<PAGE>
As filed with the Securities and Exchange Commission on May 5, 2000
REGISTRATION NO. 333-05037
811-04440
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-4
POST-EFFECTIVE AMENDMENT NO. 5
TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
AND
AMENDMENT NO. 14 TO
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/
SUN LIFE (N.Y.) VARIABLE ACCOUNT C
(EXACT NAME OF REGISTRANT)
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(NAME OF DEPOSITOR)
122 EAST 42ND STREET, SUITE 1900
NEW YORK, NEW YORK 10017
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
DEPOSITOR'S TELEPHONE NUMBER: (212) 983-6352
EDWARD M. SHEA, ASSISTANT VICE PRESIDENT AND SENIOR COUNSEL
C/O SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
RETIREMENT PRODUCTS AND SERVICES
ONE COPLEY PLACE
BOSTON, MASSACHUSETTS 02116
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPIES OF COMMUNICATIONS TO:
JOAN BOROS, ESQ.
JORDEN BURT BOROS CICCHETTI BERENSON & JOHNSON LLP
1025 THOMAS JEFFERSON STREET, N.W.
SUITE 400E
WASHINGTON, D.C. 20007
-------------------
Approximate Date of Proposed Public Offering: Continuous
It is proposed that this filing will become effective (check appropriate
box):
[X] Immediately upon filing pursuant to paragraph (b) of Rule 485.
[ ] On (date) pursuant to paragraph (b) of Rule 485.
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
[ ] On (date) pursuant to paragraph (a)(1) of Rule 485.
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for
previously filed post-effective amendment.
Title of securities being registered:
Units of interest in Separate Account under variable annuity contracts.
This Amendment to the registration statement on Form N-4 (file No.
333-05037), which became effective on August 1, 1996 (the "Registration
Statement"), is being filed pursuant to Rule 485(b) under the Securities
Exchange Act of 1933, as amended, to supplement the prospectus and profile
contained in the Registration Statement for the Regatta Gold - NY Variable
and Fixed Annuity
The supplement describes an additional variable investment option to be made
available under the Regatta Gold - NY Variable and Fixed Annuity contract
offered pursuant to the Registration Statement. This Post-Effective Amendment
relates only to the supplement to the prospectus and profile for the Regatta
Gold - NY Variable and Fixed Annuity product included in this Post-Effective
Amendment and does not otherwise delete, amend or supersede any information
contained in the Registration Statement, as amended.
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<PAGE>
PART A
INFORMATION REQUIRED IN A PROSPECTUS
Attached hereto and made a part hereof is a Supplement to the Prospectus
dated April 17, 2000 for the Regatta Gold - NY Variable and Fixed Annuity.
Incorporated herein by reference from Post-Effective Amendment No. 4 to
the Registration Statement on Form N-4 (Registration No. 333-05037) is the
Prospectus dated April 17, 2000 for each of the following:
Regatta Gold-NY Variable and Fixed Annuity
Futurity-NY Variable and Fixed Annuity
<PAGE>
SUPPLEMENT DATED MAY 5,2000
TO
PROFILE DATED APRIL 17, 2000
AND
PROSPECTUS DATED APRIL 17, 2000
FOR
REGATTA GOLD - NY
VARIABLE AND FIXED ANNUITY
ISSUED BY SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
Effective immediately, with the addition of a new variable investment
option -- the Strategic Growth Series -- under the Contract, you may allocate
your money among 26 variable investment options available under the Regatta
Gold - NY Variable and Fixed Annuity. The Strategic Growth Series (which we
sometimes refer to as the "Fund") is a series of the MFS/Sun Life Series
Trust (the "Series Fund"). Market conditions will determine the value of an
investment in the Strategic Growth Series and any other Series of the Series
Fund. The Strategic Growth Series and the other Series of the Series Fund are
described in the Series Fund prospectus, as supplemented.
As a result of the addition of the Strategic Growth Series, the Profile
dated April 17, 2000 (the "Profile") and the Prospectus dated April 17, 2000
(the "Prospectus") are hereby amended and supplemented as follows:
1. The third paragraph of Section 1, "The Regatta Gold- NY Annuity,"
of the Profile and the second paragraph on the cover page of the Prospectus
are each amended by deleting the first sentence in its entirety and replacing
it with the following:
"You may choose among 26 variable investment options and a range of
fixed options."
2. The list of the available investing options appearing in Section 4,
"Allocation Options," of the Profile and on the cover page of the Prospectus is
hereby supplemented by the addition of the Strategic Growth Series.
3. The summary expense chart appearing in Section 5, "Expenses," of the
Profile is hereby supplemented as follows:
<TABLE>
<CAPTION>
EXAMPLES:
TOTAL ANNUAL TOTAL ANNUAL TOTAL TOTAL EXPENSES
INSURANCE FUND ANNUAL AT END
SUB-ACCOUNT CHARGES EXPENSES EXPENSES 1 YEAR 10 YEARS
- ------------ --------- -------- -------- ------ -------
<S> <C> <C> <C> <C> <C>
Strategic Growth Series 1.50% 1.00% 2.50% $81 $284
</TABLE>
4. The "Underlying Fund Annual Expenses" table and the footnotes thereto
appearing on page 5 of the Prospectus are hereby supplemented as follows:
<TABLE>
<CAPTION>
OTHER TOTAL FUND
MANAGEMENT EXPENSES(2) EXPENSES(2)
FUND FEES (AFTER REIMBURSEMENT) (AFTER REIMBURSEMENT)
- ---- ---------- --------------------- ---------------------
<S> <C> <C> <C>
Strategic Growth Series(3) 0.75% 0.25% 1.00%
</TABLE>
<PAGE>
(3) MFS has agreed to bear the Fund's expenses such that "Other
Expenses," after taking into account the expense offset
arrangement described in Footnote (2), above, will not exceed
0.25% annually. This arrangement will continue until at least
May 1, 2001, unless changed with the consent of the Series
Fund's Board of Directors; provided however, that this
arrangement will terminate prior to May 1, 2001, in the event
that the Fund's "Other Expenses" equal or fall below 0.25%
annually. Without taking into account this fee waiver and/or
expense reimbursement, the Fund's "Other Expenses" and "Total
Fund Expenses" would be estimated to be 3.26% and 4.01%,
respectively.
4. The "Examples" presented on page 6 of the Prospectus are supplemented
as follows:
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 an average
Contract size of $30,000 and a 5% annual return:
1 YEAR 3 YEAR 5 YEAR 10 YEARS
------ ------ ------ --------
Strategic Growth Series $81 $117 $158 $284
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 an average Contract size of $30,000 and a 5% annual
return:
1 YEAR 3 YEAR 5 YEAR 10 YEARS
------ ------ ------ --------
Strategic Growth Series $25 $78 $133 $284
5. The "Variable Account Options: The Funds" section beginning on page 8 of
the Prospectus, is supplemented as follows:
"STRATEGIC GROWTH SERIES will seek capital appreciation."
THIS SUPPLEMENT IS NOT VALID UNLESS ACCOMPANIED OR PRECEDED BY THE CURRENT
PROSPECTUS OF REGATTA GOLD - NY VARIABLE AND FIXED ANNUITY, DATED APRIL 17,
2000, AND THE CURRENT PROSPECTUS OF THE MFS/SUN LIFE SERIES TRUST. THIS
SUPPLEMENT AND THE PROSPECTUSES SHOULD BE READ AND RETAINED FOR FURTHER
REFERENCE.
NYGOLDSUPP 5/00
2
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF
ADDITIONAL INFORMATION
Incorporated by reference to Post-Effective Amendment No.4 to the
Registration Statement on Form N-4 (Registration No. 333-05037), filed
March 29, 2000, is the Statement of Additional Information dated April 17, 2000
for each of the following:
Regatta Gold-NY Variable and Fixed Annuity
Futurity-NY Variable and Fixed Annuity
<PAGE>
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) The following Financial Statements are incorporated in this
Registration Statement by reference to Post-Effective Amendment No. 4 to the
Registration Statement on Form N-4 (File No. 333-05037), filed March 29, 2000:
Included in Part A:
A. Condensed Financial Information - Accumulation Unit Values
(Regatta Gold - NY)
B. Financial Statements of the Depositor:
1. Statutory Statements of Admitted Assets, Liabilities and Capital
Stock and Surplus, December 31, 1999 and 1998;
2. Statutory Statements of Operations, Years Ended December 31, 1999,
1998 and 1997;
3. Statutory Statements of changes in Capital Stock and Surplus, Years
Ended December 31, 1999, 1998 and 1997;
4. Statutory Statements of Cash Flow, Years Ended December 31, 1999,
1998 and 1997;
5. Notes to Statutory Financial Statements; and
6. Independent Auditors' Report.
Included in Part B:
A. Financial Statements of the Registrant:
1. Statement of Condition, December 31, 1999;
2. Statement of Operations, Year Ended December 31, 1999;
3. Statements of Changes in Net Assets, Years Ended December 31, 1999 and
1998;
4. Notes to Financial Statements; and
5. Independent Auditors' Report.
<PAGE>
(b) The following Exhibits are incorporated in this 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 (Incorporated
herein by reference to Post-Effective Amendment No. 2 to the Form N-4
Registration Statement of the Registrant (File No. 333-05037));
(2) Not applicable;
(3) (a) Marketing Coordination Agreement between the Depositor, MFS
Fund Distributors, Inc. and Clarendon Insurance Agency, Inc. (Incorporated
herein by reference to Post-Effective Amendment No. 2 to the Form N-4
Registration Statement of the Registrant (File No. 333-05037));
(b) (i) Specimen Sales Operations and General Agent Agreement
(Incorporated herein by reference to Post-Effective Amendment No. 2 to the Form
N-4 Registration Statement of the Registrant (File No. 333-05037));
(b) (ii) Specimen Broker-Dealer Supervisory and Service Agent
Agreement (Incorporated herein by reference to Post-Effective Amendment
No. 2 to the Form N-4 Registration Statement of the Registrant (File No.
333-05037));
(b)(iii) Specimen Broker-Dealer Supervisory and Service Agent
Agreement (Type 4) (Incorporated herein by reference to Post-Effective
Amendment No. 2 to the Form N-4 Registration Statement of the Registrant (File
No. 333-05037));
(4) (i) Form of Flexible Payment Deferred Combination Variable and Fixed
Individual Annuity Contract (Incorporated herein by reference to Post-Effective
Amendment No. 2 to the Form N-4 Registration Statement of the Registrant (File
No. 333-05037));
(5) (i) Form of Application used with the variable annuity contract
filed as Exhibit (4)(i) (Incorporated herein by reference to Post-Effective
Amendment No. 2 to the Form N-4 Registration Statement of the Registrant (File
No. 333-05037));
(6) Declaration of Intent and Charter and By-Laws of the Depositor
(Incorporated herein by reference to Post-Effective Amendment No. 2 to the Form
N-4 Registration Statement of the Registrant (File No. 333-05037));
(7) Not Applicable;
(8)(a) Form of Participation Agreement by and between
The Alger American Fund, Sun Life Assurance Company of
Canada (U.S.), and Fred Alger and Company, Incorporated
(Filed as Exhibit 8(a) to Post-Effective Amendment No. 13
to the Registration Statement on Form N-4, File
No. 33-41628, filed April 26, 1999);
(b)(i) Form of Participation Agreement dated February 17,
1998 by and between Goldman Sachs Variable,
Insurance Trust, Goldman Sachs & Co. and Sun Life
Assurance Company of Canada (U.S.) (Filed as Exhibit
8(b)(i) to Post-Effective Amendment No. 13 to
Registration Statement on Form N-4, File No. 33-41628,
filed April 26, 1999);
(ii) Form of Amendment No. 1 dated December 14, 1998 to
Participation Agreement filed as Exhibit 8(b)(i)
(Filed as Exhibit 8(b)(ii) to Post-Effective
Amendment No. 13 to Registration Statement on
Form N-4, File No. 33-41628, filed April 26, 1999);
(iii) Form of Amendment No. 2 dated as of March 15, 1999
to Participation Agreement filed as
Exhibit 8(b)(i) (Filed as Exhibit 8(b)(iii) to
Post-Effective Amendment No. 13 to Registration
Statement on Form N-4, File No. 33-41628, filed
April 26, 1999);
(c) Form of Fund Participation Agreement between
Sun Life Assurance Company of Canada (U.S.)
and J.P. Morgan Services Trust II (Filed as
Exhibit 8(c) to Post-Effective Amendment No. 13
to Registration Statement on Form N-4, File
No. 33-41628, filed April 26, 1999);
(d) Form of Participation Agreement dated February 17,
1998 by and among MFS/Sun Life Services Trust, Sun Life
Assurance Company of Canada (U.S) and Massachusetts
Financial Services Company (Filed as Exhibit 8(d) to
Post-Effective Amendment No. 13 to Registration
Statement on Form N-4, File No. 33-41628, filed
April 26, 1999);
(e) Form of Participation Agreement dated February 17,
1998 by and among OCC Accumulation Trust, Sun Life
Assurance Company of Canada (U.S.) and OCC Distributors
(Filed as Exhibit 8(e) to Post-Effective Amendment No. 13
to Registration Statement on Form N-4, File No. 33-41628,
filed April 26, 1999);
(f) Form of Participation Agreement dated February,
1998 by and among Sun Life Assurance Company of Canada
(U.S.), Warburg Pincus Trust, Warburg Pincus Asset
Management, Inc. and Counsellors Securities, Inc. (Filed
as Exhibit 8(f) to Post-Effective Amendment No. 13 to
Registration Statement on Form N-4, File No. 33-41628,
filed April 26, 1999);
(g) Form of Participation Agreement dated February 17,
1998 by and among Sun Life Assurance Company of Canada
(U.S.), AIM Variable Insurance Funds, Inc., AIM
Distributors, Inc., and Clarendon Insurance Agency, Inc.
(Filed as Exhibit 8(g) to Post-Effective Amendment No. 1
to Registration Statement on Form N-4, File No. 333-82957,
filed February 3, 2000);
(h) Form of Participation Agreement dated August 18,
1999 by and among Sun Life Assurance Company of Canada
(U.S), Sun Capital Advisers Trust and Sun Capital Advisers,
Inc. (Filed as Exhibit 8(h) to Post-Effective Amendment
No. 1 to Registration Statement on Form N-4, File
No. 333-82957, filed February 3, 2000);
(9) Previously Filed;
<PAGE>
(10)(a) Consent of Deloitte & Touche*;
(b) Representation of Counsel pursuant to Rule 485(b)*;
(11) None;
(12) Not Applicable;
(13) Schedule for Computation of Performance Quotations
(Incorporated herein by reference to Post-Effective
Amendment No. 2 to the Form N-4 Registration Statement of
Registrant (File No. 333-05037)),
(15)(a) Powers of Attorney (Incorporated by reference to
Post-Effective Amendment No. 4 to the Registration Statement
on Form N-4, File No. 333-05037, filed on March 29, 2000),
(b) Power of Attorney of William W. Stinson (Incorporated by
reference to Post-Effective Amendment No. 8 to the
Registration Statement on Form N-4, File No. 33-19765, filed
on April 19, 2000); and
(16) Organizational Chart (Incorporated by reference to
Post-Effective Amendment No. 2 to the Registration Statement
on Form N-4, File No. 333-82957, filed on March 31, 2000)
-------------------------------------
* Filed herewith
Item 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
Name and Principal Positions and Offices
Business Address with the Depositor
- ------------------ ---------------------
Donald A. Stewart Chairman and Director
150 King Street West
Toronto, Ontario
Canada M5H 1J9
C. James Prieur Vice Chairman and Director
150 King Street West
Toronto, Ontario
Canada M5H 1J9
James A. McNulty, III President and Director
One Sun Life Executive Park
Wellesley Hills, MA 02481
Richard B. Bailey Director
63 Atlantic Avenue
Boston, MA 02110
Gregory W. Gee Director
150 King Street West
Toronto, Ontario
Canada M5H 1J9
David D. Horn
Strong Road Director
New Vineyard, Maine 04956
Donald B. Henderson, Jr. Director
125 West 55th Street
New York, NY 10019
John G. Ireland Director
680 Steamboat Road
Greenwich, CT 06830
<PAGE>
Name and Principal Positions and Offices
Business Address with the Depositor
- ------------------ ---------------------
Angus A. MacNaughton Director
Genstar Investment Corporation
555 California Street
San Francisco, CA 94104
Peter R. O'Flinn Director
125 West 55th Street
New York, NY 10019
Fioravante G. Perrotta Director
13 Clark Lane
Essex, CT 06426
Ralph F. Peters Director
55 Strimples Mill Road
Stockton, NJ 08559
S. Caesar Raboy Director
220 Boylston Street
Boston, MA 02110
William W. Stinson Director
Canadian Pacific Limited
1800 Bankers Hall, East Tower
855 2nd Street, S.W.
Calgary, Alberta
Canada T2P 4Z5
Frederick B. Whittemore Director
1221 Avenue of the Americas
New York, NY 10020
James M.A. Anderson Vice President, Investments
One Sun Life Executive Park
Wellesley Hills, MA 02481
Peter F. Demuth Vice President and Chief
One Sun Life Executive Park Counsel and Assistant
Wellesley Hills, MA 02481 Secretary
Ronald J. Fernandes Vice President, Retirement
One Copley Place Products and Services
Boston, MA 02116
Ellen B. King Counsel and Secretary
One Sun Life Executive Park
Wellesley Hills, MA 02481
Davey S. Scoon Vice President, Finance,
One Sun Life Executive Park Controller and Treasurer
Wellesley Hills, MA 02481
Robert P. Vrolyk Vice President
One Sun Life Executive Park and Actuary
Wellesley Hills, MA 02481
<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 an indirect
wholly-owned subsidiary of Sun Life Assurance Company of Canada.
The organization chart of Sun Life Assurance Company of Canada is
incorporated herein by reference to Exhibit 16 to Post-Effective Amendment
No. 2 to the Registration Statement on Form N-4, File No. 333-82957, filed on
March 31, 2000.
<PAGE>
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 May 3, 2000 there were 1,131 qualified and 2,914 non-qualified
Contracts issued and outstanding with respect to the Securities registered
pursuant to this Registration Statement.
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. 811-4440),
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.
Item 29. PRINCIPAL UNDERWRITERS
(a) Clarendon Insurance Agency, Inc., which is a wholly-owned
subsidiary of Sun Life Assurance Company of Canada (U.S.), acts as general
distributor for the Registrant, Sun Life of Canada (U.S.) Variable Accounts
C, D, E, F, G, H and I, Sun Life (N.Y.)
<PAGE>
Variable Accounts A and B 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.
<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address* with Underwriter
---------------- ----------------
<S> <C>
Anne M. Georges.................... President and Director
Davey S. Scoon..................... Treasurer and Director
James M.A. Anderson................ Director
Ronald J. Fernandes................ Director
James A. McNulty, III.............. Director
Maura A. Murphy.................... Secretary
Roy P. Creedon..................... Assistant Secretary
Donald E. Kaufman.................. Vice President
Brian A. Krivitsky................. Vice President
Cynthia M. Orcutt.................. Vice President
Laurie Lennox...................... Vice President
</TABLE>
- -------------
* The principal business address of all directors and officers of the
principal underwriter except Ms. Georges, Ms. Lennox and Messrs. Fernandes
and Krivitsky is One Sun Life Executive Park, Wellesley Hills, Massachusetts
02481. The principal business address of Ms. Georges, Ms. Lennox and Messrs.
Fernandes and Krivitsky is One Copley Place, Boston, Massachusetts 02116.
(c) Inapplicable.
Item 30. LOCATION OF ACCOUNTS AND RECORDS
Accounts, books and other documents required to be maintained by Section
31(a) of the Inevstment 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 122 East 42nd Street, Suite
1900, New York, New York 10017, at the offices of Clarendon Insurance Agency,
Inc. at One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481, or
at the offices of Sun Life Assurance Company of Canada (U.S.) at One Copley
Place, Boston Massachusetts 02116 and One Sun Life Executive Park, Wellesley
Hills, Massachusetts 02481.
Item 31. MANAGEMENT SERVICES
Not applicable.
Item 32. UNDERTAKINGS
The Registrant hereby undertakes:
(a) To file a post-effective amendment to this Registration Statement as
frequently as is necessary to ensure that the audited financial statements in
the Registration Statement are never more than 16 months old for so long as
payments under the variable annuity Contracts may be accepted;
(b) To include either (1) as part of any application to purchase a Contract
offered by the prospectus, a space that an Applicant can check to request a
Statement of Additional Information, or (2) a post card or simiilar written
communication affixed to or included in the prospectus that the Applicant can
remove to send for a Statement of Additional Information;
(c) To deliver any Statement of Additional Information and any financial
statements required to be made available under SEC Form N-4 promptly upon
written or oral request.
(d) Representation with respect to Section 26(e)of the Investment Company
Act of 1940: Sun Life Assurance Company of Canada (U.S.) represents that the
fees and charges deducted under the Contracts, in the aggregate, are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by the insurance company.
The Registrant is relying on the no-action letter issued by the Division
of Investment Management of the Securities and Exchange Commission to
American Council of Life Insurance, Ref. No. IP-6-88, dated November 28,
1988, the requirements for which have been complied with by the Registrant.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant certifies that it meets all of the requirements of
Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment
No. 5 to its Registration Statement and has caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf, in the
Town of Wellesley Hills, and Commonwealth of Massachusetts on this 5th day of
May, 2000.
Sun Life (N.Y.) Variable Account C
(Registrant)
Sun Life Insurance and Annuity
Company of New York
(Depositor)
By: /s/ JAMES A. McNULTY, III
--------------------------------
James A. McNulty, III
President
Attest: /s/ EDWARD M. SHEA
-------------------------
Edward M. Shea
Assistant Vice President
and Senior Counsel
As required by the Securities Act of 1933, this Post-Effective Amendment
to the Registration Statement has been signed by the following persons
in the capacities with the Depositor, Sun Life Insurance and Annuity
Company of New York, and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ JAMES A. McNULTY, III President and May 5, 2000
- -------------------------------------- Director
James A. McNulty, III
<PAGE>
Signature Title Date
--------- ----- ----
Vice President, Finance
Controller and Treasurer
(Principal Financial &
/s/ DAVEY S. SCOON Accounting Officer) May 5, 2000
- --------------------------------------
Davey S. Scoon
Chairman
* /s/ DONALD A. STEWART and Director May 5, 2000
- --------------------------------------
Donald A. Stewart
Vice Chairman
* /s/ C. JAMES PRIERUR and Director May 5, 2000
- --------------------------------------
C. James Prieur
* /s/ RICHARD B. BAILEY Director May 5, 2000
- --------------------------------------
Richard B. Bailey
* /s/ GREGORY W. GEE Director May 5, 2000
- --------------------------------------
Gregory W. Gee
* /s/ DONALD B. HENDERSON, JR. Director May 5, 2000
- --------------------------------------
Donald B. Henderson, Jr.
* /s/ DAVID D. HORN Director May 5, 2000
- --------------------------------------
David D. Horn
* /s/ JOHN G. IRELAND Director May 5, 2000
- --------------------------------------
John G. Ireland
* /s/ ANGUS A. MacNAUGHTON Director May 5, 2000
- --------------------------------------
Angus A. MacNaughton
* /s/ FIORAVANTE G. PERROTTA Director May 5, 2000
- --------------------------------------
Fioravante G. Perrotta
- ------------------
* By Edward M. Shea pursuant to Power of Attorney filed as Exhibit 15(a) to
Post-Effective Amendment No. 4 to the Registration Statement on Form N-4,
File No. 333-05037, filed on March 29, 2000.
<PAGE>
Signature Title Date
--------- ----- ----
* /s/ RALPH F. PETERS Director May 5, 2000
- --------------------------------------
Ralph F. Peters
* /s/ PETER R. O'FLINN Director May 5, 2000
- --------------------------------------
Peter R. O'Flinn
* /s/ S. CAESAR RABOY Director May 5, 2000
- --------------------------------------
S. Caesar Raboy
**/s/ WILLIAM W. STINSON Director May 5, 2000
- --------------------------------------
William W. Stinson
* /s/ FREDERICK B. WHITTEMORE Director May 5, 2000
- --------------------------------------
Frederick B. Whittemore
- ---------------
* By Edward M. Shea pursuant to Power of Attorney filed as Exhibit 15(a) to
Post-Effective Amendment No. 4 to the Registration Statement on Form N-4,
File No. 333-05037, filed on March 29, 2000.
** By Edward M. Shea pursuant to Power of Attorney filed as Exhibit 15(b) to
Post-Effective Amendment No. 8 to the Registration Statement on Form N-4,
File No. 33-19765, filed on April 19, 2000.
<PAGE>
Exhibit 10(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 5 to the Registration Statement (Reg. No. 333-05037) on Form N-4 of Sun
Life (N.Y.) Variable Account C of our report dated February 10, 2000
accompanying the financial statements of Sun Life (N.Y.) Variable Account C
appearing in the Statement of Additional Information, which is part of such
Registration Statement, of our report dated February 10, 2000 accompanying
the statutory financial statements of Sun Life Insurance and Annuity Company
of New York, which includes explanatory paragraphs relating to the use of
statutory accounting practices which differ from generally accepted
accounting principles, appearing in the Prospectus, which is a part of such
Registration Statement, and to the incorporation by reference of our report
dated February 10, 2000 appearing in the Annual Report on Form 10-K of Sun
Life Insurance and Annuity Company of New York for the year ended December
31, 1999, which includes explanatory paragraphs relating to the use of
statutory accounting practices which differ from generally accepted
accounting principles.
We also consent to the references to us under the headings "Accountants" and
"Condensed Financial Information - Accumulation Unit Values" in such
Prospectus and under the heading "Financial Statements" in such Statement of
Additional Information.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
May 5, 2000
<PAGE>
Exhibit 10(b)
REPRESENTATION OF COUNSEL
I, Sandra M. DaDalt, in my capacity as counsel to Sun Life (N.Y.) Variable
Account C (the "Account") have reviewed this Post-Effective Amendment to the
Registration Statement of 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
the date of filing this Post-Effective Amendment, that the Post-Effective
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 representation as part of this
Post-Effective Amendment to the Registration Statement of the Account.
/s/ SANDRA M. DADALT
-----------------------
Sandra M. DaDalt, Esq.
May 5, 2000
