SUN LIFE OF CANADA U S VARIABLE ACCOUNT F
485BPOS, 1999-09-13
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<PAGE>

    As filed with the Securities and Exchange Commission on September 13, 1999

                                                    REGISTRATION NO. 333-05227
                                                                     811-05846


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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM N-4

                      POST-EFFECTIVE AMENDMENT NO. 5 TO

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933   /X/

                                       AND

      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                                  AMENDMENT NO. 5                  /X/

                  SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
                           (EXACT NAME OF REGISTRANT)

                  SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
                              (NAME OF DEPOSITOR)

                          ONE SUN LIFE EXECUTIVE PARK
                      WELLESLEY HILLS, MASSACHUSETTS 02481
              (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)

                  DEPOSITOR'S TELEPHONE NUMBER: (781) 237-6030

                EDWARD M. SHEA, ASSISTANT VICE PRESIDENT AND
                               SENIOR COUNSEL
                  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 E. BOROS, ESQ.
                  JORDEN BURT BOROS CICCHETTI BERENSON & JOHNSON LLP
                           1025 THOMAS JEFFERSON STREET, N.W.
                                     SUITE 400 EAST
                                 WASHINGTON, D.C. 20007

- --------------------------------------------------------------------------------
Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective (check appropriate
box):

  [ ] Immediately upon filing pursuant to paragraph (b) of Rule 485.

  [X] On September 13, 1999 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. 333-05227), which became effective on October 2, 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 following annuity products:

             MFS Regatta Classic Variable and Fixed Annuity
             Futurity Focus Annuity

Each of the supplements describes additional variable investment options to
be made available under the annuity contracts offered pursuant to the
Registration Statement. This Amendment relates only to the supplement to the
prospectus and profile for the each of the above-referenced annuity products
included in this Amendment and does not otherwise delete, amend or supersede
any information contained in the Registration Statement, as amended.


<PAGE>

                                     PART A

                      INFORMATION REQUIRED IN A PROSPECTUS


      Attached hereto and made a part hereof is a Supplement to the
Prospectus dated May 1, 1999 (incorporated herein by reference from
Post-Effective Amendment No. 4 to the Registration Statement on Form N-4
(File No. 333-05227) filed April 28, 1999) for each of the following:

         MFS Regatta Classic Variable and Fixed Annuity
         Futurity Focus Annuity


<PAGE>

                       SUPPLEMENT DATED SEPTEMBER 13, 1999

                                       TO

                            PROFILE DATED MAY 1, 1999
                                       AND
                          PROSPECTUS DATED MAY 1, 1999

                                       FOR

                               MFS REGATTA CLASSIC
                           VARIABLE AND FIXED ANNUITY


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

      Effective November 1, 1999, with the addition of a new Series -- the
Strategic Growth Series -- to the MFS/Sun Life Series Trust (the "Series Fund"),
you may allocate your money among 26 variable investment options available under
the MFS Regatta Classic Variable and Fixed Annuity. 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 May 1, 1999 (the "Profile") and the Prospectus dated May 1, 1999 (the
Prospectus") are hereby amended and supplemented as follows:

      1. The third paragraph of Section 1, The MFS Regatta Classic 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 investment 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             SERIES         ANNUAL                 AT END
SUB-ACCOUNT                               CHARGES             EXPENSES       EXPENSES        1 YEAR         10 YEARS
- -----------                               -------             --------       --------        ------         --------
<S>                                   <C>                   <C>              <C>             <C>            <C>
Strategic Growth Series                     1.25%               1.03%          2.28%           $33            $262
                                      (1.15% + 0.10%)
</TABLE>

      4. The "Series 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
                                         FEES         (AFTER REIMBURSEMENT)     (AFTER REIMBURSEMENT)
                                    --------------   -----------------------   -----------------------
<S>                                 <C>              <C>                       <C>
Strategic Growth Series (4)              0.75%                0.28%                    1.03%
</TABLE>

<PAGE>

            (4)   MFS has contractually agreed to bear the Series' expenses such
                  that "Other Expenses" will not exceed 0.25% annually. This
                  contractual arrangement will remain in effect until at least
                  May 1, 2000, absent an earlier modification by the Series
                  Fund's Board of Trustees.

                  Additionally, the Series has an expenses offset arrangement
                  which reduces its custodian fee based upon the amount of cash
                  maintained by the Series with its custodian and dividend
                  disbursing agent. The Series may enter into other similar
                  arrangements and directed brokerage arrangements, which would
                  also have the effect of reducing the Series' expenses. The
                  Series' expenses do not take into account these expense
                  reductions, and therefore do not represent the actual expenses
                  of the Series. If these expense reductions had been taken into
                  account, "Total Fund Expenses" for the Series would be 1.00%.

      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 a
5% annual return:

<TABLE>
<CAPTION>
                                           1 YEAR        3 YEARS        5 YEARS       10 YEARS
                                           ------        -------        -------       --------
<S>                                        <C>           <C>            <C>           <C>
Strategic Growth Series                     $33            $71            $122           $262
</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:

<TABLE>
<CAPTION>
                                           1 YEAR        3 YEARS        5 YEARS       10 YEARS
                                           ------        -------        -------       --------
<S>                                        <C>           <C>            <C>           <C>
Strategic Growth Series                     $23            $71            $122           $262
</TABLE>

      5. The "Variable Account Options: The MFS/Sun Life Series Trust" 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 MFS REGATTA CLASSIC VARIABLE AND FIXED ANNUITY, DATED MAY 1,
1999, AND THE CURRENT PROSPECTUS OF THE MFS/SUN LIFE SERIES TRUST. THIS
SUPPLEMENT AND THE PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE
REFERENCE.



CLASSICSUPP-1 9/99


                                       2

<PAGE>
                      SUPPLEMENT DATED SEPTEMBER 13, 1999
                                       TO
                           PROFILE DATED MAY 1, 1999
                                      AND
                          PROSPECTUS DATED MAY 1, 1999
                                      FOR
                                 FUTURITY FOCUS
             ISSUED BY SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

      Effective September 13, 1999, with the addition of three new Funds -- the
Sun Capital Blue Chip Mid Cap Fund, the Sun Capital Investors Foundation Fund,
and the Sun Capital Select Equity Fund (each, a "Fund") -- to the Sun Capital
Advisers Trust, you may allocate your money among 39 variable investment options
available under the Futurity Focus Annuity. Market conditions will determine the
value of an investment in any of the new Funds and in any other Fund. The Funds
are described in the current Fund prospectuses.

      As a result of the addition of the new Funds, the Profile dated May 1,
1999 (the "Profile") and the Prospectus dated May 1, 1999 (the "Prospectus") for
the Futurity Focus Annuity are hereby amended and supplemented as follows:

1.  The third paragraph of Section 1, The Futurity Focus 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 39 variable investment options and a range of fixed
options."

2.  The list of the available investment options under Sun Capital Advisers
    Trust 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
    Sun Capital Blue Chip Mid Cap Fund, the Sun Capital Investors Foundation
    Fund, and the Sun Capital Select Equity Fund.

3.  The summary expense chart appearing in Section 5, Expenses, of the Profile
    is hereby supplemented as follows:

<TABLE>
<CAPTION>
                                                                                                        EXAMPLES:
                                                                                                      TOTAL EXPENSES
                                                   TOTAL ANNUAL      TOTAL ANNUAL      TOTAL              AT END
                                                    INSURANCE           SERIES        ANNUAL     ------------------------
SUB-ACCOUNT                                          CHARGES           EXPENSES      EXPENSES      1 YEAR      10 YEARS
- ---------------------------------------------  --------------------  -------------  -----------  -----------  -----------
<S>                                            <C>                   <C>            <C>          <C>          <C>
Sun Capital Blue Chip Mid Cap Fund                    1.25%                1.00%         2.25%    $      33    $     258
                                                 (1.15% + 0.10%)
Sun Capital Investors Foundation Fund                 1.25%                0.90%         2.15%    $      32    $     248
                                                 (1.15% + 0.10%)
Sun Capital Select Equity Fund                        1.25%                0.90%         2.15%    $      32    $     248
                                                 (1.15% + 0.10%)
</TABLE>

                                       1
<PAGE>
4.  The "Underlying Fund Annual Expenses" table on page 5 of the Prospectus is
    hereby supplemented as follows:

<TABLE>
<CAPTION>
                                                                                                     TOTAL FUND
                                                           MANAGEMENT              OTHER               ANNUAL
                                                           FEES (AFTER        EXPENSES (AFTER      EXPENSES (AFTER
                                                        REIMBURSEMENT)(2)    REIMBURSEMENT)(2)    REIMBURSEMENT)(2)
                                                       -------------------  -------------------  -------------------
<S>                                                    <C>                  <C>                  <C>
Sun Capital Blue Chip Mid Cap Fund(3)(7)(8)                     0.80%                0.20%                1.00%
Sun Capital Investors Foundation Fund(3)(7)(8)                  0.75%                0.15%                0.90%
Sun Capital Select Equity Fund(3)(7)(8)                         0.75%                0.15%                0.90%
</TABLE>

    Additionally, Footnote 2 to the "Underlying Fund Annual Expenses" table on
    page 6 of the Prospectus is deleted in its entirety and replaced by the
    following:

"(2) For all Funds except the Sun Capital Blue Chip Mid Cap Fund, the Sun
    Capital Investors Foundation Fund and the Sun Capital Select Equity Fund,
    the "Management Fees," "Other Expenses" and "Total Fund Annual Expenses,"
    are based on actual expenses for the fiscal year ended December 31, 1998,
    net of any applicable expense reimbursement waiver. Expense figures shown
    for the Sun Capital Blue Chip Mid Cap Fund, the Sun Capital Investors
    Foundation Fund and the Sun Capital Select Equity Fund are estimates for
    1999, based on the applicable expense reimbursement waiver; no actual
    expenses are shown because these Funds will commence operations in September
    1999."

    Additionally, Footnote 3 to the "Underlying Fund Annual Expenses" table on
    page 6 of the Prospectus is deleted in its entirety and replaced by the
    following:

"(3) The investment advisers for the indicated Funds have voluntarily agreed to
    waive or reimburse a portion of the management fees and/or operating
    expenses, resulting in a reduction of the total expenses. Absent any such
    waiver or reimbursement, "Management Fees," "Other Expenses;" and "Total
    Fund Annual Expenses" for the year ended December 31, 1998 were: 0.70%,
    2.17%, and 2.87% for the Goldman Sachs VIT CORE Large Cap Growth Fund;
    0.75%, 3.17%, and 3.92% for the Goldman Sachs VIT CORE Small Cap Equity
    Fund; 0.70%, 2.13%, and 2.83% for the Goldman Sachs VIT CORE U.S. Equity
    Fund; 0.75%, 1.94%, and 2.69% for the Goldman Sachs VIT Growth and Income
    Fund; 1.00%, 1.97%, and 2.97% for the Goldman Sachs VIT International Equity
    Fund; 0.60%, 3.50%, and 4.10% for the Sun Capital Investment Grade Bond
    Fund; 0.50%, 11.79%, and 12.29% for the Sun Capital Money Market Fund;
    0.95%, 6.49%, and 7.44% for the Sun Capital Real Estate Fund; 1.25%, 6.96%,
    and 8.21 % for the Warburg Pincus Emerging Markets Portfolio; and 1.25%,
    0.45%, and 1.70% for the Warburg Pincus Post-Venture Capital Portfolio.
    Estimated total operating expenses (annualized, before expense limitations)
    for the Sun Capital Blue Chip Mid Cap Fund, the Sun Capital Investors
    Foundation Fund and the Sun Capital Select Equity Fund for the year ending
    December 31, 1999 are 5.85%, 5.80% and 5.80%, respectively. Fee waivers and
    expense reimbursements for the Warburg Pincus Emerging Markets Portfolio and
    the Warburg Pincus Post-Venture Capital Portfolio and the Goldman Sachs
    Funds may be discontinued at any time. Fee waivers and expense
    reimbursements for the Sun Capital Funds may be discontinued at any time
    after September 1, 2000."

                                       2
<PAGE>
    Additionally, the Footnotes to the "Underlying Fund Annual Expenses" table
    on page 6 of the Prospectus are supplemented by the following:

"(8) The management fee for each of the Sun Capital Blue Chip Mid Cap Fund, the
    Sun Capital Investors Foundation Fund, and the Sun Capital Select Equity
    Fund decreases to 0.75%, 0.70% and 0.70%, respectively, as the assets of
    such Fund exceed $300 million."

5.   The "Examples" presented on page 7 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 a 5%
annual return:

<TABLE>
<CAPTION>
                                                                              1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                                            -----------  -----------  -----------  -----------
<S>                                                                         <C>          <C>          <C>          <C>
Sun Capital Blue Chip Mid Cap Fund                                           $      33    $      70    $     120    $     258
Sun Capital Investors Foundation Fund                                        $      32    $      67    $     115    $     248
Sun Capital Select Equity Fund                                               $      32    $      67    $     115    $     248
</TABLE>

      Additionally, the "Examples" presented on page 8 of the Prospectus are
supplemented as follows:

      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:

<TABLE>
<CAPTION>
                                                                              1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                                            -----------  -----------  -----------  -----------
<S>                                                                         <C>          <C>          <C>          <C>
Sun Capital Blue Chip Mid Cap Fund                                           $      23    $      70    $     120    $     258
Sun Capital Investors Foundation Fund                                        $      22    $      67    $     115    $     248
Sun Capital Select Equity Fund                                               $      22    $      67    $     115    $     248
</TABLE>

6.  The descriptions of the Funds available under the Sun Capital Advisers Trust
    contained in the "Variable Account Options: The Funds" section beginning on
    page 10 of the Prospectus is hereby deleted in its entirety and replaced by
    the following:

     SUN CAPITAL ADVISERS TRUST (advised by Sun Capital Advisers, Inc., an
     affiliate of the Company; Wellington Management Company, LLP serves as
     investment subadviser to Sun Capital Blue Chip Mid Cap Fund, Sun Capital
     Investors Foundation Fund and Sun Capital Select Equity Fund)

     SUN CAPITAL MONEY MARKET FUND seeks to maximize current income, consistent
     with maintaining liquidity and preserving capital, by investing exclusively
     in high quality U.S. dollar-denominated money market securities.

     SUN CAPITAL INVESTMENT GRADE BOND FUND seeks high current income consistent
     with relative stability of principal by investing at least 80% of its
     assets in investment grade bonds. The Fund may invest up to 20% of its
     assets in lower rated or unrated bonds (also known as high yield or junk
     bonds).

     SUN CAPITAL INVESTORS FOUNDATION FUND seeks long-term capital growth by
     investing primarily in a diversified portfolio of common stocks and other
     equity securities of U.S. companies with market capitalizations generally
     within the range represented by the Standard & Poor's 500 Index.
     Investments are selected using a combination of fundamental analysis and
     quantitative tools.

                                       3
<PAGE>
     SUN CAPITAL SELECT EQUITY FUND seeks long-term capital growth by investing
     in 20 to 40 common stocks and other equity securities of large
     capitalization U.S. companies selected primarily from the Standard & Poor's
     500 Index.

     SUN CAPITAL BLUE CHIP MID CAP FUND seeks long-term capital growth by
     investing primarily in a diversified portfolio of common stocks and other
     equity securities of U.S. companies with market capitalizations within the
     range represented by the Standard & Poor's Mid Cap 400 Index.

     SUN CAPITAL REAL ESTATE FUND primarily seeks long-term capital growth and,
     secondarily, seeks current income and growth of income. The Fund invests at
     least 80% of its assets in securities of real estate investment trusts and
     other real estate companies.

      THIS SUPPLEMENT IS NOT VALID UNLESS ACCOMPANIED OR PRECEDED BY THE CURRENT
PROSPECTUS OF FUTURITY FOCUS ANNUITY, DATED MAY 1, 1999, AND SHOULD BE READ
TOGETHER WITH THE PROSPECTUS AND THE CURRENT PROSPECTUSES OF THE FUNDS. THIS
SUPPLEMENT AND THE PROSPECTUSES SHOULD BE READ AND RETAINED FOR FURTHER
REFERENCE.

                                       4
<PAGE>

                                     PART B
                     INFORMATION REQUIRED IN A STATEMENT OF
                             ADDITIONAL INFORMATION


    Attached hereto and made a part hereof incorporated by reference to
Post-Effective Amendment No. 4 to the Registration Statement in Form N-4
(Registration No. 333-05227), filed April 28, 1999, is the Statement of
Additional Information dated May 1, 1999 for each of the following:

         MFS Regatta Classic Variable and Fixed Annuity
         Futurity Focus Annuity


<PAGE>

                                     PART C

                                OTHER INFORMATION

Item 24.  FINANCIAL STATEMENTS AND EXHIBITS

     (a)  The following Financial Statements are incorporated in the
Registration Statement by reference to Post-Effective Amendment No. 4 to the
Registration Statement on Form N-4 (Registration No. 333-05227), filed April
28, 1999:

Included in Part A:

A.    Condensed Financial Information -- Accumulation Unit Values

B.    Financial Statements of the Depositor:

      1. Statutory Statements of Admitted Assets, Liabilities and Capital
         Stock and Surplus, December 31, 1998 and 1997;

      2. Statutory Statement of Operations, Year Ended December 31, 1998;
         1997 and 1996;

      3. Statutory Statement of Changes in Capital Stock and Surplus, Years
         Ended December 31, 1998, 1997 and 1996;

      4. Statutory Statement of Cash Flow, Years Ended December 31, 1998,
         1997 and 1996;

      5. Notes to Statutory Statements; and

      6. Independent Auditors' Report.

Included in Part B:

A.   Financial Statements of the Registrant:

      1.  Statement of Condition, December 31, 1998;

      2.  Statement of Operations, Year Ended December 31, 1998;

      3.  Statements of Changes in Net Assets, Years Ended December 31, 1998 and
          December 31, 1997;

      4.  Notes to Financial Statements; and

      5.  Independent Auditors' Report.


<PAGE>

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

          (1)       Resolution of Board of Directors of the Depositor dated
                    December 3, 1985 authorizing the establishment of the
                    Registrant*;


          (2)       Not Applicable;


          (3)(a)          Form of Marketing Services Agreement between the
                          depositor, Sun Life of Canada (U.S.) Distributors,
                          Inc., and Clarendon Insurance Agency, Inc.**;


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


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


             (b)(iii)     Specimen General Agent Agreement**;


          (4)(a)          Form of Flexible Payment Deferred Combination
                          Variable and Fixed Group Annuity Contract***;


             (b)          Form of Certificate to be issued in connection with
                          the Contract filed as Exhibit 4(a)***;


             (c)          Form of Flexible Payment Deferred Combination
                          Variable and Fixed Individual Annuity Contract***;


          (5)(a)          Form of Application to be used with the Certificate
                          filed as Exhibit 4(b) and the Contract filed as
                          Exhibit 4(c)***;


          (6)             Certificate of Incorporation and By-laws of the
                          Depositor*;


          (7)             Not Applicable;

          (8)(a)          Form of Participation Agreement by and between
                          The Alger American Fund, the Depositor, and
                          Fred Alger and Company, Incorporated.*****

             (b)(i)       Form of Participation Agreement dated February 17,
                          1998 by and between Goldman Sachs Variable,
                          Insurance Trust, Goldman Sachs & Co. and the
                          Depositor.*****

                (ii)      Form of Amendment No. 1 dated December 14, 1998 to
                          Participation Agreement filed as Exhibit 8(b)(i).*****

                (iii)     Form of Amendment No. 2 dated as of March 15, 1999
                          to Participation Agreement filed as
                          Exhibit 8(b)(i).*****

             (c)          Form of Fund Participation Agreement between
                          Depositor and J.P. Morgan Services Trust II.*****

             (d)          Form of Participation Agreement dated February 17,
                          1998 by and among MFS/Sun Life Services Trust, the
                          Depositor and Massachusetts Financial Services
                          Company.*****

             (e)          Form of Participation Agreement dated February 17,
                          1998 by and among OCC Accumulation Trust, the
                          Depositor and OCC Distributors.*****

             (f)          Form of Participation Agreement dated February,
                          1998 by and among the Depositor, Warburg Pincus
                          Trust, Warburg Pincus Asset Management, Inc. and
                           Counsellors Securities, Inc.*****


<PAGE>


     (9)  Previously filed

     (10)      (a)  Consent of Deloitte & Touche, LLP******,

               (b)  Representation of Counsel pursuant to Rule 485(b)******;

      (11)     Financial Statement Schedules I and VI****;

      (12)     Not Applicable;

      (13)     Schedule for computation of performance quotations***;

      (14)     Not Applicable;


      (15)     Power of Attorney for Gregory W. Gee (In addition to Powers of
               Attorney for Directors Stewart, Horn, Bailey, Crum, MacNaughton
               and Raboy, incorporated by reference to Exhibit 15 to Post-
               Effective Amendment No. 4 to the Registration Statement of the
               Registrant on Form N-4, File No. 333-05227, filed on April 28,
               1999)******;

      (16)     Organizational Chart of Sun Life Assurance Company of Canada.


      * Incorporated by reference to the Registration Statement of the
        Registrant on Form N-4, File No. 333-37907, filed on October 14, 1997.

     ** Incorporated by reference to Pre-effective Amendment No. 1 to the
        Registration Statement of the Registrant on Form N-4,
        File No. 333-37907, filed on January 16, 1998.

    *** Incorporated by reference to Post-Effective Amendment No. 2 to the
        Registration Statement of the Registrant on Form N-4,
        File No. 333-05227, filed on April 10, 1998.

   **** Incorporated by reference to the Annual Report of Depositor on
        Form 10-K, filed on March 31, 1999.

  ***** Incorporated by reference to Post-Effective Amendment No. 13 to the
        Registration Statement of the Registrant on Form N-4, File
        No. 33-41628, filed April 23, 1999.

 ****** Filed herewith.


Item 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR


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

Donald A. Stewart                      Chairman and Director
150 King Street West
Toronto, Ontario
  Canada  M5H 1J9

C. James Prieur                        President and Director
One Sun Life Executive Park
Wellesley Hills, MA  02481

Gregory W. Gee                         Director
150 King Street West
Toronto, Ontario
  Canada  M5H 1J9

David D. Horn                          Director
Strong Road
New Vineyard, ME 04956


Richard B. Bailey                      Director
63 Atlantic Avenue
Boston, MA  02110


<PAGE>

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

M. Colyer Crum                         Director
104 Westcliff Road
Weston, MA  02493


Angus A. MacNaughton                   Director
c/o Genstar Investment Corporation
555 California Street, Suite 4850
San Francisco, CA 94104


S. Caesar Raboy                        Director
220 Boylston Street
Boston, MA 02110

James A. McNulty, III                  Senior Vice President
One Sun Life Executive Park            and General Manager and Director
Wellesley Hills, MA  02481

Robert P. Vrolyk                       Vice President, Finance, Actuary and
One Sun Life Executive Park            Treasurer
Wellesley Hills, MA  02481

James M.A. Anderson                    Vice President, Investments
One Sun Life Executive Park
Wellesley Hills, MA  02481

Robert K. Leach                        Vice President, Finance and Product
One Copley Place
Boston, MA 02116

Edward J. Ronan                        Vice President, Retirement Products
One Copley Place                       and Services
Boston, MA 02116

Peter F. Demuth                        Vice President and Chief Counsel
One Sun Life Executive Park            and Assistant Secretary
Wellesley Hills, MA  02481

Ellen B. King                          Counsel, Litigation and Secretary
One Sun Life Executive Park
Wellesley Hills, MA  02481

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 Assurance Company of Canada (U.S.),
a wholly-owned subsidiary of Sun Life of Canada (U.S.) Holdings, Inc., a
wholly-owned Subsidiary of Sun Life Assurance Company of Canada- U.S.
Operation Holdings, Inc., which is in turn a wholly-owned subsidiary of Sun
Life Assurance Company of Canada.


     The organizational chart of Sun Life Assurance Company of Canada is
included as Exhibit 16 hereto.

<PAGE>



     None of the companies listed in Exhibit 16 hereto 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 August 31, 1999 there were 344 qualified and 1,127 non-qualified
Contracts issued by the Registrant.

Item 28.  INDEMNIFICATION

      Pursuant to Section 145 of the Delaware Corporation Law, Article 8 of the
By-laws of Sun Life Assurance Company of Canada (U.S.), a copy of which was
filed as Exhibit 3(b) to the Registration Statement of the Depositor on Form S-
1, File No. 33-29851, provides for the indemnification of directors, officers
and employees of Sun Life Assurance Company of Canada (U.S.).

      Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of Sun Life Assurance Company of Canada (U.S.) pursuant to the certificate of
incorporation, by-laws, or otherwise, Sun Life (U.S.) 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 (U.S.) of expenses incurred
or paid by a director, officer, controlling person of Sun Life (U.S.) 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 (U.S.) 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 the Depositor, acts as general distributor for the Registrant,
Sun Life of Canada (U.S.) Variable Accounts C, D, E, G, H, and I, Sun Life
(N.Y.) Variable Accounts A, B 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.


<PAGE>


Name and Principal                    Positions and Offices
Business Address*                        with Underwriter
- ------------------                    ---------------------
Anne M. Georges..................     President and Director
Robert P. Vrolyk.................     Treasurer and Director
James M.A. Anderson .............          Director
S. Caesar Raboy..................          Director
C. James Prieur..................          Director
Donald E. Kaufman................       Vice President
Cynthia M. Orcutt................        Vice President
Laurie Lennox....................        Vice President
Roy P. Creedon...................          Secretary
Maura A. Murphy..................     Assistant Secretary
Peter Marion.....................         Tax Officer

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

 *    The principal business address of all directors and officers of the
      principal underwriter except Ms. Georges, Ms. Lennox and Mr. Raboy is One
      Sun Life Executive Park, Wellesley Hills, Massachusetts 02481. The
      principal business address of Ms. Georges and Ms. Lennox is One Copley
      Place, Boston, Massachusetts 02116. The principal business address of Mr.
      Raboy is 220 Boylston Street, Boston, Massachusetts 02110.

      (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 Assurance Company of Canada (U.S.), in
whole or in part, at its executive office at One Sun Life Executive Park,
Wellesley Hills, Massachusetts  02481, at the offices of Retirement Products
and Services Division at One Copley Place, Boston, Massachusetts  02116, at
the offices of Massachusetts Financial Services Company at 500 Boylston
Street, Boston, Massachusetts  02116 or at the offices of Clarendon Insurance
Agency, Inc., One Sun Life Executive Park, Wellesley Hills, Massachusetts
02481.

Item 31.  MANAGEMENT SERVICES

      Not Applicable.

Item 32.  UNDERTAKINGS

      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 Contract, 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 the 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 the Registration Statement and has caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf, in the
Town of Wellesley Hills, and Commonwealth of Massachusetts on this 13th day of
September, 1999.


                                        SUN LIFE OF CANADA (U.S.)
                                         VARIABLE ACCOUNT F

                                        (Registrant)


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

                                        (Depositor)



                                        By:   /s/ C. JAMES PRIEUR
                                              ---------------------
                                                  C. James Prieur
                                                  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 Assurance Company of
Canada (U.S.), and on the dates indicated.

    Signature                     Title                      Date
    ----------                     -----                     ----

    /s/ C. JAMES PRIEUR          President and            September 13, 1999
- --------------------------          Director
        C. James Prieur     (Principal Executive Officer)


                               Vice President, Finance,
    /s/  ROBERT P. VROLYK          Actuary and Treasurer
- --------------------------     (Principal Financial       September 13, 1999
         Robert P. Vrolyk       and Accounting
                                    Officer)


<PAGE>


    Signatures                          Title                  Date
    ----------                          -----                  ----

*   /s/ DONALD A. STEWART              Chairman and       September 13, 1999
- -------------------------------          Director
        Donald A. Stewart

*   /s/ M. COLYER CRUM                  Director          September 13, 1999
- -------------------------------
        M. Colyer Crum

**  /s/ GREGORY W. GEE                  Director          September 13, 1999
- -------------------------------
        Gregory W. Gee

*   /s/ DAVID D. HORN                   Director          September 13, 1999
- -------------------------------
        David D. Horn

*   /s/ ANGUS A. MacNAUGHTON            Director          September 13, 1999
- -------------------------------
        Angus A. MacNaughton

    /s/ JAMES A. MCNULTY, III     Senior Vice President   September 13, 1999
- -------------------------------    and General Manager
        James A. McNulty, III         and Director

*   /s/ S. CAESAR RABOY
- -------------------------------         Director          September 13, 1999
        S. Caesar Raboy

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


*     By Edward M. Shea pursuant to Power of Attorney filed as an Exhibit to
      Post-Effective Amendment No. 4 to the Registration Statement on Form N-4,
      File No. 333-05227.


**    By Edward M. Shea pursuant to Power of Attorney filed as Exhibit 15
      hereto.




<PAGE>

INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Post-Effective Amendment
No. 5 to the Registration Statement on Form N-4 of Sun Life of Canada (U.S.)
Variable Account F (Reg. No. 333-05227) of our report dated February 4, 1999
accompanying the financial statements of the Futurity and Futurity II
Sub-Accounts included in Sun Life of Canada (U.S.) Variable Account F, the
incorporation by reference of our report dated February 4, 1999 accompanying
the financial statements of the Regatta, Regatta Gold, Regatta Classic and
Regatta Platinum Sub-Accounts included in Sun Life of Canada (U.S.) Variable
Account F, and to the incorporation by reference of our report dated February
5, 1999 accompanying the statutory financial statements of Sun Life Assurance
Company of Canada (U.S.) appearing in the Prospectus, which is part of such
Registration Statement, and to the incorporation by reference of our reports
dated February 5, 1999 appearing in the Annual Report on Form 10-K of Sun
Life Assurance Company of Canada (U.S.) for the year ended December 31, 1998.


We also consent to the reference to us under the headings "Accountants" and
"Condensed Financial Information -- Accumulation Unit Values" appearing in
such Prospectus and under the heading "Financial Statements" in the Statement
of Additional Information.




DELOITTE & TOUCHE LLP
Boston, Massachusetts


September 13, 1999


<PAGE>



                                                                  Exhibit 10(b)

                                 REPRESENTATION OF COUNSEL



I, Sandra M. DaDalt, in my capacity as counsel to Sun Life of Canada (U.S.)
Variable Account F (the "Account") have reviewed this 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 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 representation as part of this
Amendment to the Registration Statement of the Account.

                                         /s/ SANDRA DADALT
                                         -----------------------
                                         Sandra DaDalt, Esq.


September 13, 1999


<PAGE>

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

                          POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS that Donald A. Stewart, whose signature
appears below, constitutes and appoints Edward M. Shea, Ellen B. King, Peter
F. Demuth and C. James Prieur, and each of them, his attorneys-in-fact, each
with the power of substitution, for him in any capacities, to sign a
Registration Statement of Form N-4 of Sun Life of Canada (U.S.) Variable
Account F (Reg. No. 333-05227), and any amendments thereto, and to file the
same, with exhibits thereto, and other documents in connection therewith, with
the securities and exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact or his substitute or substitutes, may
do or cause to be done by virtue hereof.



                                       /s/ GREGORY W. GEE
                                       -----------------------
                                           Gregory W. Gee


September 1, 1999


<PAGE>

                                                     ORGANIZATIONAL CHART


<TABLE>
<CAPTION>
<S>                                                                                        <C>

                                            SUN LIFE ASSURANCE COMPANY OF CANADA
- -------------------------------------------------------------------------------------------------------------------------------
                                                                |
                                                                |
                                                        SUN LIFE OF CANADA
                                                         UK HOLDINGS plc
                                                         (United Kingdom)
                                                                |
                                                                |
                       |-------------------------------------------------------------------------------------------------------
                       |                                                                          |
                       |                                                                          |
                 CONFEDERATION                                                           SUN LIFE ASSURANCE
                U.K. HOLDINGS plc                                                         COMPANY OF CANADA
               (England and Wales)                                                          (U.K.) LIMITED
                       |                                                                 (England and Wales)
                       |                                                                           |
       |-------------------------------------------------------------------|                       |
       |                   |                        |                      |                       |
       |                   |                        |                      |                       |
  CONFEDERATION     SUN LIFE OF CANADA         CONFEDERATION          SLC FINANCIAL         SUN LIFE OF CANADA
  LIFE INSURANCE    (UK) GROUP SERVICES      MORTGAGE SERVICES        SERVICES (U.K.)       INDEPENDENT LIMITED
  COMPANY (U.K.)         LIMITED                  LIMITED                LIMITED            (England and Wales)
    LIMITED          (England and Wales)    (England and Wales)      (England and Wales)     Financial adviser
(England and Wales)  Management services                              Holding company
      |                                                                    |
      |                                                                    |
      |---------------------------------------------|     |----------------|-------------------------|
      |                    |                        |90%  |10%             |                         |
      |                    |                        |     |                |                         |
   SLC POOLED         SLC PENSION                CONFEDERATION        SUN BANK PLC             CONFEDERATION
PENSIONS LIMITED      INVESTMENT                 CAPITAL CORP.    (England and Wales)        PROPERTY SERVICES
(England and Wales) MANAGEMENT LIMITED                plc                  |                      LIMITED
                   (England and Wales)         (England and Wales)         |                (England and Wales)
                    (Inactive and in               (Inactive)              |                   Estate agency
                      liquidation)                                         |                    franchising
                                                                           |
                                   |---------------------------------------------------------------------------|
                                   |                         |                          |                      |
                                   |                         |                          |                      |
                             CONFEDERATION             EXETER TRUST                 SUN BANK             PRIMETT PROPERTY
                           MORTGAGE SERVICES              LIMITED                 OFFSHORE LTD.         MANAGEMENT LIMITED
                              (UK) LIMITED          (England and Wales)      (State of New Jersey -     (England and Wales)
                          (England and Wales)             Banking               Channel Islands)
                                                            |
                                                            |
                                                            |
                                            |----------------------------------|
                                            |                                  |
                                            |                                  |
                EXETER TRUST          EXETER TRUST                          SUNEXETER
                 FINANCIAL              INSURANCE                            LIMITED
              SERVICES LIMITED ----- SERVICES LIMITED                   (England and Wales)
             (England and Wales)   (England and Wales)                     Non-trading
                  Leasing              Non-trading

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                        <C>

                                            SUN LIFE ASSURANCE COMPANY OF CANADA
- -------------------------------------------------------------------------------------------------------------------------------






- ------------------------------------------------------
                                                     |
                                                     |
                                                 SLC ASSET
                                              MANAGEMENT LIMITED
                                             (England and Wales)
                                                     |
                                                     |
                       |------------------------------------------------------------------|
                       |                                                                  |
                       |                                                                  |
               SUN LIFE OF CANADA                                                LANGBOURN PROPERTY
                 UNIT MANAGERS                                                  INVESTMENT SERVICES
                LIMITED (SLOCUM)                                                       LIMITED
              (England and Wales)                                               (England and Wales)
              Unit trusts manager                                                         |
                       |                                                                  |
                       |                                                                  |
                       |                       |------------------------------------------|------------------------|
                       |                       |                      |                         |                  |
                       |                       |                      |                         |                  |
               SUN LIFE OF CANADA          LANGBOURN           COURTS NOMINEES           EAGLE NOMINEES      MARE NOMINEES
                NOMINEES LIMITED           FINANCIAL               LIMITED                   LIMITED            LIMITED
                   (SLOCNOM)            SERVICES LIMITED      (England and Wales)      (England and Wales) (England and Wales)
               (England and Wales)    (England and Wales)          Nominee                   Nominee            Nominee
               Unit trust nominee          Financial,              services                  services          services
                                        investment and
                                       advisory services
                                               |
                                               |
                           |----------------------------------------|
                           |                                        |
                           |                                        |
                     BROAD STREET                              BUCKINGHAM
                     MALL LIMITED                                ESTATE
                  (England and Wales)                       (GENERAL PARTNER)
                  Management services                            LIMITED
                                                            (England and Wales)
                                                            Management services
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                        <C>

                                            SUN LIFE ASSURANCE COMPANY OF CANADA
- -------------------------------------------------------------------------------------------------------------------------------
           |               |                     |              |           |                     |                     |
           |         SPECTRUM UNITED       McLEAN BUDDEN        |  SUN LIFE OF CANADA       THE STORMONT         258256 HOLDINGS
           |         HOLDINGS, INC.        LIMITED (60%)        |   GROUP ASSURANCE       ELECTRIC LIGHT &        LIMITED (50%)
           |            (Canada)             (Canada)           |        COMPANY            POWER COMPANY           (Ontario)
           |                |           Investment counsel,     |     (Inactive and            (Ontario)           Investment
           |                |           Portfolio management    |    to be dissolved)      Holding company           vehicle
           |                |               and mutual          |                                 |
           |                |              fund manager         |                                 |
           |                |                                   |                                 |
           |          |----------------------|                  |                                 |
           |          |                      |                  |                                 |
           |   SPECTRUM UNITED            SUNETCO            1245792                      THE GLENGARRY AND
           |  MUTUAL FUNDS INC.         INVESTMENT         ONTARIO, INC.                   STORMONT RAILWAY
           |      (Canada)             SERVICES, INC.       (Ontario)                       COMPANY (71.3%)
           |          |                   (Canada)           Holding                           (Canada)
           |          |                      |               company
           |          |                      |                  |
           |          |29.4%            29.4%|             41.2%|
           |          |-----------------------------------------|
           |                                 |
           |                                 |
           |                         SUN LIFE FINANCIAL
           |                            HOLDINGS INC.
           |                              (Ontario)
           |                                 |
           |                                 |
           |                                 |
           |-----|    |----------------------|---------------------------|
            16%  |    |11%                   |                           |
                 |    |                      |                           |
            CENTURY 21 REAL           SUN LIFE TRUST                  SUN LIFE
             ESTATE CANADA                COMPANY                  SECURITIES INC.
               LTD. (27%)                 (Canada)                    (Canada)
                (Canada)                     |                           |
                                             |                           |
                                             |                           |
                                     SUN LIFE SAVINGS              T.E. FINANCIAL
                                       AND MORTGAGE               CONSULTANTS LTD.
                                       CORPORATION                    (33.3%)
                                         (Canada)                    (Canada)
                                                                         |
                                                                         |
                                                                  T.E. INVESTMENT
                                                                      COUNSEL
                                                                     (Canada)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                        <C>

                                            SUN LIFE ASSURANCE COMPANY OF CANADA
- -------------------------------------------------------------------------------------------------------------------------------
      |      |        |       |          |          |      |        |       |          |        |          |
   279906    |    PANORAMA    |  RIVERSIDE TERRACE  |   S. & M.     |     169086       |  ASSURE HEALTH    |
   ONTARIO   |   APARTMENTS   |  (OTTAWA) LIMITED   | DEVELOPMENTS  |  CANADA LIMITED  |    INC. (12%)     |
   LIMITED   |       LTD.     |      (Ontario)      |     LTD.      |    (Canada)      |     (Canada)      |
    (50%)    |    (Alberta)   |     Real estate     |   (British    |   Real estate    |  Health services  |
  (Ontario)  |   Real estate  |     management      |   Columbia)   |     holding      |                   |
 Investment  |   management   |                     |  Real estate  |                  |                   |
   vehicle   |                |                     |   management  |                  |                   |
             |                |                     |               |                  |                   |
             |                |                     |               |                  |                   |
         PREFERRED        CANADIAN              CANADIAN        AMAULICO           AMAULICO            FIRST REAL
          VISION          INSURERS              INSURERS           LTD.            FUND LTD.           PROPERTIES
         SERVICES         CAPITAL               CAPITAL         (Canada)           (Canada)           LIMITED (17.5%)
        INC. (20%)      CORPORATION I        CORPORATION II     Oil & gas          Oil & gas            (Ontario)
         (Canada)         (19.05%)              (21.43%)         holding            holding            Real estate
      Vision services    (Ontario)             (Ontario)         company            company              holding


                            |-----------------------------------------------------------|-----------------------------------------
                            |                                                           |
                            |                                                           |
                    SUN LIFE OF CANADA                                          SUN LIFE OF CANADA
                     (U.S.) CAPITAL                                              (U.S.) HOLDINGS
                        TRUST I                                                GENERAL PARTNER, INC.
                      (Delaware)                                                     (Delaware)
                       Trustee to                                                  General partner
                      institutional                                                     |
                       investors                                                        |
                            |------|----------------------------------------------------|
                            |      |                                                    |
                            |      |                                                    |
                            |*     |*            |----------------|---------------------|-------------------------|---------------
                    SUN LIFE OF CANADA     SUN LIFE OF       SUN BENEFIT           NEW LONDON              SUN LIFE INSURANCE
                      (U.S.) LIMITED      CANADA (U.S.)       SERVICES            TRUST F.S.B.             AND ANNUITY COMPANY
                      PARTNERSHIP I       DISTRIBUTORS,     COMPANY, INC.      (Federally Charted)            OF NEW YORK
                       (Delaware)              INC.          (Delaware)                |                       (New York)
                                           (Delaware)         Pension                  |
                                                |          brokerage and               |
                                                |          administrative              |
                                                |            services                  |
                                                |               |                      |
                                                |               |----------------------|-----------------------|
                                       SUNESCO INSURANCE   NEW LONDON           NLT SERVICES, INC.        80 SOUTH MAIN
                                          AGENCY, INC.       TRUST               (New Hampshire)           STREET CORP.
                                         (Massachusetts)   FINANCIAL              Bank support           (New Hampshire)
                                                            SERVICE                 services
                                                             CORP.
                                                        (New Hampshire)
                                                         Bank support
                                                           services
</TABLE>


- -------------------------------------------------------------------------------
* The sole general partner of Sun Life of Canada (U.S.) Limited Partnership I
(the "Limited Partnership") is Sun Life of Canada (U.S.) Holdings General
Partner, Inc. (the "General Partner"). The General Partner holds approximately
10% of the economic interest in the Limited Partnership, while Sun Life of
Canada (U.S.) Capital Trust I holds approximately 90% of the economic interest
in the Limited Partnership.
- -------------------------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                        <C>

                                            SUN LIFE ASSURANCE COMPANY OF CANADA
- -------------------------------------------------------------------------------------------------------------------------------
               |                           |                             |                       |
         SUN LIFE OF                    SUN LIFE                      SUN CANADA         SUN LIFE OF CANADA
      CANADA REINSURANCE                ASSURANCE                    FINANCIAL CO.        (INTERNATIONAL)
     HOLDINGS (U.S.), INC.             COMPANY OF                     (Delaware)               LIMITED
               |                       CANADA - U.S.                    Private                (Bermuda)
               |                        OPERATIONS                     placement
               |                       HOLDINGS, INC.                   offeror
               |                        (Delaware)
               |                            |
               |                            |----------------------------------------------------------------------------------
               |                            |
       SUN LIFE OF CANADA         SUN LIFE OF CANADA
          REINSURANCE            (U.S.) HOLDINGS, INC.
         COMPANY (U.S.)                (Delaware)
                                            |
                                            |
                                            |
- ------------------------------------------------------------|
                  |                                         |
                  |                                         |
          SUN LIFE ASSURANCE                        SUN LIFE OF CANADA
       COMPANY OF CANADA (U.S.)               REINSURANCE (BARBADOS) LIMITED
              (Delaware)                                 reinsurance
                  |                                       (Barbados)
                  |
- -------------------------------------------------------------------------------------------------------------------------------
          |          |          |         |                 |                        |                           |
          |     SUN CAPITAL     |     CLARENDON      SUN LIFE OF CANADA      SUN LIFE FINANCIAL         SUN LIFE INFORMATION
          |    ADVISERS, INC.   |     INSURANCE       (U.S.) SPE 97-1,        SERVICES LIMITED            SERVICES IRELAND
          |     (Delaware)      |   AGENCY, INC.            INC.                  (Bermuda)                   LIMITED
          |                     |  (Massachusetts)       (Delaware)              Off-shore             (Republic of Ireland)
          |                     |                      Limited purpose         administrative           Off-shore technology
          |                     |                          entity                 services
          |                     |
          |                     |
  SUN LIFE FINANCE        SUN FINANCIAL
     CORPORATION       GROUP ADVISERS, INC.
     (Inactive)            (Inactive)

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                        <C>

                                            SUN LIFE ASSURANCE COMPANY OF CANADA
- -------------------------------------------------------------------------------------------------------------------------------
         |                       |                     |                   |                       |
         |                       |                     |                   |                       |
  SUN LIFE OF CANADA     SUN LIFE ASSURANCE       PT ASURANSI         SLC SERVICES                 |
    INTERNATIONAL        COMPANY OF CANADA          SUN LIFE         PERU S.A. (90%)               |                     SEE
  ASSURANCE LIMITED      (BARBADOS) LIMITED      INDONESIA (80%)         (Peru)                    |
     (Barbados)              (Barbados)            (Indonesia)      Advisory services              |                   1245792
                                                 Life insurance        (Inactive)                  |                Ontario, Inc.
                                                    company                                        |       |--------- (Ontario)
                                                                                             99.99%|  0.01%|           Holding
- ---------------------------------|                                                                 |       |           company
                                 |                                                                 SUN LIFE
                                 |                                                              INVERSIONES S.A.
                         SUN LIFE OF CANADA                                                         (Chile)
                          (U.S.) FINANCIAL                                                      Holding company
                      SERVICES HOLDINGS, INC.                                                          |
                            (Delaware)                                                                 |
                                 |                                                                     |
                                 |                                                                     |
                           MASSACHUSETTS                                                         ADMINISTRADORA
                         FINANCIAL SERVICES                                                       DE FONDOS DE
                              COMPANY                                                        PENSIONES CUPRUM S.A.
                              (80.1%)                                                                (31.7%)
                             (Delaware)                                                              (Chile)
                                 |                                                                Pension fund
                                 |                                                                administrator
                                 |
          |----------------------|-----------------|------------------|------------------|-------------------|---------------------
          |                      |                 |                  |                  |                   |
          |                      |                 |                  |                  |                   |
       MFS FUND           MFS RETIREMENT      MFS SERVICE       MFS HERITAGE            MFS                 MFS
  DISTRIBUTORS, INC.      SERVICES, INC.      CENTER, INC.      TRUST COMPANY      INSTITUTIONAL       INTERNATIONAL
     (Delaware)             (Delaware)         (Delaware)      (New Hampshire)     ADVISORS, INC.           LTD.
                                             Transfer agent      Trustee for        (Delaware)           (Bermuda)
                                                                  IRAs and               |            Offshore funds
                                                                  qualified              |              manager and
                                                               retirement plans          |              distributor
                                                                                         |                   |
                                                                          |              |         |---------------------|
                                                                          |--------------|         |                     |
                                                                          |                        |                     |
                                                                          |                        |                     |
                                                                  MFS INSTITUTIONAL        MFS INTERNATIONAL    MFS INTERNATIONAL
                                                                 ADVISORS (AUSTRALIA)         (U.K.) LTD.            S.C. LTDA.
                                                                         LTD.             (England and Wales)        (Brazil)
                                                                     (Australia)            Off-shore funds     Offshore marketing
                                                                                              manager and             office
                                                                                              distributor
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                        <C>

                                            SUN LIFE ASSURANCE COMPANY OF CANADA
- -------------------------------------------------------------------------------------------------------------------------------
                            |                            |                     |
                            |                            |                     |
                     SUN LIFE (INDIA)             SUN LIFE (INDIA)      SUN LIFE (INDIA)
                   AMC INVESTMENTS INC.             DISTRIBUTION           SECURITIES
                        (Canada)                  INVESTMENTS INC.      INVESTMENTS INC.
                     Holding company                 (Canada)               (Canada)
                            |                     Holding company       Holding company
                            |                            |                     |
                 |---------------------|                 |                     |
                 |                     |                 |                     |
          BIRLA SUN LIFE        BIRLA SUN LIFE     BIRLA SUN LIFE        BIRLA SUN LIFE
         TRUSTEE COMPANY       ASSET MANAGEMENT     DISTRIBUTION       SECURITIES LIMITED
          LIMITED (50%)        COMPANY LIMITED     COMPANY LIMITED            (49%)
             (India)                 (50%)            (50.001%)              (India)
         Trustee to the             (India)            (India)
          mutual funds                 |
                                       |
                       |-----------------------------|
                       |                             |
                       |                             |
                INDIA ADVANTAGE                BIRLA CAPITAL
                   FUND LTD.                 INTERNATIONAL AMC
                Holding company               (Mauritius) LTD.
                  (Mauritius)                   (Mauritius)
                                            Investment advisors/
                                                 managers


- ---------------------------------------------------------------------------------------|
            |                            |                     |                       |
            |                            |                     |                       |
  MFS INTERNATIONAL, LTD.          MFS HOLDINGS        VERTEX INVESTMENT        MFS INVESTMENT
     Investment adviser           AUSTRALIA PTY         MANAGEMENT, INC.      MANAGEMENT CO. LTD.
      and distributor                 LIMITED              (Delaware)               (Japan)
        (Ireland)                   (Australia)
    (Inactive and to                     |
      be dissolved)                      |
                                    UNITED FUNDS
                                 MANAGEMENT LIMITED
                                    (Australia)

</TABLE>


Companies are wholly-owned unless otherwise indicated.

Companies shown on chart are those in which Sun Life holdings exceed 10% of
voting shares.



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