENT OF CONDITION -- December 31, 1995
 
<TABLE>
<CAPTION>
ASSETS:
  Investments in mutual funds:                                     Shares      Cost       Value
                                                                   -------  ----------  ----------
<S>                                                                <C>      <C>         <C>
    Massachusetts Investors Trust ("MIT") Class A................   68,512  $  844,126  $  870,493
    Massachusetts Investors Growth Stock Fund ("MIG") Class A....   36,330     394,855     386,305
    MFS Total Return Fund ("MTR") Class A........................  167,434   2,088,207   2,412,887
    MFS Growth Opportunities Fund ("MGO") Class A................   16,963     190,021     202,568
    MFS Research Fund ("MFR") Class A............................   11,657     153,095     182,283
    MFS Bond Fund ("MFB") Class A................................   74,069   1,007,219   1,013,084
    MFS Money Market Fund ("MCM")................................  434,547     434,547     434,547
    MFS Government Money Market Fund ("MCG").....................   84,905      84,905      84,905
    MFS High Income Fund ("MFH") Class A.........................   78,121     405,682     404,523
    MFS World Governments Fund ("MWG") Class A...................   46,678     565,673     514,311
    MFS Emerging Growth Fund ("MEG") Class A.....................   32,707     652,574     873,605
                                                                            ----------  ----------
        Net Assets........................................................  $6,820,904  $7,379,511
                                                                            ----------  ----------
                                                                            ----------  ----------
</TABLE>
 
<TABLE>
<CAPTION>
NET ASSETS APPLICABLE TO OWNERS OF DEFERRED VARIABLE ANNUITY
 CONTRACTS:                                                        Units   Unit Value      Value
                                                                   ------  ----------   -----------
<S>                                                                <C>     <C>          <C>
    MIT..........................................................  25,203   $  34.559   $   870,493
    MIG..........................................................  12,814     30.2725       386,305
    MTR..........................................................  77,949     30.9611     2,412,887
    MGO..........................................................   7,521     26.8309       202,568
    MFR..........................................................   6,052     30.1208       182,283
    MFB..........................................................  43,111     23.2931     1,013,084
    MCM..........................................................  28,742     15.1238       434,547
    MCG..........................................................   5,691     14.9190        84,905
    MFH..........................................................  18,087     22.3502       404,523
    MWG..........................................................  17,846     28.6388       514,311
    MEG..........................................................  19,750     44.4187       873,605
                                                                                        -----------
        Net Assets...................................................................   $ 7,379,511
                                                                                        -----------
                                                                                        -----------
</TABLE>
 
                       See notes to financial statements.
 
                                       7
<PAGE>
SUN LIFE (N.Y.) VARIABLE ACCOUNT A
 
STATEMENT OF OPERATIONS -- Year Ended December 31, 1995
 
<TABLE>
<CAPTION>
                                                            MIT       MIG       MTR       MGO       MFR         MFB
                                                          Sub-Ac-     Sub-      Sub-      Sub-      Sub-       Sub-
                                                           count    Account   Account   Account   Account     Account
                                                         ---------  --------  --------  --------  --------   ---------
<S>                                                      <C>        <C>       <C>       <C>       <C>        <C>
Income and Expenses:
  Dividend income and capital gain distributions
   received............................................  $  81,017  $ 50,825  $213,016  $ 25,446  $ 11,190   $  72,466
  Mortality and expense risk charges...................      9,670     4,524    29,942     2,212     2,086      12,485
                                                         ---------  --------  --------  --------  --------   ---------
      Net investment income (expense)..................  $  71,347  $ 46,301  $183,074  $ 23,234  $  9,104   $  59,981
                                                         ---------  --------  --------  --------  --------   ---------
Realized and Unrealized Gains (Losses):
  Realized gains (losses) on investment transactions:
    Proceeds from sales................................  $ 104,676  $223,505  $552,665  $174,873  $ 29,064   $ 202,847
    Cost of investments sold...........................    118,641   263,963   450,171   175,699    21,149     205,774
                                                         ---------  --------  --------  --------  --------   ---------
      Net realized gains (losses)......................  $ (13,965) $(40,458) $102,494  $   (826) $  7,915   $  (2,927)
                                                         ---------  --------  --------  --------  --------   ---------
  Net unrealized appreciation (depreciation) on
   investments:
    End of year........................................  $  26,367  $ (8,550) $324,680  $ 12,547  $ 29,188   $   5,865
    Beginning of year..................................   (154,823)  (83,580)   85,600   (10,362)   (4,196)   (114,517)
                                                         ---------  --------  --------  --------  --------   ---------
      Change in unrealized appreciation................  $ 181,190  $ 75,030  $239,080  $ 22,909  $ 33,384   $ 120,382
                                                         ---------  --------  --------  --------  --------   ---------
  Realized and unrealized gains........................  $ 167,225  $ 34,572  $341,574  $ 22,083  $ 41,299   $ 117,455
                                                         ---------  --------  --------  --------  --------   ---------
  Increase in Net Assets from Operations...............  $ 238,572  $ 80,873  $524,648  $ 45,317  $ 50,403   $ 177,436
                                                         ---------  --------  --------  --------  --------   ---------
                                                         ---------  --------  --------  --------  --------   ---------
</TABLE>
 
                       See notes to financial statements.
 
                                       8
<PAGE>
SUN LIFE (N.Y.) VARIABLE ACCOUNT A
 
STATEMENT OF OPERATIONS -- continued
 
<TABLE>
<CAPTION>
                                                           MCM       MCG        MFH       MWG       MEG
                                                           Sub-      Sub-       Sub-      Sub-      Sub-
                                                         Account   Account    Account   Account   Account     Total
                                                         --------  --------   --------  --------  --------  ----------
<S>                                                      <C>       <C>        <C>       <C>       <C>       <C>
Income and Expenses:
  Dividend income and capital gain distributions
   received............................................  $ 25,427   $4,094    $ 37,376  $ 64,292  $  --     $  585,149
  Mortality and expense risk charges...................     6,383    1,045       5,565     7,063     9,410      90,385
                                                         --------  --------   --------  --------  --------  ----------
      Net investment income (expense)..................  $ 19,044   $3,049    $ 31,811  $ 57,229  $ (9,410) $  494,764
                                                         --------  --------   --------  --------  --------  ----------
Realized and Unrealized Gains (Losses):
  Realized gains (losses) on investment transactions:
    Proceeds from sales................................  $476,273   $1,481    $106,740  $233,307  $376,360  $2,481,791
    Cost of investments sold...........................   476,273    1,481     115,034   246,511   293,041   2,367,737
                                                         --------  --------   --------  --------  --------  ----------
      Net realized gains (losses)......................  $  --      $--       $ (8,294) $(13,204) $ 83,319  $  114,054
                                                         --------  --------   --------  --------  --------  ----------
  Net unrealized appreciation (depreciation) on
   investments:
    End of year........................................  $  --      $--       $ (1,159) $(51,362) $221,031  $  558,607
    Beginning of year..................................     --       --        (41,223)  (84,370)   56,266    (351,205)
                                                         --------  --------   --------  --------  --------  ----------
      Change in unrealized appreciation................  $  --      $--       $ 40,064  $ 33,008  $164,765  $  909,812
                                                         --------  --------   --------  --------  --------  ----------
  Realized and unrealized gains........................  $  --      $--       $ 31,770  $ 19,804  $248,084  $1,023,866
                                                         --------  --------   --------  --------  --------  ----------
  Increase in Net Assets from Operations...............  $ 19,044   $3,049    $ 63,581  $ 77,033  $238,674  $1,518,630
                                                         --------  --------   --------  --------  --------  ----------
                                                         --------  --------   --------  --------  --------  ----------
</TABLE>
 
                       See notes to financial statements
 
                                       9
<PAGE>
SUN LIFE (N.Y.) VARIABLE ACCOUNT A
 
STATEMENTS OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                           MIT                  MIG                   MTR
                                                       Sub-Account          Sub-Account           Sub-Account
                                                    ------------------  -------------------  ----------------------
                                                        Year Ended          Year Ended             Year Ended
                                                       December 31,        December 31,           December 31,
                                                    ------------------  -------------------  ----------------------
                                                      1995      1994      1995       1994       1995        1994
                                                    --------  --------  ---------  --------  ----------  ----------
<S>                                                 <C>       <C>       <C>        <C>       <C>         <C>
OPERATIONS:
  Net investment income...........................  $ 71,347  $ 65,829  $  46,301  $ 39,898  $  183,074  $   72,424
  Net realized gains (losses).....................   (13,965)   (7,522)   (40,458)   (1,078)    102,494      40,946
  Net unrealized gains (losses)...................   181,190   (72,885)    75,030   (81,652)    239,080    (209,203)
                                                    --------  --------  ---------  --------  ----------  ----------
      Increase (decrease) in net assets from
       operations.................................  $238,572  $(14,578) $  80,873  $(42,832) $  524,648  $  (95,833)
                                                    --------  --------  ---------  --------  ----------  ----------
 
CONTRACT OWNER TRANSACTIONS:
  Accumulation Activity:
    Purchase payments received....................  $ 52,601  $ 57,359  $  21,352  $ 46,879  $   59,720  $  105,092
    Net transfers between Sub-Accounts and Fixed
     Account......................................    28,730    15,829   (151,403)  (59,608)    (22,323)         83
    Withdrawals, surrenders and account fees......   (84,448)  (24,231)   (17,516)  (10,069)   (503,774)   (225,892)
                                                    --------  --------  ---------  --------  ----------  ----------
      Net contract owner activity.................  $ (3,117) $ 48,957  $(147,567) $(22,798) $ (466,377) $ (120,717)
                                                    --------  --------  ---------  --------  ----------  ----------
  Increase (decrease) in net assets...............  $235,455  $ 34,379  $ (66,694) $(65,630) $   58,271  $ (216,550)
 
NET ASSETS:
  Beginning of year...............................   635,038   600,659    452,999   518,629   2,354,616   2,571,166
                                                    --------  --------  ---------  --------  ----------  ----------
  End of year.....................................  $870,493  $635,038  $ 386,305  $452,999  $2,412,887  $2,354,616
                                                    --------  --------  ---------  --------  ----------  ----------
                                                    --------  --------  ---------  --------  ----------  ----------
</TABLE>
 
                       See notes to financial statements.
 
                                       10
<PAGE>
SUN LIFE (N.Y.) VARIABLE ACCOUNT A
 
STATEMENTS OF CHANGES IN NET ASSETS -- continued
 
<TABLE>
<CAPTION>
                                                            MGO                 MFR                   MFB
                                                        Sub-Account         Sub-Account           Sub-Account
                                                    -------------------  ------------------  ----------------------
                                                        Year Ended           Year Ended            Year Ended
                                                       December 31,         December 31,          December 31,
                                                    -------------------  ------------------  ----------------------
                                                      1995      1994       1995      1994       1995        1994
                                                    --------  ---------  --------  --------  ----------  ----------
<S>                                                 <C>       <C>        <C>       <C>       <C>         <C>
OPERATIONS:
  Net investment income...........................  $ 23,234  $   7,687  $  9,104  $ 10,119  $   59,981  $   66,513
  Net realized gains (losses).....................      (826)   (16,962)    7,915       356      (2,927)    (12,061)
  Net unrealized gains (losses)...................    22,909    (15,596)   33,384   (13,075)    120,382    (123,568)
                                                    --------  ---------  --------  --------  ----------  ----------
      Increase (decrease) in net assets from
       operations.................................  $ 45,317  $ (24,871) $ 50,403  $ (2,600) $  177,436  $  (69,116)
                                                    --------  ---------  --------  --------  ----------  ----------
 
CONTRACT OWNER TRANSACTIONS:
  Accumulation Activity:
    Purchase payments received....................  $  4,849  $  19,746  $ 11,920  $ 14,933  $   30,210  $   30,593
    Net transfers between Sub-Accounts and Fixed
     Account......................................    31,252   (275,633)    4,295    41,714      17,545     (36,161)
    Withdrawals, surrenders and account fees......    (9,848)   (21,531)  (14,408)     (730)   (150,617)   (221,973)
                                                    --------  ---------  --------  --------  ----------  ----------
      Net contract owner activity.................  $ 26,253  $(277,418) $  1,807  $ 55,917  $ (102,862) $ (227,541)
                                                    --------  ---------  --------  --------  ----------  ----------
  Increase (decrease) in net assets...............    71,570   (302,289)   52,210    53,317      74,574    (296,657)
 
NET ASSETS:
  Beginning of year...............................  $130,998  $ 433,287  $130,073  $ 76,756  $  938,510  $1,235,167
                                                    --------  ---------  --------  --------  ----------  ----------
  End of year.....................................  $202,568  $ 130,998  $182,283  $130,073  $1,013,084  $  938,510
                                                    --------  ---------  --------  --------  ----------  ----------
                                                    --------  ---------  --------  --------  ----------  ----------
</TABLE>
 
                       See notes to financial statements.
 
                                       11
<PAGE>
SUN LIFE (N.Y.) VARIABLE ACCOUNT A
 
STATEMENTS OF CHANGES IN NET ASSETS -- continued
 
<TABLE>
<CAPTION>
                                                             MCM                MCG                MFH
                                                         Sub-Account        Sub-Account        Sub-Account
                                                     -------------------  ----------------  ------------------
                                                         Year Ended          Year Ended         Year Ended
                                                        December 31,        December 31,       December 31,
                                                     -------------------  ----------------  ------------------
                                                       1995       1994     1995     1994      1995      1994
                                                     ---------  --------  -------  -------  --------  --------
<S>                                                  <C>        <C>       <C>      <C>      <C>       <C>
OPERATIONS:
  Net investment income (expense)..................  $  19,044  $  9,665  $ 3,049  $ 1,504  $ 31,811  $ 37,257
  Net realized gains (losses)......................     --         --       --       --       (8,294)   34,708
  Net unrealized gains (losses)....................     --         --       --       --       40,064   (89,797)
                                                     ---------  --------  -------  -------  --------  --------
      Increase (decrease) in net assets from
       operations..................................  $  19,044  $  9,665  $ 3,049  $ 1,504  $ 63,581  $(17,832)
                                                     ---------  --------  -------  -------  --------  --------
 
CONTRACT OWNER TRANSACTIONS:
  Accumulation Activity:
    Purchase payments received.....................  $  27,407  $  9,064  $ 5,564  $ 6,456  $  4,191  $ (2,035)
    Net transfers between Sub-Accounts and Fixed
     Account.......................................   (135,854)  247,433    --      (2,922)  (12,242)    6,342
    Withdrawals, surrenders and account fees.......    (30,982)  (23,247)    (828)  (4,519)  (90,263)   (6,783)
                                                     ---------  --------  -------  -------  --------  --------
      Net contract owner activity..................  $(139,429) $233,250  $ 4,736  $  (985) $(98,314) $ (2,476)
                                                     ---------  --------  -------  -------  --------  --------
  Increase (decrease) in net assets................  $(120,385) $242,915  $ 7,785  $   519  $(34,733) $(20,308)
 
NET ASSETS:
  Beginning of year................................    554,932   312,017   77,120   76,601   439,256   459,564
                                                     ---------  --------  -------  -------  --------  --------
  End of year......................................  $ 434,547  $554,932  $84,905  $77,120  $404,523  $439,256
                                                     ---------  --------  -------  -------  --------  --------
                                                     ---------  --------  -------  -------  --------  --------
</TABLE>
 
                       See notes to financial statements.
 
                                       12
<PAGE>
SUN LIFE (N.Y.) VARIABLE ACCOUNT A
 
STATEMENTS OF CHANGES IN NET ASSETS -- continued
 
<TABLE>
<CAPTION>
                                                             MWG                   MEG
                                                         Sub-Account           Sub-Account               Total
                                                     --------------------  -------------------  -----------------------
                                                          Year Ended           Year Ended             Year Ended
                                                         December 31,         December 31,           December 31,
                                                     --------------------  -------------------  -----------------------
                                                       1995       1994       1995       1994       1995         1994
                                                     ---------  ---------  ---------  --------  -----------  ----------
<S>                                                  <C>        <C>        <C>        <C>       <C>          <C>
OPERATIONS:
  Net investment income (expense)..................  $  57,229  $  26,201  $  (9,410) $  4,726  $   494,764  $  341,823
  Net realized gains (losses)......................    (13,204)    (3,744)    83,319    11,643      114,054      46,286
  Net unrealized gains (losses)....................     33,008    (82,726)   164,765    (1,912)     909,812    (690,414)
                                                     ---------  ---------  ---------  --------  -----------  ----------
      Increase (decrease) in net assets from
       operations..................................  $  77,033  $ (60,269) $ 238,674  $ 14,457  $ 1,518,630  $ (302,305)
                                                     ---------  ---------  ---------  --------  -----------  ----------
 
CONTRACT OWNER TRANSACTIONS:
  Accumulation Activity:
    Purchase payments received.....................  $  11,101  $  (9,947) $  44,721  $ 57,280  $   273,636  $  335,420
    Net transfers between Sub-Accounts and Fixed
     Account.......................................    (41,363)     1,746    280,677    74,026         (686)     12,849
    Withdrawals, surrenders and account fees.......   (179,643)   (52,343)  (274,475)  (89,381)  (1,356,802)   (680,699)
                                                     ---------  ---------  ---------  --------  -----------  ----------
      Net contract owner activity..................  $(209,905) $ (60,544) $  50,923  $ 41,925  $(1,083,852) $ (332,430)
                                                     ---------  ---------  ---------  --------  -----------  ----------
  Increase (decrease) in net assets................  $(132,872) $(120,813) $ 289,597  $ 56,382  $   434,778  $ (634,735)
 
NET ASSETS:
  Beginning of year................................    647,183    767,996    584,008   527,626    6,944,733   7,579,468
                                                     ---------  ---------  ---------  --------  -----------  ----------
  End of year......................................  $ 514,311  $ 647,183  $ 873,605  $584,008  $ 7,379,511  $6,944,733
                                                     ---------  ---------  ---------  --------  -----------  ----------
                                                     ---------  ---------  ---------  --------  -----------  ----------
</TABLE>
 
                       See notes to financial statements.
 
                                       13
<PAGE>
SUN LIFE (N.Y.) VARIABLE ACCOUNT A
 
NOTES TO FINANCIAL STATEMENTS
 
(1) ORGANIZATION
Sun  Life (N.Y.) Variable Account A (the "Variable Account"), a separate account
of Sun Life Insurance and Annuity Company of New York (the "Sponsor"), a  wholly
owned subsidiary of Sun Life Assurance Company of Canada (U.S.), was established
on  December 3, 1984 as a funding vehicle for individual variable annuities. The
Variable Account is registered with the Securities and Exchange Commission under
the Investment Company Act of 1940 as a unit investment trust.
 
The  assets  of  the  Variable  Account  are  divided  into  Sub-Accounts.  Each
Sub-Account is invested in shares of a specific mutual fund selected by contract
owners  from among available mutual funds (the "Funds") advised by Massachusetts
Financial Services  Company  ("MFS"), a  wholly  owned subsidiary  of  Sun  Life
Assurance Company of Canada (U.S.).
 
(2) SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATIONS
Investments  in the Funds are recorded at  their net asset value. Realized gains
and losses on sales of shares of the Funds are determined on the identified cost
basis.  Dividend  income  and  capital   gain  distributions  received  by   the
Sub-Accounts  are reinvested in additional Fund shares and are recognized on the
ex-dividend date.
 
Exchanges between Sub-Accounts requested by contract owners are recorded in  the
new Sub-Account upon receipt of the redemption proceeds.
 
FEDERAL INCOME TAX STATUS
The operations of the Variable Account are part of the operations of the Sponsor
and  are not taxed separately; the Variable  Account is not taxed as a regulated
investment company. The Sponsor qualifies  for the federal income tax  treatment
granted  to life insurance companies under  Subchapter L of the Internal Revenue
Code. Under existing federal income tax law, investment income and capital gains
earned by the  Variable Account on  contract owner reserves  are not subject  to
tax.
 
(3) CONTRACT CHARGES
A  mortality and expense risk charge based  on the value of the Variable Account
is deducted from the Variable  Account at the end  of each valuation period  for
the  mortality and expense risks assumed by  the Sponsor. The deduction is at an
effective annual rate of 1.3%.
 
Each year on the contract  anniversary, a contract maintenance charge  ("Account
Fee")  of $30  is deducted  from each  contract's accumulation  account to cover
administrative expenses relating to the contract. After the annuity commencement
date, the Account Fee is deducted pro rata from each annuity payment made during
the year.
 
The Sponsor does not  deduct a sales charge  from purchase payments. However,  a
withdrawal  charge (contingent deferred  sales charge) may  be deducted to cover
certain expenses relating to  the sale of  the contract. In  no event shall  the
aggregate  withdrawal charges exceed 5% of  the purchase payments made under the
contract.
 
                                       14
<PAGE>
SUN LIFE (N.Y.) VARIABLE ACCOUNT A
 
NOTES TO FINANCIAL STATEMENTS -- continued
(4) UNIT ACTIVITY FROM CONTRACT OWNER TRANSACTIONS
<TABLE>
<CAPTION>
                                               MIT             MIG              MTR              MGO
                                           Sub-Account     Sub-Account      Sub-Account      Sub-Account
                                          --------------  --------------  ----------------  --------------
                                            Year Ended      Year Ended       Year Ended       Year Ended
                                           December 31,    December 31,     December 31,     December 31,
                                          --------------  --------------  ----------------  --------------
                                           1995    1994    1995    1994    1995     1994    1995    1994
                                          ------  ------  ------  ------  -------  -------  -----  -------
<S>                                       <C>     <C>     <C>     <C>     <C>      <C>      <C>    <C>
Units outstanding, beginning of year....  25,279  23,351  19,021  20,004   95,322  100,003  6,457   20,275
  Units purchased.......................   1,797   2,265     789   1,900    2,172    4,235    204      773
  Units transferred between Sub-Accounts
   and Fixed Account....................     953     616  (6,333) (2,457)    (767)       3  1,283  (13,487)
  Units withdrawn and surrendered.......  (2,826)   (953)   (663)   (426) (18,778)  (8,919)  (423)  (1,104)
                                          ------  ------  ------  ------  -------  -------  -----  -------
Units outstanding, end of year..........  25,203  25,279  12,814  19,021   77,949   95,322  7,521    6,457
                                          ------  ------  ------  ------  -------  -------  -----  -------
                                          ------  ------  ------  ------  -------  -------  -----  -------
 
<CAPTION>
                                              MFR             MFB
                                          Sub-Account     Sub-Account
                                          ------------  ----------------
                                           Year Ended      Year Ended
                                          December 31,    December 31,
                                          ------------  ----------------
                                          1995   1994    1995     1994
                                          -----  -----  ------  --------
<S>                                       <C>    <C>    <C>     <C>
Units outstanding, beginning of year....  5,905  3,440  47,921    59,623
  Units purchased.......................    455    651   1,429     1,547
  Units transferred between Sub-Accounts
   and Fixed Account....................    229  1,848     870    (1,850)
  Units withdrawn and surrendered.......   (537)   (34) (7,109)  (11,399)
                                          -----  -----  ------  --------
Units outstanding, end of year..........  6,052  5,905  43,111    47,921
                                          -----  -----  ------  --------
                                          -----  -----  ------  --------
</TABLE>
<TABLE>
<CAPTION>
                                                              MCG             MFH             MWG
                                               MCM        Sub-Account     Sub-Account     Sub-Account
                                                          ------------  ---------------  --------------
                                            Year Ended     Year Ended     Year Ended       Year Ended
                                           December 31,   December 31,   December 31,     December 31,
                                          --------------  ------------  ---------------  --------------
                                           1995    1994   1995   1994    1995    1994     1995    1994
                                          ------  ------  -----  -----  ------  -------  ------  ------
<S>                                       <C>     <C>     <C>    <C>    <C>     <C>      <C>     <C>
Units outstanding, beginning of year....  38,136  21,912  5,366  5,435  22,721   22,861  25,643  28,203
  Units purchased.......................   1,843     631    381    455     200     (111)    414    (519)
  Units transferred between Sub-Accounts
   and Fixed Account....................  (9,159) 17,216   --     (206)   (603)     308  (1,510)     63
  Units withdrawn and surrendered.......  (2,078) (1,623)   (56)  (318) (4,231)    (337) (6,701) (2,104)
                                          ------  ------  -----  -----  ------  -------  ------  ------
Units outstanding, end of year..........  28,742  38,136  5,691  5,366  18,087   22,721  17,846  25,643
                                          ------  ------  -----  -----  ------  -------  ------  ------
                                          ------  ------  -----  -----  ------  -------  ------  ------
 
<CAPTION>
                                               MEG
                                           Sub-Account
                                          --------------
                                            Year Ended
                                           December 31,
                                          --------------
                                           1995    1994
                                          ------  ------
<S>                                       <C>     <C>
Units outstanding, beginning of year....  18,403  17,136
  Units purchased.......................   1,185   1,945
  Units transferred between Sub-Accounts
   and Fixed Account....................   8,224   2,357
  Units withdrawn and surrendered.......  (8,062) (3,035)
                                          ------  ------
Units outstanding, end of year..........  19,750  18,403
                                          ------  ------
                                          ------  ------
</TABLE>
 
                                       15
<PAGE>
INDEPENDENT AUDITORS' REPORT
 
To the Contract Owners participating in Sun Life (N.Y.) Variable Account A
  and the Board of Directors of Sun Life Insurance and Annuity Company of New
York:
 
We have  audited the  accompanying statement  of condition  of Sun  Life  (N.Y.)
Variable Account A (the "Variable Account") as of December 31, 1995, the related
statement  of operations for the year then  ended, and the statements of changes
in net assets for the  years ended December 31,  1995 and 1994. These  financial
statements  are  the  responsibility  of management.  Our  responsibility  is to
express an opinion on these financial statements based on our audits.
 
We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  with the custodian of securities  held for the Variable Account as
of December 31, 1995. An audit also includes assessing the accounting principles
used and significant  estimates made by  management, as well  as evaluating  the
overall  financial statement presentation. We believe  that our audits provide a
reasonable basis for our opinion.
 
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Variable Account as of December 31,
1995, the results of its operations and the changes in its net assets for the
respective stated periods in conformity with generally accepted accounting
principles.
 
Deloitte & Touche LLP
 
February 2, 1996
Boston, Massachusetts
 
                                       16
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                 DECEMBER 31,
                                          --------------------------
                                              1995          1994
                                          ------------  ------------
<S>                                       <C>           <C>
ASSETS
    Bonds                                 $132,026,064  $188,460,195
    Mortgage loans                          51,843,936    63,377,327
    Real estate                                      0       823,655
    Policy loans                               476,194       520,383
    Cash                                     1,267,905      (756,378)
    Investment income due and accrued        3,255,286     4,393,086
    Due from (to) parent and
     affiliates--net                         1,292,878      (591,254)
    Other assets                               443,663       204,302
                                          ------------  ------------
    General account assets                 190,605,926   256,431,316
                                          ------------  ------------
    Separate account assets
        Unitized                           250,782,417   208,575,098
        Non-unitized                        81,110,554    35,768,295
                                          ------------  ------------
                                          $522,498,897  $500,774,709
                                          ------------  ------------
                                          ------------  ------------
LIABILITIES
    Policy reserves                       $ 23,548,885  $ 20,402,804
    Annuity and other deposits             129,743,536   201,476,544
    Accrued expenses and taxes                 376,573       525,863
    Other liabilities                          906,238       539,438
    Due to (from) separate accounts          1,036,679    (1,308,196)
    Interest maintenance reserve             1,648,375     1,778,014
    Asset valuation reserve                  1,545,857     1,763,921
                                          ------------  ------------
    General account liabilities            158,806,143   225,178,388
                                          ------------  ------------
    Separate account liabilities
        Unitized                           250,617,786   208,418,957
        Non-unitized                        81,110,554    35,768,295
                                          ------------  ------------
                                           490,534,483   469,365,640
                                          ------------  ------------
CAPITAL STOCK AND SURPLUS
    Capital stock--Par value $1,000:
        Authorized, issued and
         outstanding
         2,000 shares                        2,000,000     2,000,000
    Surplus                                 29,964,414    29,409,069
                                          ------------  ------------
    Total capital stock and surplus         31,964,414    31,409,069
                                          ------------  ------------
                                          $522,498,897  $500,774,709
                                          ------------  ------------
                                          ------------  ------------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       17
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                  YEARS ENDED DECEMBER 31,
                                          ----------------------------------------
                                              1995          1994          1993
                                          ------------  ------------  ------------
<S>                                       <C>           <C>           <C>
INCOME
    Premiums and annuity considerations   $ 11,608,782  $  8,191,112  $  6,272,860
    Annuity and other deposit funds         44,946,931    37,829,796    15,069,691
    Net investment income                   18,450,106    21,947,153    25,281,626
    Amortization of interest maintenance
     reserve                                   753,350       750,567       451,075
    Realized losses on investments             (33,133)     (721,715)     (103,689)
    Mortality and expense risk charges       2,997,827     2,768,194     2,448,085
                                          ------------  ------------  ------------
                                            78,723,863    70,765,107    49,419,648
                                          ------------  ------------  ------------
BENEFITS AND EXPENSES
    Increase (decrease) in policy
     reserves                                3,146,081      (883,568)   (2,272,569)
    Decrease in liability for annuity
     deposit funds                         (71,733,008)  (34,019,523)  (20,342,940)
    Death, health benefits and annuity
     payments                                9,114,806     8,703,872     8,482,195
    Annuity and other deposit fund
     withdrawals                            91,409,854    53,964,415    45,532,023
    Surplus transfer to (from) separate
     account                                 2,344,875      (437,497)     (988,017)
    Transfers to non-unitized separate
     account                                31,567,692    29,538,473     5,273,703
                                          ------------  ------------  ------------
                                            65,850,300    58,866,172    35,684,395
    General expenses                         4,030,452     3,864,223     2,891,251
    Commissions                              4,937,953     4,497,683     3,704,138
    Taxes, licenses and fees                   540,521       417,643       255,538
                                          ------------  ------------  ------------
                                            75,359,226    65,645,721    42,535,322
                                          ------------  ------------  ------------
    Net income from operations before
     federal
     income tax                              3,364,637     5,119,386     6,884,326
    Federal income tax expense              (2,435,109)     (764,555)   (2,924,442)
                                          ------------  ------------  ------------
NET INCOME                                $    929,528  $  4,354,831  $  3,959,884
                                          ------------  ------------  ------------
                                          ------------  ------------  ------------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       18
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
STATEMENTS OF CAPITAL STOCK AND SURPLUS
 
<TABLE>
<CAPTION>
                                                YEARS ENDED DECEMBER 31,
                                          -------------------------------------
                                             1995         1994         1993
                                          -----------  -----------  -----------
<S>                                       <C>          <C>          <C>
CAPITAL STOCK                             $ 2,000,000  $ 2,000,000  $ 2,000,000
PAID-IN SURPLUS                            28,750,000   28,750,000   28,750,000
SPECIAL CONTINGENCY RESERVE                   750,000      750,000      750,000
UNASSIGNED SURPLUS
    Balance, beginning of year                (90,931)  (4,295,377)  (8,114,755)
    Net income                                929,528    4,354,831    3,959,884
    Unrealized losses                        (672,000)           0            0
    Change in non-admitted assets              71,263     (139,468)      (7,314)
    Earnings on and transfers of
     separate account surplus                   8,490     (150,603)       3,856
    Change in asset valuation reserve         218,064      139,686     (137,048)
                                          -----------  -----------  -----------
    Balance, end of year                      464,414      (90,931)  (4,295,377)
                                          -----------  -----------  -----------
TOTAL SURPLUS                              29,964,414   29,409,069   25,204,623
                                          -----------  -----------  -----------
TOTAL CAPITAL STOCK AND SURPLUS           $31,964,414  $31,409,069  $27,204,623
                                          -----------  -----------  -----------
                                          -----------  -----------  -----------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       19
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                  YEARS ENDED DECEMBER 31,
                                          ----------------------------------------
                                              1995          1994          1993
                                          ------------  ------------  ------------
<S>                                       <C>           <C>           <C>
Cash flows from operating activities:
    Net income from operations            $    929,528  $  4,354,831  $  3,959,884
    Adjustments to reconcile net income
     to net cash:
        Increase (decrease) in policy
         reserves                            3,146,081      (883,568)  (20,342,940)
        Decrease in liability for
         annuity and other deposit funds   (71,733,008)  (34,019,523)   (2,272,569)
        Decrease in investment income
         due and accrued                     1,137,800       448,252       370,334
        Net accrual and amortization of
         discount and premium on
         investments                           209,593       409,961       296,280
        Realized losses on investments          33,133       721,715       103,689
        Change in non-admitted assets           71,263      (139,468)       (7,314)
        Other                                  365,912     1,189,737        82,349
                                          ------------  ------------  ------------
Net cash used in operating activities      (65,839,698)  (27,918,063)  (17,810,287)
                                          ------------  ------------  ------------
Cash flows from investing activities:
    Proceeds from sale and maturity of
     investments                           124,028,229    98,636,780    46,154,969
    Purchase of investments                (52,676,090)  (69,335,246)  (27,502,652)
    Net change in short-term investments    (3,488,158)   (1,570,559)      280,549
                                          ------------  ------------  ------------
Net cash provided by investing
 activities                                 67,863,981    27,730,975    18,932,866
                                          ------------  ------------  ------------
Increase (decrease) in cash during the
 year                                        2,024,283      (187,088)    1,122,579
Cash, beginning of year                       (756,378)     (569,290)   (1,691,869)
                                          ------------  ------------  ------------
Cash, end of year                         $  1,267,905  $   (756,378) $   (569,290)
                                          ------------  ------------  ------------
                                          ------------  ------------  ------------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       20
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
GENERAL--
 
Sun Life Insurance and Annuity Company of New York (the Company) is incorporated
as  a life insurance company and is  currently engaged in the sale of individual
fixed and variable annuities and group life and long-term disability  insurance.
The  parent company, Sun  Life Assurance Company  of Canada (U.S.)  (Sun Life of
Canada (U.S.)), is a  wholly-owned subsidiary of Sun  Life Assurance Company  of
Canada  (Sun Life (Canada)), a mutual life insurance company. The Company, which
is domiciled in  the State  of New York,  prepares its  financial statements  in
accordance  with statutory accounting  practices prescribed by  the State of New
York Insurance Department. Statutory accounting  practices are considered to  be
generally  accepted  accounting principles  for  mutual insurance  companies and
subsidiaries and affiliates of mutuals. Prescribed accounting practices  include
a variety of publications of the National Association of Insurance Commissioners
(NAIC),  as well as New York  state laws, regulations and general administrative
rules. Permitted accounting practices encompass all accounting practices not  so
prescribed.  The permitted accounting  practices adopted by  the Company are not
material to the  financial statements. Preparation  of the financial  statements
requires management to make certain estimates and assumptions.
 
    Assets in the balance sheets are stated at values prescribed or permitted to
be  reported by state regulatory authorities. Bonds are carried at cost adjusted
for amortization of premium or accrual of discount. Mortgage loans acquired at a
premium or discount are carried at amortized values and other mortgage loans  at
the  amounts of the unpaid balances. Real  estate investments are carried at the
lower of cost or  appraised value, adjusted  for accumulated depreciation,  less
encumbrances. Depreciation of buildings and improvements is calculated using the
straight  line method over the  estimated useful life of  the property. For life
and annuity  contracts, premiums  are recognized  as revenues  over the  premium
paying period, whereas commissions and other costs applicable to the acquisition
of  new business are charged to  operations as incurred. Furniture and equipment
acquisitions are capitalized  but treated as  nonadmitted assets. Furniture  and
equipment  depreciation is calculated  on a straight line  basis over the useful
life of the assets.
 
MANAGEMENT AND SERVICE CONTRACTS--
 
The Company has agreements  with Sun Life (Canada)  which provide that Sun  Life
(Canada) will furnish to the Company, as requested, personnel as well as certain
investment  and administrative services on  a cost reimbursement basis. Expenses
under these agreements amounted to approximately $1,741,000 in 1995,  $1,559,000
in 1994 and $1,200,000 in 1993.
 
REINSURANCE--
 
The  Company has agreements with  Sun Life (Canada) which  provide that Sun Life
(Canada) will  reinsure the  mortality and  morbidity risks  of the  group  life
insurance  contracts  and group  long term  disability  contracts issued  by the
Company. Under these agreements, basic  death benefits and long term  disability
benefits  are reinsured on a yearly renewable term basis. The agreements provide
that Sun Life (Canada)  will reinsure the mortality  risks in excess of  $50,000
per  policy for group life  insurance contracts and $3,000  per policy per month
for the group long term disability  contracts ceded by the Company.  Reinsurance
transactions  under these  agreements had the  effect of  increasing income from
operations by approximately $652,000 and  $222,000 for the years ended  December
31, 1995 and 1994, respectively.
 
    The  group life and long term disability reinsurance agreements require that
the reinsurer provide funds in amounts equal to the reserves ceded.
 
                                       21
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
    The following are summarized pro-forma results of operations of the  Company
for  the years ended December 31, 1995 and 1994 before the effect of reinsurance
transactions with Sun Life (Canada).
 
<TABLE>
<CAPTION>
                                                                   YEARS ENDED
                                                                   DECEMBER 31,
                                                                 ----------------
                                                                  1995     1994
                                                                 -------  -------
                                                                    (IN 000'S)
 <S>                                                             <C>      <C>
 Income:
     Premiums, annuity deposits and other revenues               $60,927  $49,473
     Net investment income and realized losses                    19,170   21,976
                                                                 -------  -------
     Subtotal                                                     80,097   71,449
                                                                 -------  -------
 Benefits and expenses:
     Policyholder benefits                                        67,875   57,772
     Other expenses                                                9,509    8,780
                                                                 -------  -------
     Subtotal                                                     77,384   66,552
                                                                 -------  -------
 Income from operations                                          $ 2,713  $ 4,897
                                                                 -------  -------
                                                                 -------  -------
</TABLE>
 
SEPARATE ACCOUNTS--
 
The Company has established unitized separate accounts applicable to  individual
qualified and non-qualified variable annuity contracts.
 
    Assets  and liabilities of the  separate accounts, representing net deposits
and accumulated  net  investment earnings  less  fees, held  primarily  for  the
benefit  of contract  holders, are shown  as separate captions  in the financial
statements. Assets held in the separate accounts are carried at market values.
 
    Deposits to  all separate  accounts are  reported as  increases in  separate
account liabilities and are not reported as revenues. Mortality and expense risk
charges  and surrender  fees incurred by  the separate accounts  are included in
income of the Company.
 
    The Company  has established  a non-unitized  separate account  for  amounts
allocated  to the fixed portion of a certain combination fixed/variable deferred
annuity contract.  The assets  of this  account are  available to  fund  general
account liabilities and general account assets are available to fund liabilities
of this account.
 
    Any  difference between the assets and  liabilities of the separate accounts
is treated as payable to or receivable from the general account of the  Company.
The  amount  receivable from  the  general account  of  the Company  amounted to
$1,037,000 in 1995. The amount payable to the general account of the Company  in
1994 was $1,308,000.
 
OTHER--
 
Income on investments is recognized on the accrual method.
 
    The  reserves for  life insurance,  health insurance  and annuity contracts,
developed by accepted actuarial methods, have been established and maintained on
the basis of  published mortality  and morbidity tables  using assumed  interest
rates  and valuation  methods that  will provide reserves  at least  as great as
those required by law and contract provisions.
 
    Certain reclassifications have been made in the 1994 financial statements to
conform to the classifications used in 1995.
 
                                       22
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
2.  CAPITAL STOCK AND SURPLUS:
On January 2, 1985, the Company issued 2,000 shares of common stock to Sun  Life
of  Canada (U.S.) for $6,000,000. Through December  31, 1995, Sun Life of Canada
(U.S.) has contributed an  additional $25,500,000 to  the Company's capital,  of
which $750,000 was used to establish a special contingency reserve in support of
separate account business as required by New York Insurance Law.
 
3.  BONDS:
The  amortized cost and estimated market value of investments in debt securities
as of December 31, 1995 and 1994 are as follows:
 
<TABLE>
<CAPTION>
                                                      DECEMBER 31, 1995
                                          ------------------------------------------
                                                      GROSS       GROSS     ESTIMATED
                                          AMORTIZED UNREALIZED   UNREALIZED  MARKET
                                            COST      GAINS       LOSSES     VALUE
                                          --------  ----------   --------   --------
                                                           (000'S)
<S>                                       <C>       <C>          <C>        <C>
Long-term bonds:
    United States government and
     government agencies and authorities  $ 11,243    $  327         $10    $ 11,560
    Foreign governments                      1,824       157           0       1,981
    Public utilities                        39,018     1,249          20      40,247
    Transportation                           3,908        45           0       3,953
    Finance                                 14,047       385           6      14,426
    All other corporate bonds               54,949     2,700           0      57,649
                                          --------  ----------       ---    --------
        Total long-term bonds              124,989     4,863          36     129,816
Short-term bonds:
    U.S. Treasury Bills, bankers
     acceptances and commercial paper        7,037         0           0       7,037
                                          --------  ----------       ---    --------
                                          $132,026    $4,863         $36    $136,853
                                          --------  ----------       ---    --------
                                          --------  ----------       ---    --------
</TABLE>
 
<TABLE>
<CAPTION>
                                                       DECEMBER 31, 1994
                                          --------------------------------------------
                                                      GROSS        GROSS      ESTIMATED
                                          AMORTIZED UNREALIZED   UNREALIZED    MARKET
                                            COST      GAINS        LOSSES      VALUE
                                          --------  ----------   ----------   --------
                                                            (000'S)
<S>                                       <C>       <C>          <C>          <C>
Long-term bonds:
    United States government and
     government agencies and authorities  $ 34,300    $   92       $  746     $ 33,646
    Foreign governments                      5,536        44          162        5,418
    Public utilities                        47,125       333          896       46,562
    Transportation                           7,128        53          185        6,996
    Finance                                 14,450        39          270       14,219
    All other corporate bonds               76,372       823        1,347       75,848
                                          --------  ----------   ----------   --------
        Total long-term bonds              184,911     1,384        3,606      182,689
Short-term bonds:
    U.S. Treasury Bills, bankers
     acceptances and commercial paper        3,549         0            0        3,549
                                          --------  ----------   ----------   --------
                                          $188,460    $1,384       $3,606     $186,238
                                          --------  ----------   ----------   --------
                                          --------  ----------   ----------   --------
</TABLE>
 
                                       23
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
3.  BONDS (CONTINUED):
    The amortized cost and estimated market value of bonds at December 31,  1995
and  1994  by contractual  maturity are  shown  below. Expected  maturities will
differ from contractual maturities because borrowers may have the right to  call
or prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
                                             DECEMBER 31, 1995
                                          -----------------------
                                          AMORTIZED   ESTIMATED
                                            COST     MARKET VALUE
                                          ---------  ------------
                                                  (000'S)
<S>                                       <C>        <C>
Maturities are:
    Due in one year or less                $ 33,138    $ 33,410
    Due after one year through five
     years                                   70,212      72,833
    Due after five years through ten
     years                                   16,167      17,283
    Due after ten years                       6,765       7,289
                                          ---------  ------------
        Subtotal                            126,282     130,815
    Mortgage-backed securities                5,744       6,038
                                          ---------  ------------
                                           $132,026    $136,853
                                          ---------  ------------
                                          ---------  ------------
 
<CAPTION>
                                             DECEMBER 31, 1994
                                          -----------------------
                                          AMORTIZED   ESTIMATED
                                            COST     MARKET VALUE
                                          ---------  ------------
                                                  (000'S)
<S>                                       <C>        <C>
Maturities are:
    Due in one year or less                $ 16,291    $ 16,362
    Due after one year through five
     years                                  120,253     118,837
    Due after five years through ten
     years                                   35,577      34,682
    Due after ten years                       8,002       8,130
                                          ---------  ------------
        Subtotal                            180,123     178,011
    Mortgage-backed securities                8,337       8,227
                                          ---------  ------------
                                           $188,460    $186,238
                                          ---------  ------------
                                          ---------  ------------
</TABLE>
 
    A  bond included above with an  amortized cost of approximately $399,000 and
$398,000 at December 31,  1995 and 1994, respectively,  was on deposit with  the
Superintendent of Insurance of the State of New York as required by law.
 
4.  MORTGAGE LOANS:
The  Company invests  in commercial first  mortgage loans  throughout the United
States. The  Company  monitors  the  condition of  the  mortgage  loans  in  its
portfolio.  In those cases  where mortgages have  been restructured, appropriate
provisions have been made. In those cases where, in management's judgement,  the
mortgage loans' values are impaired, appropriate losses are recorded.
 
                                       24
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
4.  MORTGAGE LOANS (CONTINUED):
    The  following  table  shows  the geographic  distribution  of  the mortgage
portfolio.
 
<TABLE>
<CAPTION>
                                            DECEMBER 31,
                                          ----------------
                                           1995     1994
                                          -------  -------
                                              (000'S)
<S>                                       <C>      <C>
New York                                  $14,264  $16,474
California                                  5,076   10,751
Massachusetts                               6,720    8,205
Ohio                                        4,748    4,803
Florida                                     4,020    4,414
All other                                  17,016   18,730
                                          -------  -------
                                          $51,844  $63,377
                                          -------  -------
                                          -------  -------
</TABLE>
 
    As of  December  31,  1995,  the Company  has  restructured  mortgage  loans
totalling $4,891,000, against which there are provisions of $497,000.
 
5.  INVESTMENTS--LOSSES:
 
<TABLE>
<CAPTION>
                                              YEARS ENDED
                                             DECEMBER 31,
                                          -------------------
                                          1995   1994   1993
                                          -----  -----  -----
                                                (000'S)
<S>                                       <C>    <C>    <C>
Realized losses:
Mortgage loans                            $  (1) $(722) $ (96)
Real estate                                 (32)    --     (7)
Stocks                                       --     --     (1)
                                          -----  -----  -----
                                          $ (33) $(722) $(104)
                                          -----  -----  -----
                                          -----  -----  -----
Changes in unrealized losses:
Mortgage loans                            $(672) $   0  $   0
                                          -----  -----  -----
                                          -----  -----  -----
</TABLE>
 
    Realized  capital gains  and losses on  bonds and mortgages  which relate to
changes in levels of interest rate risk  are charged or credited to an  interest
maintenance  reserve and  amortized into  income over  the remaining contractual
life of the security sold. The  realized capital gains credited to the  interest
maintenance  reserve were  $960,000, $936,000 and  $1,081,000 in  1995, 1994 and
1993, respectively. All gains are net of applicable taxes.
 
                                       25
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
6.  INVESTMENT INCOME:
Net investment income consisted of:
 
<TABLE>
<CAPTION>
                                          YEARS ENDED DECEMBER 31,
                                          -------------------------
                                           1995     1994     1993
                                          -------  -------  -------
                                                   (000'S)
<S>                                       <C>      <C>      <C>
Interest income from bonds                $13,020   15,562  $18,180
Interest income from mortgage loans         5,882    6,875    7,290
Real estate investment income (loss)          (52)     (85)     572
Other investment income                       170      117       69
                                          -------  -------  -------
    Gross investment income                19,020   22,469   26,111
Investment expenses                           570      522      829
                                          -------  -------  -------
                                          $18,450  $21,947  $25,282
                                          -------  -------  -------
                                          -------  -------  -------
</TABLE>
 
7.  WITHDRAWAL CHARACTERISTICS OF ANNUITY ACTUARIAL RESERVES AND DEPOSIT
LIABILITIES:
Withdrawal characteristics  of  general  account and  separate  account  annuity
reserves and deposits:
<TABLE>
<CAPTION>
                                          DECEMBER 31, 1995
                                          -----------------
                                                     % OF
                                           AMOUNT    TOTAL
                                          --------  -------
                                               (000'S)
<S>                                       <C>       <C>
Subject to discretionary withdrawal
  --with market value adjustment          $ 81,085    16.9%
  --at book value less surrender charges
   (surrender charge > 5%)                 103,767    21.6%
  --at book value (minimal or no charge
   or adjustment)                          275,075    57.3%
Not subject to discretionary withdrawal
 provision                                  20,181     4.2%
                                          --------  -------
Total annuity actuarial reserves and
 deposit liabilities                      $480,108   100.0%
                                          --------  -------
                                          --------  -------
 
<CAPTION>
 
                                          DECEMBER 31, 1994
                                          -----------------
                                                     % OF
                                           AMOUNT    TOTAL
                                          --------  -------
                                               (000'S)
<S>                                       <C>       <C>
Subject to discretionary withdrawal
  --with market value adjustment          $ 35,768     7.7%
  --at book value less surrender charges
   (surrender charge > 5%)                 181,770    39.3%
  --at book value (minimal or no charge
   or adjustment)                          226,854    49.1%
Not subject to discretionary withdrawal
 provision                                  17,994     3.9%
                                          --------  -------
Total annuity actuarial reserves and
 deposit liabilities                      $462,386   100.0%
                                          --------  -------
                                          --------  -------
</TABLE>
 
8.  RETIREMENT PLANS:
The Company participates with Sun Life (Canada) and Sun Life of Canada (U.S.) in
a  non-contributory  defined  benefit  pension  plan  covering  essentially  all
employees. The benefits are based on years of service and compensation.
 
                                       26
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
8.  RETIREMENT PLANS (CONTINUED):
    The funding policy for the pension plan is to contribute an amount which  at
least satisfies the minimum amount required by ERISA. The Company is charged for
its  share of the pension cost based upon its covered participants. Pension plan
assets consist principally of  a variable accumulation fund  contract held in  a
separate account of Sun Life (Canada).
 
    On  January 1, 1994,  the Company adopted  Statement of Financial Accounting
Standard No. 87,  "Employers Accounting  for Pensions," which  is in  accordance
with generally accepted accounting principles.
 
    The  following table sets forth the funded  status for the pension plan (for
Sun Life (Canada), Sun Life of  Canada (U.S.), Sun Investment Services  Company,
another  wholly-owned subsidiary of Sun Life  of Canada (U.S.), and the Company)
at December 31, 1995 and 1994:
 
<TABLE>
<CAPTION>
                                          TOTAL PENSION PLAN
                                          ------------------
                                            1995      1994
                                          --------  --------
                                               (000'S)
<S>                                       <C>       <C>
Actuarial present value of benefit
 obligations:
Vested benefit obligations                $(40,949) $(38,157)
Accumulated benefit obligation             (42,452)  (39,686)
                                          --------  --------
                                          --------  --------
Projected benefit obligation for service
 rendered to date                         $(60,885) $(53,494)
Plan assets at fair value                  117,178   101,833
                                          --------  --------
Difference between plan assets and
 projected benefit obligations              56,293    48,339
Unrecognized net (gain) loss from past
 experience different from that assumed
 and effects of changes in assumptions      (9,016)   (1,238)
Unrecognized net asset at January 1,
 1994 being recognized
 over 17 years                             (30,842)  (32,898)
                                          --------  --------
(Accrued) prepaid pension cost included
 in other assets                          $ 16,435  $ 14,203
                                          --------  --------
                                          --------  --------
</TABLE>
 
    The components of the 1995 and 1994 pension cost for the pension plan were:
 
<TABLE>
<CAPTION>
                                           TOTAL PENSION PLAN
                                          ---------------------
                                           1995        1994
                                          -------  ------------
                                                 (000'S)
<S>                                       <C>      <C>
Service cost                              $ 3,390    $ 2,847
Interest cost                               4,051      3,769
Actual return on plan assets              (16,388)    (8,294)
Net amortization and deferral               6,715       (817)
                                          -------  ------------
Net pension income                        $(2,232)   $(2,495)
                                          -------  ------------
                                          -------  ------------
</TABLE>
 
    The Company's share of the group's accrued pension cost at December 31, 1995
and 1994  was $97,000  and $79,000,  respectively. The  Company's share  of  net
periodic pension cost was $18,000 and $79,000, respectively.
 
    The discount rate and rate of increase in future compensation levels used in
determining the actuarial present value of the projected benefit obligation were
7.5% and 4.5%, respectively. The expected long-term rate of return on assets was
7.5%.
 
                                       27
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
8.  RETIREMENT PLANS (CONTINUED):
    The  Company also  participates with Sun  Life (Canada), Sun  Life of Canada
(U.S.) and certain affiliates in a  401(k) savings plan for which  substantially
all  employees  are  eligible. The  Company  matches, up  to  specified amounts,
employees' contributions  to  the  plan. Employer  contributions  were  $21,000,
$17,000  and  $14,000 for  the years  ended  December 31,  1995, 1994  and 1993,
respectively.
 
9.  OTHER POST-RETIREMENT BENEFIT PLANS:
In addition to pension benefits the Company provides certain health, dental  and
life  insurance benefits ("post-retirement benefits")  for retired employees and
dependents. Substantially all employees may  become eligible for these  benefits
if  they reach normal  retirement age while  working for the  Company, or retire
early upon satisfying an  alternate age plus  service condition. Life  insurance
benefits are generally set at a fixed amount.
 
    Effective  January  1,  1993,  the Company  adopted  Statement  of Financial
Accounting  Standards  No.  106  (SFAS  No.  106),  "Employers  Accounting   for
Post-retirement Benefits other than Pensions." SFAS No. 106 requires the Company
to  accrue the estimated cost  of retiree benefit payments  during the years the
employee provides service.  SFAS No.  106 allows recognition  of the  cumulative
effect  of the  liability in  the year  of adoption  or the  amortization of the
obligation over a period of up to 20 years. The Company has elected to recognize
this obligation  of  approximately $52,000  over  a  period of  ten  years.  The
Company's  cash flows are  not affected by implementation  of this standard, but
implementation decreased  net income  by  $7,000 in  1995,  $5,000 in  1994  and
$14,000  in 1993. The Company's post-retirement  health care plans currently are
not funded.
 
    The following table  sets forth  the plan's funded  status, reconciled  with
amounts recognized in the Company's balance sheet:
 
<TABLE>
<CAPTION>
                                             DECEMBER 31,
                                          ------------------
                                            1995      1994
                                          --------  --------
<S>                                       <C>       <C>
Accumulated post-retirement benefit
 obligation:
Retirees                                  $      0  $      0
Fully eligible active plan participants          0         0
Other active plan participants             (19,000)  (11,000)
                                          --------  --------
  Total                                    (19,000)  (11,000)
Plan assets at market value                      0         0
                                          --------  --------
Accumulated post-retirement benefit
 obligation in excess of plan assets       (19,000)  (11,000)
Unrecognized gains from past experience    (44,000)  (50,000)
Unrecognized transition obligation          37,000    42,000
                                          --------  --------
Accrued post-retirement benefit cost      $(26,000) $(19,000)
                                          --------  --------
                                          --------  --------
</TABLE>
 
                                       28
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
9.  OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED):
    Net periodic post-retirement benefit cost components:
 
<TABLE>
<CAPTION>
                                            YEARS ENDED
                                            DECEMBER 31,
                                          ----------------
                                           1995     1994
                                          -------  -------
<S>                                       <C>      <C>
Service cost--benefits earned             $ 5,000  $ 3,000
Interest cost on accumulated
 post-retirement benefit obligation         1,000    1,000
Amortization of transition obligation       5,000    5,000
Net amortization and deferral              (4,000)  (4,000)
                                          -------  -------
Net periodic post-retirement benefit
 cost                                     $ 7,000  $ 5,000
                                          -------  -------
                                          -------  -------
</TABLE>
 
    The  discount  rate  used  in  determining  the  accumulated post-retirement
benefit obligation was 7.5% in 1995 and 8.0% in 1994 and the assumed health care
cost trend rate  was 12.0% graded  to 6% over  10 years after  which it  remains
constant.
 
    The  health care cost trend rate assumption  has a significant effect on the
amounts reported. To illustrate, increasing  the assumed health care cost  trend
rates  by one percentage  point in each year  would increase the post-retirement
benefit obligation as of December 31,  1995 by $8,000 and the estimated  service
and  interest cost components  of the net  periodic post-retirement benefit cost
for 1995 by $3,000.
 
10. FAIR VALUE OF FINANCIAL INSTRUMENTS:
The following  table  presents the  carrying  amounts  and fair  values  of  the
Company's financial instruments at December 31, 1995 and 1994:
 
<TABLE>
<CAPTION>
                                                      1995                            1994
                                          -----------------------------   -----------------------------
                                             CARRYING                        CARRYING
                                              AMOUNT        FAIR VALUE        AMOUNT        FAIR VALUE
                                          --------------   ------------   --------------   ------------
                                                                     (000'S)
<S>                                       <C>              <C>            <C>              <C>
ASSETS
Bonds                                        $132,026        $  136,853      $188,460        $  186,238
Mortgages                                      51,844            53,718        63,377            63,193
                                          --------------   ------------   --------------   ------------
Total                                        $183,870        $  190,571      $251,837        $  249,431
                                          --------------   ------------   --------------   ------------
                                          --------------   ------------   --------------   ------------
LIABILITIES
Individual annuities                         $138,661        $  137,463      $221,675        $  200,582
                                          --------------   ------------   --------------   ------------
                                          --------------   ------------   --------------   ------------
</TABLE>
 
    The  major methods  and assumptions  used in  estimating the  fair values of
financial instruments are as follows:
 
    The fair values of short-term bonds are estimated to be the amortized  cost.
The  fair values  of long-term  bonds which are  publicly traded  are based upon
market prices or  dealer quotes.  For privately  placed bonds,  fair values  are
estimated  using prices  for publicly  traded bonds  of similar  credit risk and
maturity and repayment characteristics.
 
    The fair values of  the Company's general  account reserves and  liabilities
under  investment-type contracts  (insurance and  annuity contracts  that do not
involve mortality or morbidity risks)  are estimated using discounted cash  flow
analyses or surrender values. Those contracts that are deemed to have short-term
guarantees have a carrying amount equal to the estimated market value.
 
                                       29
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
10. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED):
    The  fair values of mortgages are estimated by discounting future cash flows
using current  rates at  which similar  loans would  be made  to borrowers  with
similar credit ratings and for the same maturities.
 
11. STATUTORY INVESTMENT VALUATION RESERVES:
The asset valuation reserve (AVR) provides a reserve for losses from investments
in  bonds, stocks,  mortgage loans, real-estate  and other  invested assets with
related increases or decreases being recorded directly to surplus.
 
    Realized capital gains  and losses on  bonds and mortgages  which relate  to
changes  in levels of interest rate risk  are charged or credited to an interest
maintenance  reserve  (IMR)  and  amortized  into  income  over  the   remaining
contractual life of the security sold.
 
    The  table shown below presents changes in the major elements of the AVR and
IMR.
 
<TABLE>
<CAPTION>
                                               1995            1994
                                          --------------  --------------
                                           AVR     IMR     AVR     IMR
                                          ------  ------  ------  ------
                                             (000'S)         (000'S)
<S>                                       <C>     <C>     <C>     <C>
Balance, beginning of year                $1,764  $1,778  $1,904  $1,920
Realized capital gains (losses), net of
 tax                                         (22)    624    (127)    609
Amortization of investment gains               0    (754)      0    (751)
Unrealized investment losses                (672)      0    (527)      0
Required by formula                          476       0     514       0
                                          ------  ------  ------  ------
Balance, end of year                      $1,546  $1,648  $1,764  $1,778
                                          ------  ------  ------  ------
                                          ------  ------  ------  ------
</TABLE>
 
12. LIABILITY FOR UNPAID CLAIMS AND CLAIM ADJUSTMENT EXPENSE:
Activity in the  liability for  unpaid claims  and claim  adjustment expense  is
summarized below.
 
<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                                                     -------------------------
                                                      1995     1994     1993
                                                     -------  -------  -------
                                                              (000'S)
 <S>                                                 <C>      <C>      <C>
 Balance at January 1                                $ 2,322  $ 1,648  $   659
 Claims Incurred                                       4,789    2,930    2,587
 Claims Paid                                          (2,791)  (2,256)  (1,598)
                                                     -------  -------  -------
 Balance at December 31                              $ 4,320  $ 2,322  $ 1,648
                                                     -------  -------  -------
                                                     -------  -------  -------
</TABLE>
 
    The  information presented  above includes  unpaid benefit  claims and claim
adjustment expenses for the group life and group long term disability contracts.
As of December 31, 1995 and 1994 the unpaid claim and claim adjustment liability
for these contracts is included in Policy Reserves on the Balance Sheet.
 
13. FEDERAL INCOME TAXES:
The Company files  a consolidated  federal income tax  return with  Sun Life  of
Canada  (U.S.) and other  affiliates. Federal income taxes  are calculated as if
the Company filed a return as a separate company. No provision is recognized for
timing differences  which  may exist  between  financial statement  and  taxable
 
                                       30
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
13. FEDERAL INCOME TAXES (CONTINUED):
income.  Such differences include  reserves, depreciation and  accrual of market
discount on bonds. The Company made cash  payments to Sun Life of Canada  (U.S.)
of $2,421,000, $725,000 and $3,472,000 during 1995, 1994 and 1993, respectively.
 
14. LEASE COMMITMENTS:
The  Company leases two separate facilities for its annuity operations and group
sales office. Both leases commenced in March, 1994.
 
    Future minimum lease commitments are as follows:
 
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,           AMOUNT
- --------------------  --------
<S>                   <C>
      (000'S)
1996                  $   225
1997                      225
1998                      225
1999                      221
2000                      221
Thereafter                823
                      --------
Total                 $ 1,940
                      --------
                      --------
</TABLE>
 
    Rent expense under these and prior leases in 1995, 1994 and 1993 amounted to
$336,000, $307,000 and $286,000, respectively.
 
15. RISK-BASED CAPITAL:
Effective December 31, 1993 the NAIC adopted risk-based capital requirements for
life insurance companies. The risk-based  capital requirements provide a  method
for  measuring the  minimum acceptable  amount of  adjusted capital  that a life
insurer should have, as determined under statutory accounting practices,  taking
into  account  the risk  characteristics of  its  investments and  products. The
Company has met the minimum risk-based capital requirements for 1995 and 1994.
 
16. NEW ACCOUNTING PRONOUNCEMENT:
In April  1993, the  Financial  Accounting Standards  Board (FASB)  issued  FASB
Interpretation   No.  40,   "Applicability  of   Generally  Accepted  Accounting
Principles to  Mutual Life  Insurance  and Other  Enterprises." Under  this  new
interpretation, annual financial statements of mutual life insurance enterprises
for  fiscal  years beginning  after  December 15,  1992,  shall provide  a brief
description that  financial  statements  prepared  on  the  basis  of  statutory
accounting  practices will no longer be described as prepared in conformity with
generally  accepted  accounting  principles.  In  January  1995,  Statement   of
Financial Accounting Standards No. 120 (SFAS No. 120), "Accounting and Reporting
by  Mutual Life  Insurance Enterprises  for Certain  Long Duration Participating
Contracts" was issued. SFAS No. 120 delays the effective date of  Interpretation
No. 40 until fiscal years beginning after December 15, 1995.
 
    Beginning  In 1996, the  Company will file  financial statements prepared in
accordance with  all applicable  pronouncements that  define generally  accepted
accounting principles for all enterprises.
 
                                       31
<PAGE>
INDEPENDENT AUDITORS' REPORT
 
TO THE BOARD OF DIRECTORS AND STOCKHOLDER
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
WELLESLEY HILLS, MASSACHUSETTS
 
    We  have audited the  accompanying balance sheets of  Sun Life Insurance and
Annuity Company of  New York (a  wholly-owned subsidiary of  Sun Life  Assurance
Company  of Canada) as of December 31, 1995 and 1994, and the related statements
of operations, capital stock and surplus, and  cash flows for each of the  three
years  in the period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express  an
opinion on these financial statements based on our audits.
 
    We  conducted  our audits  in  accordance with  generally  accepted auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also  includes
assessing  the  accounting principles  used  and significant  estimates  made by
management, as well as evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
    In  our opinion, such  financial statements present  fairly, in all material
respects, the financial  position of  the Company as  of December  31, 1995  and
1994, and the results of its operations and its cash flows for each of the three
years  in  the period  ended  December 31,  1995,  in conformity  with generally
accepted accounting principles.
 
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 7, 1996
 
                                       32
<PAGE>
                                   APPENDIX A
                               THE FIXED ACCOUNT
 
    THAT PORTION OF THE CONTRACT RELATING TO THE FIXED ACCOUNT IS NOT REGISTERED
UNDER  THE SECURITIES  ACT OF  1933 ("1933  ACT") AND  THE FIXED  ACCOUNT IS NOT
REGISTERED AS AN  INVESTMENT COMPANY UNDER  THE INVESTMENT COMPANY  ACT OF  1940
("1940  ACT"). ACCORDINGLY, NEITHER THE FIXED  ACCOUNT NOR ANY INTERESTS THEREIN
ARE SUBJECT TO THE PROVISIONS OR RESTRICTIONS  OF THE 1933 ACT OR THE 1940  ACT,
AND  THE DISCLOSURE IN THIS APPENDIX A HAS NOT BEEN REVIEWED BY THE STAFF OF THE
SECURITIES AND EXCHANGE COMMISSION. HOWEVER, THE FOLLOWING DISCLOSURE ABOUT  THE
FIXED  ACCOUNT MAY BE SUBJECT TO  CERTAIN GENERALLY APPLICABLE PROVISIONS OF THE
FEDERAL SECURITIES LAWS REGARDING THE ACCURACY AND COMPLETENESS OF DISCLOSURE.
 
A WORD ABOUT THE FIXED ACCOUNT
 
    The Fixed Account is  made up of  all of the general  assets of the  Company
other  than those allocated  to any separate account.  Purchase Payments will be
allocated to the Fixed Account as elected  by the Owner at the time of  purchase
or  as subsequently  changed. The  Company will invest  the assets  of the Fixed
Account in those  assets chosen by  the Company and  allowed by applicable  law.
Investment  income from such Fixed Account  assets will be allocated between the
Company and the contracts participating in the Fixed Account, in accordance with
the terms of such contracts.
 
    Annuity payments made to Annuitants under the Contracts will not be affected
by the mortality experience (death rate)  of persons receiving such payments  or
of  the general population. The Company  assumes this "mortality risk" by virtue
of annuity  rates incorporated  in  the Contract  which  cannot be  changed.  In
addition,  the  Company  guarantees  that  it  will  not  increase  charges  for
maintenance of the Contracts regardless of its actual expenses.
 
    Investment income from the Fixed  Account allocated to the Company  includes
compensation  for mortality and expense risks borne by the Company in connection
with Fixed Account Contracts. The Company  expects to derive a profit from  this
compensation.  The amount of  such investment income  allocated to the Contracts
will vary from year to year in the sole discretion of the Company. However,  the
Company  guarantees that it will  credit interest at a rate  of not less than 4%
per year, compounded annually, to amounts  allocated to the Fixed Account  under
the  Contracts. The Company  may credit interest at  a rate in  excess of 4% per
year; however, the Company is not obligated to credit any interest in excess  of
4%  per  year. There  is no  specific  formula for  the determination  of excess
interest credits. Such credits, if any, will be determined by the Company  based
on  information as to expected  investment yields. Some of  the factors that the
Company may  consider  in determining  whether  to credit  interest  to  amounts
allocated  to  the Fixed  Account and  the amount  thereof are  general economic
trends, rates of  return currently  available and anticipated  on the  Company's
investments,  regulatory  and  tax  requirements  and  competitive  factors. ANY
INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT IN EXCESS OF 4%  PER
YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF THE COMPANY. THE OWNER ASSUMES
THE  RISK THAT INTEREST CREDITED TO FIXED ACCOUNT ALLOCATIONS MAY NOT EXCEED THE
MINIMUM GUARANTEE OF 4% FOR ANY GIVEN YEAR.
 
    The Company is aware  of no statutory limitations  on the maximum amount  of
interest  it may  credit, and  the Board  of Directors  has set  no limitations.
However, inherent in the Company's exercise of discretion in this regard is  the
equitable  allocation of  distributable earnings  and surplus  among its various
policyholders and contract owners and to its sole stockholder.
 
    Excess interest, if any, will be  credited on the fixed accumulation  value.
The  Company guarantees that, at any time, the fixed accumulation value will not
be less than  the amount of  Purchase Payments allocated  to the Fixed  Account,
plus  interest  at  the rate  of  4%  per year,  compounded  annually,  plus any
additional interest which  the Company  may, in  its discretion,  credit to  the
Fixed  Account, less  the sum of  all administrative or  withdrawal charges, any
applicable premium  taxes,  and  less  any amounts  surrendered.  If  the  Owner
surrenders  the Contract,  the amount available  from the Fixed  Account will be
reduced by any applicable
 
                                       33
<PAGE>
withdrawal charge (see "Withdrawal Charges" in the Prospectus). In no event will
the portion of the contract maintenance  charge that is deducted from the  Fixed
Account  cause the  Contract's fixed accumulation  value (adjusted  for any cash
withdrawals) to increase by less than 4% per year.
 
    If on  any  Contract Anniversary  the  rate  at which  the  Company  credits
interest  to amounts allocated to  the Fixed Account under  the Contract is less
than 80% of the  average discount rate on  52-week United States Treasury  Bills
for  the most  recent auction  prior to  the Contract  Anniversary on  which the
declared interest rate becomes applicable,  then during the 45-day period  after
the  Contract  Anniversary the  Owner  may elect  to  receive the  value  of the
Contract's Accumulation Account without assessment of a withdrawal charge.  Such
withdrawal  may, however, result  in adverse tax  consequences (see "Federal Tax
Status").
 
    The Company reserves  the right to  defer the payment  of amounts  withdrawn
from  the Fixed  Account for  a period not  to exceed  six months  from the date
written request for such withdrawal is received by the Company.
 
FIXED ACCUMULATION VALUE
(1) CREDITING FIXED ACCUMULATION UNITS
 
    Upon receipt of a Purchase Payment by  the Company, all or that portion,  if
any,  of  the net  Purchase  Payment to  be allocated  to  the Fixed  Account in
accordance with  the allocation  factor  will be  credited to  the  Accumulation
Account   in  the  form  of  Fixed  Accumulation  Units.  The  number  of  Fixed
Accumulation Units to be  credited is determined by  dividing the dollar  amount
allocated  to the  Fixed Account  by the Fixed  Accumulation Unit  value for the
Contract for the Valuation Period during which the Purchase Payment is  received
by the Company.
 
(2) FIXED ACCUMULATION UNIT VALUE
 
    A  Fixed  Accumulation Unit  value is  established at  $10.00 for  the first
Valuation Period of the calendar month in which the Contract is issued and  will
increase  for  each  successive Valuation  Period  as interest  is  accrued. All
Contracts issued in  a particular  calendar month and  at a  particular rate  of
interest, as specified in advance by the Company from time to time, will use the
same  series of  Fixed Accumulation  Unit values  throughout the  first Contract
Year.
 
    At the first Contract Anniversary the Fixed Accumulation Units credited to a
Contract's Accumulation Account  will be exchanged  for a second  type of  Fixed
Accumulation  Unit with an equal aggregate value.  The value of this second type
of Fixed Accumulation Unit will increase  for each Valuation Period during  each
Contract  Year as interest is accrued at a rate which shall have been determined
by the Company prior to the first day of each Contract Year.
 
    The Company  will  credit  interest to  the  Contract's  Fixed  Accumulation
Account  at a rate of  not less than 4% per  year, compounded annually. Once the
rate applicable to a specific Contract is established by the Company, it may not
be changed for the balance of the Contract Year. Additional Payments made during
the Contract Year will be credited with interest for the balance of the Contract
Year at the rate applicable  at the beginning of  that Contract Year. The  Fixed
Accumulation  Unit value for the Contract for  any Valuation Period is the value
determined as of the end of such Valuation Period.
 
(3) FIXED ACCUMULATION VALUE
 
    The fixed accumulation value of a Contract, if any, for any Valuation Period
is equal  to  the  value  of  the  Fixed  Accumulation  Units  credited  to  the
Accumulation Account for such Valuation Period.
 
LOANS FROM THE FIXED ACCOUNT
 
    Loans  will be permitted from the  Contract's Fixed Accumulation Account (to
the  extent  permitted  by  the  retirement  plan  for  which  the  Contract  is
purchased). The maximum loan amount is the amount determined under the Company's
maximum  loan formula  for qualified plans.  The minimum loan  amount is $1,000.
Loans will be secured by a security interest in the Contract. Loans are  subject
to applicable retirement
 
                                       34
<PAGE>
program  legislation and their  taxation is determined  under the federal income
tax laws. The amount borrowed will  be transferred to a fixed minimum  guarantee
accumulation  account  in the  Company's general  account  where it  will accrue
interest at  a  specified  rate  below the  then  current  loan  interest  rate.
Generally, loans must be repaid within five years.
 
    The  amount of the death benefit, the amount payable on a full surrender and
the amount applied to provide an  annuity on the Annuity Commencement Date  will
be  reduced  to  reflect any  outstanding  loan balance  (plus  accrued interest
thereon). Partial withdrawals may be restricted by the maximum loan limitation.
 
FIXED ANNUITY PAYMENTS
 
    The dollar  amount of  each  fixed annuity  payment  will be  determined  in
accordance  with the annuity payment rates found in the Contract which are based
on a minimum guaranteed interest rate of  4% per year, or, if more favorable  to
the  Payee(s), in accordance with the  Single Premium Immediate Settlement Rates
published by the Company and in use on the Annuity Commencement Date.
 
                                   APPENDIX B
 
ILLUSTRATIVE EXAMPLE OF VARIABLE ACCUMULATION UNIT VALUE CALCULATIONS
 
    Suppose the  net asset  value of  a Fund  share at  the end  of the  current
Valuation  Period is $18.38;  at the end of  the immediately preceding Valuation
Period is $18.32; the Valuation Period is one day; no dividends or distributions
caused Fund  shares to  go "ex-dividend"  during the  current Valuation  Period.
$18.38  divided by $18.32 is 1.00327511. Subtracting the one day risk factor for
mortality and expense risks  of .00003539 (the daily  equivalent of the  current
charge  of 1.3% on an annual basis) gives a net investment factor of 1.00323972.
If the value  of the Variable  Accumulation Unit for  the immediately  preceding
Valuation Period had been 14.5645672, the value for the current Valuation Period
would be 14.6117523 (14.5645672 x 1.00323972).
 
ILLUSTRATIVE EXAMPLE OF VARIABLE ANNUITY PAYMENT CALCULATIONS
 
    Suppose  the circumstances of the  first example exist, and  the value of an
Annuity Unit for the immediately preceding Valuation Period had been 12.3456789.
If the first variable annuity payment is determined by using an annuity  payment
based  on an assumed interest rate of 4% per year, the value of the Annuity Unit
for the current Valuation Period would be 12.3843446 (12.3456789 x 1.00323972  x
0.99989255).
 
ILLUSTRATIVE EXAMPLE OF VARIABLE ANNUITY PAYMENT CALCULATIONS
 
    Suppose  that the  Accumulation Account of  a deferred  Contract is credited
with 8,765.4321 Variable Accumulation Units  of a particular Sub-Account but  is
not  credited with any Fixed Accumulation  Units; that the Variable Accumulation
Unit value and  the Annuity Unit  value for the  particular Sub-Account for  the
Valuation  Period which ends immediately preceding the Annuity Commencement Date
are 14.5645672 and 12.3456789, respectively;  that the annuity payment rate  for
the  age and option elected is $6.78 per $1,000; and that the Annuity Unit value
on the day prior to the second variable annuity payment date is 12.3843446.  The
first  variable annuity payment would be  $865.57(8,765.4321 x 14.5645672 x 6.78
divided by  1,000).  The number  of  Annuity  Units credited  would  be  70.1112
($865.57 divided by 12.3456789) and the second variable annuity payment would be
$868.28 (70.1112 x 12.3843446).
 
                                       35
<PAGE>
                                   APPENDIX C
                       WITHDRAWALS AND WITHDRAWAL CHARGES
 
    Suppose, for example, that the initial Purchase Payment under a Contract was
$2,000, and that $2,000 Purchase Payments were made on each Contract Anniversary
thereafter.  The maximum free withdrawal amount would be $200, $400, $600, $800,
and $1,000 in Contract Years 1, 2, 3, 4, and 5, respectively; these amounts  are
determined  as 10%  of the  new Payments  (as new  Payments are  defined in each
Contract Year).
 
    In years after the 5th the maximum free withdrawal amount will be  increased
by  any  old Payments  which have  not already  been liquidated.  Continuing the
example, consider a partial  withdrawal of $4,500 made  during the 7th  Contract
Year.  Let us  consider this withdrawal  under two sets  of circumstances, first
where there were  no previous partial  withdrawals, and second  where there  had
been an $800 cash withdrawal payment made in the 5th Contract Year.
 
        1. In  the first instance,  there were no  previous partial withdrawals.
           The maximum free withdrawal amount in  the 7th Contract Year is  then
           $5,000, which consists of $4,000 in old Payments ($2,000 from each of
           the  first two Contract Years) and $1,000  as 10% of the new Payments
           in years 3-7. Because the $4,500 partial withdrawal is less than  the
           maximum  free withdrawal amount of $5,000, no withdrawal charge would
           be imposed.
 
           This withdrawal would liquidate the Purchase Payments which were made
           in Contract Years 1 and 2,  and would liquidate $500 of the  Purchase
           Payment which was made in Contract Year 3.
 
        2. In the second instance, an $800 cash withdrawal payment had been made
           in  the 5th  Contract Year. Because  the cash  withdrawal payment was
           less than  the  $1,000 maximum  free  withdrawal amount  in  the  5th
           Contract  year, no surrender charge would have been imposed. The $800
           cash withdrawal payment  would have liquidated  $800 of the  Purchase
           Payment in the 1st Contract Year.
 
           As  a  consequence, the  maximum free  withdrawal  amount in  the 7th
           Contract Year is only  $4,200, consisting of  $3,200 in old  Payments
           ($1,200  remaining from year 1 and $2,000  from year 2) and $1,000 as
           10% of new Payments. A $4,500 partial withdrawal exceeds the  maximum
           free  withdrawal amount by $300. Therefore  the amount subject to the
           withdrawal charge is $300 and the  withdrawal charge is $300 X  0.05,
           or  $15.  The amount  of the  cash withdrawal  payment is  the $4,500
           partial withdrawal, minus the $15  withdrawal charge, or $4,485.  The
           $4,500   partial  withdrawal  would  be  charged  to  the  Contract's
           Accumulation Account in the form of cancelled Accumulation Units.
 
           This  withdrawal  would  liquidate  the  remaining  $1,200  from  the
           Purchase Payment in Contract Year 1, the full $2,000 Purchase Payment
           from Contract Year 2, and $1,300 of the Payment from Contract Year 3.
 
        Suppose  that the Owner of the Contract  wanted to make a full surrender
    of the  Contract in  year 7  instead  of a  $4,500 partial  withdrawal.  The
    consequences would be as follows:
 
        1. In  the first instance, where there  were no previous cash withdrawal
           payments, we know from above that the maximum free withdrawal  amount
           in  the  7th Contract  Year is  $5,000. The  sum of  the old  and new
           Payments not  previously  liquidated  is $14,000  ($2,000  from  each
           Contract  Year). The amount subject to  the withdrawal charge is thus
           $9,000. The withdrawal charge on full surrender would then be  $9,000
           X 0.05 or $450.
 
        2. In  the second instance, where $800 had previously been withdrawn, we
           know from above that  the maximum free withdrawal  amount in the  7th
           Contract  Year  is  $4,200.  The  sum of  old  and  new  Payments not
           previously liquidated is $14,000 less  the $800 which was  previously
           liquidated,  or $13,200. The amount  subject to the withdrawal charge
           is still  $9,000  ($13,200-$4,200).  The withdrawal  charge  on  full
           surrender would thus be the same as in the first example.
 
                                       36
<PAGE>
                           SUN LIFE INSURANCE AND ANNUITY COMPANY
                             OF NEW YORK
                           Annuity Service Mailing Address:
                           80 Broad Street
                           New York, New York 10004
 
                           GENERAL DISTRIBUTOR
                           Clarendon Insurance Agency, Inc.
                           500 Boylston Street
                           Boston, Massachusetts 02116
 
                           LEGAL COUNSEL
                           Covington & Burling
                           1201 Pennsylvania Avenue, N.W.
                           P.O. Box 7566
                           Washington, D.C. 20044
 
                           AUDITORS
                           Deloitte & Touche LLP
                           125 Summer Street
                           Boston, Massachusetts 02110
 
   
                            CO1NY-13 5/96
    
<PAGE>
                             PART C

                        OTHER INFORMATION

Item 24.  FINANCIAL STATEMENTS AND EXHIBITS

     (a)  The following Financial Statements are included in this
Amendment to the Registration Statement:

Included in Part A:

A.    Condensed Financial Information--Accumulation Unit Values.

Included in Part B:

A.   Financial Statements of the Registrant:
   
     1.    Statement of Condition, December 31, 1995;

     2.    Statement of Operations, Year Ended December 31, 1995;

     3.    Statements of Changes in Net Assets, Years Ended
           December 31, 1995 and 1994;
    
     4.    Notes to Financial Statements; and

     5.    Independent Auditors' Report.

B.   Financial Statements of the Depositor:
   
     1.    Balance Sheets, December 31, 1995 and 1994;

     2.    Statements of Operations, Years Ended December 31,
           1995, 1994 and 1993;

     3.    Statements of Capital Stock and Surplus, Years Ended
           December 31, 1995, 1994 and 1993;

     4.    Statements of Cash Flows, Years Ended December 31,
           1995, 1994 and 1993;
    
     5.    Notes to Financial Statements; and

     6.    Independent Auditors' Report. 

<PAGE>

     (b)   The following Exhibits are incorporated in this
Amendment to the Registration Statement by reference unless
otherwise indicated:

     (1)   Resolution of the Board of Directors of the depositor
dated December 3, 1984, authorizing the establishment of the
Registrant (filed as Exhibits A.(1) to the Registration State-
ment on Form N-8B-2, File No. 811-4184);

     (2)   Not applicable;

     (3)   (a)  Marketing Coordination and Administrative
Services Agreement between the depositor, Massachusetts Financial
Services  Company and Clarendon Insurance Agency, Inc. dated
December 3, 1984 (filed as Exhibit A.(3)(a) to the Registration
Statement on Form N-8B-2);

           (b)(i)    Specimen Sales Operations and General Agent
Agreement;

           (b)(ii)   Specimen Broker-Dealer Supervisory and
Service Agreement;

           (b)(iii)  Specimen Registered Representatives Agent
Agreement (filed as Exhibits A.(3)(b)(i), A.(3)(b)(ii) and
A.(3)(b)(iii), respectively, to the Registration Statement on Form N-8B-2);

     (4)   Flexible Payment Deferred Combination Variable and Fixed Annuity 
Contract (filed as Exhibit A.(5) to Amendment No. 2 to the Registration 
Statement on Form N-8B-2):

     (5)   Form of Application used with the variable annuity
contract filed as Exhibit (4) (filed as Exhibit A.(10) to
Amendment No. 2 to the Registration Statement on Form N-8B2);

     (6)   Declaration of Intent and Charter and the By-laws of
the depositor (filed as Exhibits A.(6)(a) and A.(6)(b),
respectively, to the Registration Statement on Form N-8B-2);

     (7)   Not Applicable;

     (8)   Service Agreement between the depositor and Massa-
chusetts Financial Services Company dated December 3, 1984 (filed
as Exhibit A.(8)(a) to the Registration Statement on Form N-8B-2);

     (9)   Opinion of Counsel and Consent to its use as to the
legality of the securities being registered (filed as Exhibit 3
to Pre-Effective Amendment No. 1 to the Registration Statement of
the Registrant on Form S-6 Reg. No. 2-95002);

<PAGE>

     (10)  (a)  Consent of Deloitte & Touche (filed herewith); 

           (b)  Consent of David D. Horn, Esq. (filed herewith);

           (c)  Certification of Counsel (filed herewith); 

     (11)  None;

     (12)  Not Applicable; 

     (13)  Not Applicable: and

     (14)  Financial Data Schedule meeting the requirements of
           Rule 483 under the Securities Act of 1933 (filed herewith).

     Item 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

Name and Principal                     Positions and Offices
Business Address                       with the Depositor    
- -----------------                      ----------------------

John D. McNeil                         Chairman and Director
150 King Street West
Toronto, Ontario
  Canada  M5H 1J9

John R. Gardner                        President and Director
150 King Street West
Toronto, Ontario
  Canada  M5H 1J9

David D. Horn                          Senior Vice President
One Sun Life Executive Park            and Director
Wellesley Hills, MA  02181

John S. Lane                           Director
150 King Street West
Toronto, Ontario
  Canada  M5H 1J9

Richard B. Bailey                      Director
500 Boylston Street
Boston, MA  02116

A. Keith Brodkin                       Director
500 Boylston Street
Boston, MA 02116

M. Colyer Crum                         Director
Harvard Business School
Soldiers Field Road
Boston, MA  02163

John G. Ireland                        Director
680 Steamboat Road
Greenwich, CT 06830


<PAGE>


Name and Principal                  Positions and Offices
Business Address                    with the Depositor     
- ------------------                  -----------------------

Edward M. Lamont                    Director
Moores Hill Road
Syosset, New York  11791

Angus A. MacNaughton                Director
950 Tower Lane
Metro Tower, Suite 1170
Foster City, California  94404

Fioravante G. Perrotta              Director
200 Park Avenue
New York, New York  10166

Ralph F. Peters                     Director
55 Strimples Mill Road
Stockton, New Jersey 08559

Pamela T. Timmins                   Director
25 East 86th Street
New York, New York  10028

Robert P. Vrolyk                    Vice President, Controller
One Sun Life Executive Park         and Actuary
Wellesley Hills, MA  02181

S. Caesar Raboy                     Vice President
One Sun Life Executive Park         
Wellesley Hills, MA  02181

Michael A. Cohen                    Vice President and
80 Broad Street                     Regional Manager
New York, New York 10004

C. James Prieur                     Vice President, Investments
One Sun Life Executive Park
Wellesley Hills, MA  02181

L. Brock Thomson                    Vice President
One Sun Life Executive Park         and Treasurer
Wellesley Hills, MA  02181

Bonnie S. Angus                     Secretary
One Sun Life Executive Park
Wellesley Hills, MA  02181


<PAGE>

Item 26.    PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
            THE DEPOSITOR OR REGISTRANT

    No person is directly or indirectly controlled by the Registrant.
The Registrant is a separate account of Sun Life Insurance and Annuity
Company of New York which is a wholly-owned subsidiary of Sun Life Assurance
Company of Canada (U.S.). Sun Life Assurance Company of Canada (U.S.) is a 
wholly-owned subsidiary of Sun Life Assurance Company of Canada.

    The following is a list of all corporations directly or
indirectly controlled by or under common control with Sun Life
Assurance Company of Canada, showing the state or other sovereign
power under the laws of which each is organized and the
percentage ownership of voting securities giving rise to the control
relationship:

<PAGE>

   

                                                                      Percent of
                                                    State or Country   Ownership
                                                     or Jurisdiction   of Voting
                                                    of Incorporation  Securities
                                                    ----------------  ----------
Sun Life Assurance Company of Canada                Canada              100%
- --------------------------------------------------------------------------------
Sun Life Assurance Company of Canada (U.S.) ......  Delaware            100%
Sun Life Assurance Company of Canada (U.K.) 
  Limited ........................................  United Kingdom      100%
Sun Life of Canada Investment Management Limited .  Canada              100%
Sun Life of Canada Benefit Management Limited ....  Canada              100%
Spectrum United Holdings, Inc.....................  Canada              100%
Sun Canada Financial Co. .........................  Delaware            100%
Sun Life Insurance and Annuity Company of 
  New York .......................................  New York              0%**
Sun Investment Services Company ..................  Delaware              0%**
Sun Benefit Services Company, Inc. ...............  Delaware              0%**
Sun Growth Variable Annuity Fund, Inc. ...........  Delaware              0%*
Massachusetts Financial Services Company .........  Delaware              0%+
New London Trust, F.S.B...........................  Federally Chartered   0%**
Massachusetts Casualty Insurance Company..........  Massachusetts         0%**
Clarendon Insurance Agency, Inc. .................  Massachusetts         0%***
MFS Service Center, Inc...........................  Delaware              0%***
MFS/Sun Life Series Trust ........................  Massachusetts         0%****
Lifetime Advisers, Inc. ..........................  Delaware              0%***
MFS Financial Services, Inc. .....................  Delaware              0%***
Sun Capital Advisers, Inc. .......................  Delaware              0%**
MFS International, Ltd. ..........................  Ireland               0%***
MFS Asset Management, Inc. .......................  Delaware              0%***
MFS Fund Distributors, Inc. ......................  Delaware              0%***
MFS Retirement Services, Inc. ....................  Delaware              0%***
Sun Life Financial Services Limited...............  Bermuda               0%**
- -----------------
  *    100% of the issued and outstanding voting securities of Sun
       Growth Variable Annuity Fund, Inc. are owned by separate
       accounts of Sun Life Assurance Company of Canada (U.S.).

 **    100% of the issued and outstanding voting securities of
       New London Trust, F.S.B., Sun Life Insurance and Annuity 
       Company of New York, Sun Investment Services  Company, 
       Sun Benefit Services Company, Inc., Sun Capital Advisers, 
       Inc., Sun Life Financial Services Limited and Massachusetts
       Casualty Insurance Company are owned by Sun Life Assurance 
       Company of Canada (U.S.).

 ***   100% of the issued and outstanding voting securities of
       Clarendon Insurance Agency, Inc., MFS Service Center, Inc.,
       Lifetime Advisers, Inc., MFS Financial Services, Inc., MFS
       International, Ltd., MFS Asset Management, Inc., MFS Fund
       Distributors, Inc., and MFS Retirement Services, Inc. are owned
       by Massachusetts Financial Services Company.

****   100% of the issued and outstanding voting securities of MFS/Sun
       Life Series Trust are owned by separate accounts of  Sun Life
       Assurance Company of Canada (U.S.) and Sun Life Insurance and
       Annuity Company of New York.  
  +    94.8% of the issued and outstanding voting securities of
       Massachusetts Financial Services Company are owned by
       Sun Life Assurance Company of Canada (U.S.)
    

<PAGE>

     Omitted from the list are subsidiaries of Sun Life Assurance
Company of Canada which, considered in the aggre- gate, would not
constitute a "significant subsidiary" (as that term is defined in
Rule 8b-2 under Section 8 of the Investment Company Act of 1940)
of Sun Life Assurance Company of Canada.

     None of the companies listed is a subsidiary of the
Registrant, therefore the only financial statements being filed
are those of Sun Life Insurance and Annuity Company of New York.

Item 27.   NUMBER OF CONTRACT OWNERS
   
     As of March 31, 1996 there were 223 qualified contracts participating
in the investment experience of the Variable Account, all of which were
established pursuant to qualified plans.
    
Item 28.   INDEMNIFICATION

     Article 5, Section 5.6 of the By-laws  of Sun Life Insurance
and Annuity Company of New York, a copy of which was filed as
Exhibit A.(6)(b) to the Registration Statement of the Registrant
on Form N-8B-2 (File No. 811-4184), provides for indemnification
of directors, officers and  employees of Sun Life Insurance and
Annuity Company of New York.

     Insofar as  indemnification  for liability arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of Sun Life Insurance and Annuity Company of
New York pursuant to the certificate of incorporation, by-laws,
or otherwise, Sun Life (N.Y.) has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by Sun Life
(N.Y.) of expenses incurred or paid by a director, officer, or
controlling person of Sun Life (N.Y.)  in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, Sun Life (N.Y.) will, unless  in the opinion of
their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question  whether such indemnification by  them is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

<PAGE>

Item 29.  PRINCIPAL UNDERWRITERS

     (a)  Clarendon Insurance Agency, Inc., which is a wholly-
owned subsidiary of Massachusetts Financial Services Company,
acts as general distributor for the Registrant, Sun Life of Canada
(U.S.)  Variable Accounts C, D, E and F,  Sun Life (N.Y.)
Variable Accounts A and C and Money Market Variable Account, High
Yield Variable Account, Capital Appreciation Variable Account,
Government Securities Variable Account, World Governments
Variable Account, Total Return Variable Account and Managed Sectors
Variable Account.

   

Name and Principal              Positions and Offices
Business Address*                  with Underwriter
- ------------------              ----------------------

A. Keith Brodkin.......       Chairman and Director**
Jeffrey L. Shames......              Director
Arnold D. Scott........              Director
Cynthia M. Orcutt......              President
Bruce C. Avery.........           Vice President
Joseph W. Dello Russo..              Treasurer
Stephen E. Cavan.......         Secretary and Clerk
Robert T. Burns........         Assistant Secretary
Thomas B. Hastings.....         Assistant Treasurer
    
- -----------------
 *    The principal business address of all directors and officers
      of the  principal underwriter except Ms. Orcutt is 500
      Boylston Street,  Boston, Massachusetts  02116.  The
      principal business address of Ms. Orcutt is One Sun Life
      Executive Park, Wellesley Hills, Massachusetts  02181.

**    Mr. Brodkin is a Director of Sun Life Assurance Company of
      Canada (U.S.) and Sun Life Insurance and Annuity Company of
      New York.

      (c)  Inapplicable.


Item 30.  LOCATION OF ACCOUNTS AND RECORDS

     Accounts, books and other  documents required to be
maintained by Section 31(a) of the Investment Company Act of 1940
and the Rules  promulgated thereunder are  maintained by Sun Life
Insurance and  Annuity Company of New York, in  whole or in part,
at its Home Office at 80 Broad Street, New York, New York 10004,
at the offices of Massachusetts Financial Services Company at 500
Boylston Street, Boston, Massachusetts  02116, or at the offices 
of Sun Life Assurance Company of Canada (U.S.) at 50 Milk Street,
Boston Massachusetts 02103 and One Sun Life Executive Park,
Wellesley Hills, Massachusetts 02181.

Item 31.  MANAGEMENT SERVICES

     Not applicable.

Item 32.  UNDERTAKINGS

     Inapplicable.


<PAGE>
                            SIGNATURES
   
     As required by the Securities Act of 1933 and the Invest-
ment Company Act of 1940, the Registrant certifies that it meets
all of the requirements for effectiveness of this Amendment to its
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has caused this Amendment to its
Registration Statement to be signed on its behalf in the Town of
Wellesley and Commonwealth of Massachusetts on the 26th day of
April, 1996.
    

                               Sun Life (N.Y.)
                                 Variable Account A
                               (Registrant)

                               Sun Life Insurance and Annuity
                                 Company of New York
                               (Depositor)




                          By:*   /s/ JOHN D. McNEIL
                          -------------------------
                                     John D. McNeil
                                     Chairman

Attest:  /s/ BONNIE S. ANGUS
         --------------------
             Bonnie S. Angus
             Secretary


    As required by the Securities Act  of 1933, this Amendment to
the Registration Statement has been signed below by the following
persons  in the capacities with the Depositor, Sun Life Insurance
and Annuity  Company of New York, and on the dates indicated.


     Signatures                       Title                         Date
     ----------                       -----                         ----
   
                                   Chairman and
                                    Director
                                   (Principal
*    /s/ JOHN D. McNEIL            Executive Officer)          April 29, 1996
- -----------------------------
         John D. McNeil
    

- -----------------------------
*   By Bonnie S. Angus  pursuant to Power of Attorney filed with
    Post-Effective Amendment No. 13 to the Registration Statement
    of the Registrant on Form N-4, Reg. No. 2-95002.

<PAGE>


     Signatures                       Title                         Date
     ----------                       -----                         ----
   
                                 Vice President, Controller
                                   and Actuary (Principal
                                       Financial &
    /s/ ROBERT P. VROLYK            Accounting Officer)        April 29, 1996
- -------------------------------
        Robert P. Vrolyk

                                   President
*   /s/ JOHN R. GARDNER              and Director              April 29, 1996
- -------------------------------
        John R. Gardner


*   /s/ RICHARD B. BAILEY          Director                    April 29, 1996
- -------------------------------
        Richard B. Bailey


*   /s/ A. KEITH BRODKIN           Director                    April 29, 1996
- -------------------------------
        A. Keith Brodkin


                                   Senior Vice
                                    President
*   /s/ DAVID D. HORN               and Director               April 29, 1996
- -------------------------------
        David D. Horn


*   /s/ JOHN S. LANE               Director                    April 29, 1996
- -------------------------------
        John S. Lane


*   /s/ JOHN G. IRELAND            Director                    April 29, 1996
- -------------------------------
        John G. Ireland


*   /s/ EDWARD M. LAMONT           Director                    April 29, 1996
- -------------------------------
        Edward M. Lamont


*   /s/ FIORAVANTE G. PERROTTA     Director                    April 29, 1996
- --------------------------------
        Fioravante G. Perrotta


*  /s/ RALPH F. PETERS             Director                    April 29, 1996
- --------------------------------
       Ralph F. Peters
    
- -----------------------------
*    By Bonnie S. Angus pursuant to Power of Attorney filed with
     Post-Effective Amendment No. 13 to the Registration Statement
     of the Registrant on Form N-4, Reg. No. 2-95002.


<PAGE>


     Signatures                       Title                         Date
     ----------                       -----                         ----
   
*  /s/ PAMELA T. TIMMINS           Director                    April 29, 1996
- -------------------------------
       Pamela T. Timmins


*  /s/ ANGUS A. MacNAUGHTON        Director                    April 29, 1996
- -------------------------------
       Angus A. MacNaughton


*  /s/ M. COLYER CRUM              Director                    April 29, 1996
- -------------------------------
       M. Colyer Crum
    

- -----------------------------
*    By Bonnie S. Angus pursuant to Power of Attorney filed with
     Post-Effective Amendment No. 13 to the Registration Statement
     of the Registrant on Form N-4, Reg. No. 2-95002.

<PAGE>
                                                Exhibit 10 (a)


                 INDEPENDENT AUDITORS' CONSENT

   
       We consent to the use in this Post-Effective Amendment No.
15 to the Registration Statement No. 2-95002 on Form N-4 of Sun Life
(N.Y.) Variable Account A of our report dated February 2, 1996
accompanying the financial statements of Sun Life (N.Y.) Variable
Account A and our report dated February 7, 1996 accompanying the
financial statements of Sun Life Insurance and Annuity Company of
New York appearing in the Statement of Additional Information,
which is part of such Registration Statement.  We also consent to
the references to us under the headings "Condensed Financial
Information-Accumulation Unit Values" appearing in the
Prospectus, which is part of such Registration Statement, and
"Accountants" appearing in the Statement of Additional
Information.
    




DELOITTE & TOUCHE LLP
Boston, Massachusetts
   
April 29, 1996
    

<PAGE>

                                                           Exhibit 10(b).



                         CONSENT OF COUNSEL

   
        I hereby consent to the reference to me in Post-Effective Amendment 
No. 15 to the Registration Statement on Form N-4 of Sun Life (N.Y.) Variable 
Account A under the caption "Legal Matters" in the Statement of Additional 
Information contained therein.
    

                                             DAVID D. HORN, ESQ.

   
April 29, 1996
    


<PAGE>
                                                Exhibit 10(c)

                     CERTIFICATION OF COUNSEL
   
         I, David D. Horn,  in my capacity as counsel for Sun Life Insurance 
and Annuity Company of New York, have reviewed Amendment No. 15 to the 
Registration Statement of Sun Life (N.Y.) Variable Account A (the "Account")
which is being filed pursuant to paragraph (b) of Rule 485 under the 
Securities Act of 1933.  Based on my review of this Post-Effective Amendment
and such other material relating to the operations of the Account as I deemed
relevant, I hereby certify as of May 1, 1996, the date of filing of this 
Amendment, that the Amendment does not contain disclosure which would render 
it ineligible to become effective pursuant to paragraph (b)of Rule 485.
    
   
         I hereby consent to the filing of this certification as part of 
Post-Effective Amendment No. 15 to the Registration Statement of the Account.
    
                                      DAVID D. HORN, ESQ.

   
May 1, 1996
    


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE FINANCIAL STATEMENTS OF SUN LIFE (N.Y.) VARIABLE ACCOUNT A AND 
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                        6,820,904
<INVESTMENTS-AT-VALUE>                       7,379,511
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               7,379,511
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          262,766
<SHARES-COMMON-PRIOR>                          310,174
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 7,379,511
<DIVIDEND-INCOME>                              585,149
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  90,385
<NET-INVESTMENT-INCOME>                        494,764
<REALIZED-GAINS-CURRENT>                       114,054
<APPREC-INCREASE-CURRENT>                      909,812
<NET-CHANGE-FROM-OPS>                        1,518,630
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         10,869
<NUMBER-OF-SHARES-REDEEMED>                     58,277
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       (296,657)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 90,385
<AVERAGE-NET-ASSETS>                         6,952,692
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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