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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer: Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park
Wellesly Hills, MA 02181
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2. Name of each series or class of funds for which this notice is filed:
SERIES
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Sun Life Assurance Company of Canada (U.S.) World Governments Variable Account
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3. Investment Company Act File Number: 811-5450
Securities Act File Number: 33-19629
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4. Last day of fiscal year for which this notice is filed: December 31, 1996
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
/ /
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
Not Applicable
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year: 0
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0
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9. Number and aggregate sale price of securities sold during the fiscal year:
528,916 shares were sold for an aggregate sale price of $6,773,676.
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
528,916 shares were sold for an aggregate sale price of $6,773,676.
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
As permitted by instruction B.7, DRIP shares are included in the securities
reported in Item 9.
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold $6,773,676
during the fiscal year in reliance on ______________
rule 24f-2 (from Item 10):
(ii) Aggregate price of shares issued in + (included in (i))
connection with dividend reinvestment ______________
plans (from Item 11, if applicable):
(iii)Aggregate price of shares redeemed or -8,377,557
repurchased during the fiscal year ______________
(if applicable):
(iv) Aggregate price of shares redeemed or + 0
repurchased and previously applied as a ______________
reduction to filing fees pursuant to rule
24e-2 (if applicable):
(v) Net aggregate price of securities sold and $(1,603,881)
issued during the fiscal year in ______________
reliance of rule 24f-2 [line (i),
plus line (ii), less line (iii),
plus line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of the X 1/33 of 1%
Securities Act of 1933 or other applicable law ______________
or regulation (see Instruction C.6):
(vii)Fee due [line (i) or line (v) multiplied by $0.00
line (vi)]: ==============
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3(a)).
/ /
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By: (Signature and Title)* /s/ JAMES R. BORDEWICK, JR., ASSISTANT SECRETARY
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James R. Bordewick, Jr., Assistant Secretary
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Date: February 27, 1997
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*Please print the name and title of the signing officer below the signature.
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February 27, 1997
Sun Life Assurance Company of Canada (U.S.)
World Governments Variable Account
Wellesley Hills, Massachusetts 02181
Gentlemen:
I have acted as counsel for Sun Life Assurance Company of Canada (U.S.) World
Governments Variable Account (the "Account") in connection with its
organization, the proposed issuance of its units, and the preparation of the
Registration Statement on Form N-3 (File No. 33-19629) filed by the Account
under the Securities Act of 1933 and the Investment Company Act of 1940 (the
"Registration Statement").
I understand that pursuant to Rule 24f-2 under the Investment Company Act of
1940, the Account has registered an indefinite number of units of beneficial
interest under the Securities Act of 1933.
I further understand that the Account intends to file a notice pursuant to Rule
24f-2 making definite the registration of 528,916 units of the Account sold in
reliance upon said Rule 24f-2 during the fiscal year ended December 31, 1996
(the "Units").
I have examined the governing instruments of the Account and a resolution of the
Account's governing body authorizing the issuance of units of the Account. I
have also examined a certificate of the Treasurer of the Account to the effect
that the Account received the cash consideration for each of the Units in
accordance with the terms of such resolution. In addition, I have made such
examination of law and have examined such other records and documents as I have
deemed appropriate in giving this opinion.
I am of the opinion that all necessary Account action precedent to the issue of
all the authorized but unissued units of the Account, including the Units, has
been duly taken, and that all such Units were legally and validly issued, and
are fully paid and non-assessable. I express no opinion as to compliance with
the Securities Act of 1933, the Investment Company Act of 1940 or applicable
state laws regulating the sale of securities in connection with sales of the
Units.
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I consent to your filing this opinion with the Securities and Exchange
Commission together with the Rule 24f-2 Notice referred to above.
Very truly yours,
DAVID D. HORN, ESQ.
David D. Horn, Esq.
Senior Vice President and
General Manager
Sun Life Assurance Company
of Canada (U.S.)
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February 27, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for Sun Life Assurance Company of Canada (U.S.)
World Governments Variable Account
(File Nos.: 811-5450, 33-19629)
Ladies and Gentlemen:
Enclosed on behalf of the Account for filing pursuant to Rule 24f-2(b)(1) under
the Investment Company Act of 1940 are the following:
1. One copy of the Account's Rule 24f-2 Notice with respect to its
fiscal year ended December 31, 1996.
2. One copy of an opinion of counsel as required by Rule 24f-2(b)(1).
3. No fee is payable under Rule 24f-2 in connection with this filing.
Please contact me collect at 617-954-5827 should you have any questions
concerning this Notice.
Very truly yours,
MARK D. KAPLAN
Mark D. Kaplan
Regulatory Affairs Manager
Enclosures
