<PAGE>
As filed with the Securities and Exchange Commission on April __, 1999
REGISTRATION NO. 333-05227
811-05846
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-4
POST-EFFECTIVE AMENDMENT NO. 4 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 4 /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:
DAVID N. BROWN, ESQ.
COVINGTON & BURLING
1201 PENNSYLVANIA AVENUE, N.W.
P.O. BOX 7566
WASHINGTON, D.C. 20044
/X/ It is proposed that this filing will become effective on May 1, 1999
pursuant to paragraph (b) of Rule 485.
<PAGE>
PART A
INFORMATION REQUIRED IN A PROSPECTUS
Attached hereto and made a part hereof is:
Prospectus dated May 1, 1999 (MFS Regatta Classic)
Prospectus dated May 1, 1999 (Futurity Focus)
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
MAY 1, 1999
PROFILE
MFS REGATTA CLASSIC
VARIABLE AND FIXED
ANNUITY
THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT POINTS THAT YOU
SHOULD KNOW AND CONSIDER BEFORE PURCHASING THE CONTRACT. THE CONTRACT IS MORE
FULLY DESCRIBED IN THE FULL PROSPECTUS WHICH ACCOMPANIES THIS PROFILE. PLEASE
READ THE PROSPECTUS CAREFULLY.
1. THE MFS REGATTA CLASSIC ANNUITY
The MFS Regatta Classic Annuity is a flexible payment deferred annuity
contract ("Contract") designed for use in connection with retirement and
deferred compensation plans, some of which may qualify for favorable federal
income tax treatment. The Contract is intended to help you achieve your
retirement savings or other long-term investment goals.
The Contract has two phases: an Accumulation Phase and an Income Phase.
During the Accumulation Phase you make payments into the Contract; any
investment earnings under your Contract accumulate on a tax-deferred basis and
are taxed as income only when withdrawn. During the Income Phase, we make
annuity payments in amounts determined in part by the amount of money you have
accumulated under your Contract during the Accumulation Phase. You choose when
the Income Phase begins.
You may choose among 25 variable investment options and a range of fixed
interest options. For a variable investment return you choose one or more
Sub-Accounts in our Variable Account, each of which invests in shares of a
corresponding series of the MFS/Sun Life Series Trust (collectively, the
"Series") listed in Section 4. The value of any portion of your Contract
allocated to the Sub-Accounts will fluctuate up or down depending on the
performance of the Series you select, and you may experience losses. For a fixed
interest rate, you may choose one or more Guarantee Periods offered in our Fixed
Account, each of which earns its own Guaranteed Interest Rate if you keep your
money in that Guarantee Period for the specified length of time. The fixed
interest options may not be available in all states.
The Contract is designed to meet your need for investment flexibility. At
any time you may have amounts allocated among up to 18 of the available variable
and fixed options. Until we begin making annuity payments under your Contract,
you can, subject to certain limitations, transfer money between options up to 12
times each year without a transfer charge or adverse tax consequences.
2. ANNUITY PAYMENTS (THE INCOME PHASE)
Just as you can elect to have your Contract value accumulate on either a
variable or fixed basis, or a combination of both, you can elect to receive
annuity payments on either a variable or fixed basis or both. If you choose to
have any part of your annuity payments come from the Sub-Accounts, the dollar
amount of your annuity payments may fluctuate.
The Contract offers a variety of annuity options. You can select from
among the following methods of receiving either variable or fixed annuity
payments under your Contract: (1) monthly payments continuing for your lifetime
(assuming you are the annuitant); (2) monthly payments for your lifetime, but
with payments continuing to your chosen beneficiary for 5, 10, 15 or 20 years if
you die before the end of the period you have selected; (3) monthly payments for
your lifetime and the life of another person (usually your spouse) you have
chosen; and (4) monthly payments for a specified number of years (between 5 and
30), with a cash-out option for variable payments. You can also select a fixed
payment option where we will hold the amount applied to provide fixed annuity
payments with interest accrued at the rate we determine from time, which will be
at least 3% per year. We may also agree to other annuity options in our
discretion.
Once the Income Phase begins, you cannot change your choice of annuity
payment method.
<PAGE>
3. PURCHASING A CONTRACT
You may purchase a Contract for $25,000 or more, under most circumstances.
You may increase the value of your investment by adding $1,000 or more at any
time during the Accumulation Phase. We will not accept a Purchase Payment if
your Account Value is over $1 million, or if the Purchase Payment would cause
your Account Value to exceed $1 million, unless we have approved the Payment in
advance.
4. ALLOCATION OPTIONS
You can allocate your money among Sub-Accounts investing in the following
Series of the MFS/ Sun Life Series Trust:
<TABLE>
<S> <C>
Bond Series Managed Sectors Series
Capital Appreciation Series Massachusetts Investors Growth Stock Series
Capital Opportunities Series Massachusetts Investors Trust Series
Emerging Growth Series MFS/Foreign & Colonial Emerging Markets Equity Series
Equity Income Series Money Market Series
Global Asset Allocation Series New Discovery Series
Global Governments Series Research Series
Global Growth Series Research Growth and Income Series
Global Total Return Series Research International Series
Government Securities Series Strategic Income Series
High Yield Series Total Return Series
International Growth Series Utilities Series
International Growth and Income Series
</TABLE>
Market conditions will determine the value of an investment in any Series.
Each series is described in the Prospectus of the MFS/Sun Life Series Trust.
In addition to these variable options, you may also allocate your money to
one or more of the Guarantee Periods we make available. For each Guarantee
Period, we offer a Guaranteed Interest Rate for the specified length of time.
5. EXPENSES
The charges under the Contracts are as follows:
We impose an annual Account Fee of $50. We will waive the Account Fee
where your Account Value is greater than $100,000 on the Account Anniversary. We
also deduct insurance charges (which include an administrative expense charge)
equal to 1.15% per year of the average daily value of the Contract allocated
among the Sub-Accounts.
There are no sales charges when you purchase your MFS Regatta Classic
Annuity. However, if you withdraw money from your Contract, we will, with
certain exceptions, impose a withdrawal charge equal to 1% of purchase payments
you withdraw that have been held in your Account for less than one year.
If you withdraw, transfer, or annuitize money allocated to a Guarantee
Period more than 30 days before the expiration date of the Guarantee Period, the
amount will be subject to a Market Value Adjustment. This adjustment reflects
the relationship between our current Guaranteed Interest Rates, and the
Guaranteed Interest Rate applicable to the amount being withdrawn. Generally, if
your Guaranteed Interest Rate is lower than the relevant current rate, then the
adjustment will decrease your Contract value. Conversely, if your Guaranteed
Interest Rate is higher than the relevant current rate, the adjustment will
increase your Contract value. The Market Value Adjustment will not apply to the
withdrawal of interest credited during the current year, or to transfers as part
of our dollar cost averaging program.
In addition to the charges we impose under the Contracts, there are
charges (which include management fees and operating expenses) imposed by each
Series, which range from 0.56% to 1.55%
2
<PAGE>
of the average net assets of the Series, depending upon which Series you have
selected. The investment adviser has agreed to waive or reimburse a portion of
expenses for some of the Series; without this agreement, Series expenses could
be higher. Some of these arrangements may be terminated after one year, or
earlier if the Series Fund's Board of Trustees agrees.
The following chart is designed to help you understand the expenses you
will incur under your Contract, if you invest in one or more of the
Sub-Accounts. The column "Total Annual Expenses" shows the sum of the "Total
Annual Insurance Charges," as defined just above the chart, and the total
expenses (net of any applicable fee waiver and/or expense reimbursement) for
each Series. The next two columns show two examples of the expenses, in dollars,
you would pay under a Contract. The examples assume that you invested $1,000 in
a Contract which earns 5% annually and that you withdraw your money (1) at the
end of one year or (2) at the end of 10 years. For the first year, the Total
Annual Expenses are deducted, as well as withdrawal charges. For year 10, the
example shows the aggregate of all of the annual expenses deducted for the 10
years, but there is no withdrawal charge.
"Total Annual Insurance Charges" include the insurance charges of 1.15%,
plus an additional 0.10%, which is used to represent the $50 annual Account Fee
based on an assumed Contract value of $50,000. The actual impact of the Account
Fee may be greater or less than 0.10%, depending upon the value of your
Contract.
<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>
Bond Series 1.25%
(1.15% + 0.10%) 1.03% 2.28% $ 33 $ 262
Capital Appreciation Series 1.25%
(1.15% + 0.10%) 0.77% 2.07% $ 31 $ 235
Capital Opportunities Series 1.25%
(1.15% + 0.10%) 0.86% 2.11% $ 31 $ 244
Emerging Growth Series 1.25%
(1.15% + 0.10%) 0.78% 2.03% $ 31 $ 236
Equity Income Series 1.25%
(1.15% + 0.10%) 1.03% 2.28% $ 33 $ 262
Global Asset Allocation Series 1.25%
(1.15% + 0.10%) 0.90% 2.05% $ 32 $ 248
Global Governments Series 1.25%
(1.15% + 0.10%) 0.88% 2.13% $ 32 $ 246
Global Growth Series 1.25%
(1.15% + 0.10%) 1.01% 2.26% $ 33 $ 260
Global Total Return Series 1.25%
(1.15% + 0.10%) 0.93% 2.18% $ 32 $ 251
Government Securities Series 1.25%
(1.15% + 0.10%) 0.62% 1.87% $ 29 $ 219
High Yield Series 1.25%
(1.15% + 0.10%) 0.82% 2.07% $ 31 $ 240
International Growth Series 1.25%
(1.15% + 0.10%) 1.32% 2.57% $ 36 $ 290
International Growth and Income Series 1.25%
(1.15% + 0.10%) 1.16% 2.41% $ 34 $ 275
Managed Sectors Series 1.25%
(1.15% + 0.10%) 0.80% 2.05% $ 31 $ 238
Massachusetts Investors Growth Stock Series 1.25%
(1.15% + 0.10%) 0.97% 2.22% $ 33 $ 255
Massachusetts Investors Trust Series 1.25%
(1.15% + 0.10%) 0.59% 1.84% $ 29 $ 216
MFS/Foreign & Colonial Emerging Markets Equity 1.25%
Series (1.15% + 0.10%) 1.50% 2.75% $ 38 $ 308
Money Market Series 1.25%
(1.15% + 0.10%) 0.56% 1.81% $ 28 $ 213
New Discovery Series 1.25%
(1.15% + 0.10%) 1.28% 2.53% $ 36 $ 287
Research Series 1.25%
(1.15% + 0.10%) 0.76% 2.01% $ 30 $ 234
</TABLE>
3
<PAGE>
<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>
Research Growth and Income Series 1.25%
(1.15% + 0.10%) 0.95% 2.20% $ 32 $ 253
Research International Series 1.25%
(1.15% + 0.10%) 1.55% 2.80% $ 38 $ 313
Strategic Income Series 1.25%
(1.15% + 0.10%) 1.29% 2.54% $ 36 $ 288
Total Return Series 1.25%
(1.15% + 0.10%) 0.70% 1.95% $ 30 $ 227
Utilities Series 1.25%
(1.15% + 0.10%) 0.86% 2.11% $ 31 $ 244
</TABLE>
For more detailed information about Contract fees and expenses, please
refer to the fee table and discussion of Contract charges contained in the full
Prospectus which accompanies this Profile.
6. TAXES
Your earnings are not taxed until you take them out of your Contract. If
you take money out, earnings come out first and are taxed as income. If your
Contract is funded with pre-tax or tax deductible dollars (such as with a
pension or IRA contribution) -- we call this a Qualified Contract -- your entire
withdrawal will be taxable. If you are younger than 59 1/2 when you take money
out, you may be charged a 10% federal penalty tax on the earnings. Annuity
payments during the Income Phase are considered in part a return of your
original investment. That portion of each payment is not taxable except under a
Qualified Contract, in which case the entire payment will be taxable. In all
cases, you should consult with your tax adviser for specific tax information.
7. ACCESS TO YOUR MONEY
You can withdraw money from your Contract at any time during the
Accumulation Phase. A withdrawal of a purchase payment that has been credited to
your account for less than one year (365 days) will be subject to a 1%
withdrawal charge. All other withdrawals will not be subject to withdrawal
charges. You may also be required to pay income tax and possible tax penalties
on any money you withdraw.
We do not assess a withdrawal charge upon annuitization or transfers. In
addition, there may be other circumstances under which we may waive the
withdrawal charge.
In addition to the withdrawal charge, amounts you withdraw, transfer or
annuitize from the Fixed Account before your Guarantee Period has ended may be
subject to a Market Value Adjustment.
8. PERFORMANCE
If you invest in one or more Sub-Accounts, the value of your Contract will
increase or decrease depending upon the investment performance of the Series you
choose.
The following chart shows total returns for investment in the Sub-Accounts
where the corresponding Series has at least one full calendar year of
operations. The returns reflect all charges and deductions of the Series and
Sub-Accounts and deduction of the Annual Account Fee. They do not
4
<PAGE>
reflect deduction of any withdrawal charges or premium taxes. These charges, if
included, would reduce the performance numbers shown. Past performance is not a
guarantee of future results.
<TABLE>
<CAPTION>
CALENDAR YEAR
-------------------------------------------------------------------------------
SUB-ACCOUNT 1998 1997 1996 1995 1994 1993 1992 1991 1990
----------------------------------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Bond Series -- -- -- -- -- -- -- -- --
Capital Appreciation Series 27.32% 21.33% 19.98% 32.84% (4.79)% 16.56% 12.24% 39.21% (10.80)%
Capital Opportunities Series 25.58% 25.73% -- -- -- -- -- -- --
Emerging Growth Series 32.41% 20.16% 15.64% -- -- -- -- -- --
Equity Income Series -- -- -- -- -- -- -- -- --
Global Asset Allocation Series 5.37% 9.24% 14.53% 20.15% -- -- -- -- --
Global Governments Series 14.21% (2.21)% 3.32% 14.24% (5.67)% 17.42% (0.65)% 13.45% 11.94%
Global Growth Series 13.30% 13.62% 11.69% 14.57% 1.65% -- -- -- --
Global Total Return Series 17.05% 12.28% 12.86% 16.47% -- -- -- -- --
Government Securities Series 7.54% 7.15% 0.34% 16.21% (3.37)% 7.35% 5.48% 14.41% 7.53%
High Yield Series (0.05)% 11.55% 10.71% 15.61% (3.44)% 16.29% 13.55% 45.80% (15.44)%
International Growth Series 0.79% (3.09)% -- -- -- -- -- -- --
International Growth and Income
Series 20.29% 4.95% 3.59% -- -- -- -- -- --
Managed Sectors Series 11.04% 23.81% 16.09% 30.62% (3.14)% 2.78% 5.18% 60.21% (11.58)%
Massachusetts Investors Growth
Stock Series -- -- -- -- -- -- -- -- --
Massachusetts Investors Trust
Series 22.49% 30.04% 23.84% 35.77% (2.33)% 7.08% 4.34% -- --
MFS/Foreign & Colonial Emerging
Markets Equity Series (30.76)% 8.78% -- -- -- -- -- -- --
Money Market Series 3.87% 3.52% 3.61% 4.15% 2.42% 1.36% 2.06% 4.50% 6.52%
New Discovery Series -- -- -- -- -- -- -- -- --
Research Series 22.28% 19.07% 22.28% 35.77% -- -- -- -- --
Research Growth and Income Series 20.84% -- -- -- -- -- -- -- --
Research International Series -- -- -- -- -- -- -- -- --
Strategic Income Series -- -- -- -- -- -- -- -- --
Total Return Series 10.52% 20.18% 12.58% 25.20% (3.47)% 12.00% 7.24% 20.11% 1.40%
Utilities Series 16.30% 30.82% 18.87% 30.80% (5.76)% -- -- -- --
</TABLE>
9. DEATH BENEFIT
If the Annuitant dies before the Contract reaches the Income Phase, the
beneficiary will receive a death benefit. To calculate the death benefit, we use
a "Death Benefit Date", which is the earliest date we have both due proof of
death and a written request specifying the manner of payment.
If the Annuitant was 85 or younger when we issued your Contract, the death
benefit is the greatest of:
(1) the value of the Contract on the Death Benefit Date;
(2) the amount we would pay in the event of a full surrender of the
Contract on the Death Benefit Date; and
(3) your total Purchase Payments minus the sum of all partial withdrawals
from your Account.
If the Annuitant was 86 or older when we issued your Contract, the death
benefit is equal to the amount set forth in (2) above.
10. OTHER INFORMATION
FREE LOOK. Depending upon applicable state law, if you cancel your
Contract within 10 days after receiving it we will send you the value of your
Contract as of the day we received your cancellation request (this may be more
or less than the original purchase payment) and we will not deduct a withdrawal
charge. However, if applicable state or federal law requires, we will refund the
full amount of any purchase payment(s) we receive and the "free look" period may
be greater than 10 days.
NO PROBATE. In most cases, when you die, the beneficiary will receive the
death benefit without going through probate. However, avoiding probate does not
mean that the beneficiary will not have tax liability as a result of receiving
the death benefit.
5
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WHO SHOULD PURCHASE A CONTRACT? The Contract is designed for those seeking
long-term tax deferred accumulation of assets and annuity features generally for
retirement or other long-term purposes. The tax-deferred feature is most
attractive to purchasers in high federal and state income tax brackets. You
should note that qualified retirement investments automatically provide tax
deferral regardless of whether the underlying contract is an annuity. You should
not buy a Contract if you are looking for a short-term investment or if you
cannot risk a decrease in the value of your investment.
CONFIRMATIONS AND QUARTERLY STATEMENTS. You will receive a confirmation of
each transaction within your Contract. On a quarterly basis, you will receive a
complete statement of your transactions over the past quarter and a summary of
your account values during that period.
ADDITIONAL FEATURES. The MFS Regatta Classic Annuity offers the following
additional convenient features, which you may choose at no extra charge.
Dollar Cost Averaging -- This program lets you invest gradually in up to 4
Sub-Accounts.
Asset Allocation -- One or more asset allocation programs may be available
in connection with the Contract.
Systematic Withdrawal Program -- This program allows you to receive
quarterly, semi-annual or annual payments during the Accumulation Phase.
Portfolio Rebalancing Programs -- Under this program, we automatically
reallocate your investments in the Sub-Accounts to maintain the proportions you
select. You can elect rebalancing on a quarterly, semi-annual or annual basis.
11. INQUIRIES
If you would like more information about buying a Contract, please contact
your broker or registered representative. If you have any other questions,
please contact us at:
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
ANNUITY SERVICE MAILING ADDRESS
C/O RETIREMENT PRODUCTS AND SERVICES
P.O. BOX 1024
BOSTON, MASSACHUSETTS 02103
TEL: TOLL FREE (800) 752-7215
IN MASSACHUSETTS (617) 348-9600
6
<PAGE>
PROSPECTUS
MAY 1, 1999
MFS REGATTA CLASSIC
Sun Life Assurance Company of Canada (U.S.) and Sun Life of Canada (U.S.)
Variable Account F offer the flexible payment deferred annuity contracts and
certificates described in this Prospectus to groups and individuals.
You may choose among 25 variable investment options and a range of fixed
options. The variable options are Sub-Accounts in the Variable Account. Each
Sub-Account invests in one of the following series of the MFS/Sun Life Series
Trust (the "Series Fund"), a mutual fund advised by our affiliate, Massachusetts
Financial Services Company:
<TABLE>
<S> <C>
Bond Series International Growth and Income Series
Capital Appreciation Series Managed Sectors Series
Capital Opportunities Series Massachusetts Investors Growth Stock Series
Emerging Growth Series Massachusetts Investors Trust Series
Equity Income Series MFS/Foreign & Colonial Emerging Markets Equity Series
Global Asset Allocation Series Money Market Series
Global Governments Series New Discovery Series
Global Growth Series Research Series
Global Total Return Series Research Growth and Income Series
Government Securities Series Research International Series
High Yield Series Strategic Income Series
International Growth Series Total Return Series
Utilities Series
</TABLE>
The fixed account options are available for specified time periods, called
Guarantee Periods, and pay interest at a guaranteed rate for each period.
THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE SERIES
FUND. PLEASE READ THIS PROSPECTUS AND THE SERIES FUND PROSPECTUS CAREFULLY
BEFORE INVESTING AND KEEP THEM FOR FUTURE REFERENCE. THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE MFS REGATTA CLASSIC ANNUITY AND THE SERIES FUND.
We have filed a Statement of Additional Information dated May 1, 1999 (the
"SAI") with the Securities and Exchange Commission (the "SEC"), which is
incorporated by reference in this Prospectus. The table of contents for the SAI
is on page 74 of this Prospectus. You may obtain a copy without charge by
writing to our Annuity Service Mailing Address or by telephoning (800) 752-7215
or (617) 348-9600. In addition, the SEC maintains a website (http://www.sec.gov)
that contains the SAI, material incorporated by reference, and other information
regarding companies that file with the SEC.
THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY,
ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
ANY REFERENCE IN THIS PROSPECTUS TO RECEIPT BY US MEANS RECEIPT AT THE FOLLOWING
ADDRESS:
ANNUITY SERVICE MAILING ADDRESS, C/O SUN LIFE ASSURANCE COMPANY OF CANADA
(U.S.)
RETIREMENT PRODUCTS AND SERVICES, P.O. BOX 1024, BOSTON, MASSACHUSETTS
02103
1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Special Terms 4
Expense Summary 4
Summary of Contract Expenses 4
Series Fund Annual Expenses 5
Examples 6
Condensed Financial Information 7
The MFS Regatta Classic Annuity 7
Communicating To Us About Your Contract 7
Sun Life Assurance Company of Canada (U.S.) 8
The Variable Account 8
Variable Account Options: The MFS/Sun Life Series Trust 8
The Fixed Account 11
The Fixed Account Options: The Guarantee Periods 11
The Accumulation Phase 11
Issuing Your Contract 11
Amount and Frequency of Purchase Payments 12
Allocation of Net Purchase Payments 12
Your Account 12
Your Account Value 12
Variable Account Value 12
Fixed Account Value 13
Transfer Privilege 14
Waivers; Reduced Charges; Credits; Bonus Guaranteed Interest Rates 15
Optional Programs 15
Withdrawals, Withdrawal Charge and Market Value Adjustment 16
Cash Withdrawals 16
Withdrawal Charge 18
Market Value Adjustment 18
Contract Charges 19
Account Fee 19
Administrative Expense Charge 19
Mortality and Expense Risk Charge 19
Premium Taxes 20
Series Fund Expenses 20
Modification in the Case of Group Contracts 20
Death Benefit 20
Amount of Death Benefit 20
Method of Paying Death Benefit 21
Selection and Change of Beneficiary 21
Payment of Death Benefit 21
Due Proof of Death 21
The Income Phase -- Annuity Provisions 22
Selection of the Annuitant or Co-Annuitant 22
Selection of the Annuity Commencement Date 22
Annuity Options 23
Selection of Annuity Option 23
Amount of Annuity Payments 24
Exchange of Variable Annuity Units 25
Account Fee 25
Annuity Payment Rates 25
Annuity Options as Method of Payment for Death Benefit 25
Other Contract Provisions 25
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
Exercise of Contract Rights 25
Change of Ownership 26
Death of Participant 26
Voting of Series Fund Shares 27
Periodic Reports 27
Substitution of Securities 28
Change in Operation of Variable Account 28
Splitting Units 28
Modification 28
Discontinuance of New Participants 29
Reservation of Rights 29
Right to Return 29
Federal Tax Status 29
Introduction 29
Deductibility of Purchase Payments 30
Pre-Distribution Taxation of Contracts 30
Distributions and Withdrawals from Non-Qualified Contracts 30
Distribution and Withdrawals from Qualified Contracts 30
Withholding 31
Purchase of Immediate Annuity Contract and Deferred Annuity Contract 31
Investment Diversification and Control 31
Tax Treatment of the Company and the Variable Account 31
Qualified Retirement Plans 32
Pension and Profit-Sharing Plans 32
Tax-Sheltered Annuities 32
Individual Retirement Accounts 32
Roth IRAs 33
Administration of the Contracts 33
Distribution of the Contracts 33
Performance Information 33
Available Information 35
Incorporation of Certain Documents by Reference 35
Additional Information About the Company 35
Business of the Company 35
Selected Financial Data 36
Management's Discussion and Analysis of Financial Condition and Results of Operations 36
Demutualization 44
Year 2000 Compliance 44
Sale of Subsidiary 45
Quantitative and Qualitative Disclosures About Market Risk 45
Reinsurance 47
Reserves 47
Investments 47
Competition 47
Employees 47
Properties 48
State Regulation 48
Legal Proceedings 48
Accountants 48
Financial Statements 49
Table of Contents of Statement of Additional Information 74
Appendix A -- Glossary 76
Appendix B -- Condensed Financial Information -- Accumulation Unit Values 79
Appendix C -- Withdrawals, Withdrawal Charges and the Market Value Adjustment 81
</TABLE>
3
<PAGE>
SPECIAL TERMS
Your Contract is a legal document that uses a number of specially defined
terms. We explain most of the terms that we use in this Prospectus in the
context where they arise, and some are self-explanatory. In addition, for
convenient reference, we have compiled a list of these terms in the Glossary
included at the back of this Prospectus as Appendix A. If, while you are reading
this Prospectus, you come across a term that you do not understand, please refer
to the Glossary for an explanation.
EXPENSE SUMMARY
The purpose of the following table is to help you understand the costs and
expenses that you will bear directly and indirectly under a Contract WHEN YOU
ALLOCATE MONEY TO THE VARIABLE ACCOUNT. The table reflects expenses of the
Variable Account as well as of each Series of the Series Fund. The table should
be considered together with the narrative provided under the heading "Contract
Charges" in this Prospectus, and with the Series Fund's prospectus. In addition
to the expenses listed below, we may deduct premium taxes.
SUMMARY OF CONTRACT EXPENSES
<TABLE>
<S> <C>
TRANSACTION EXPENSES
Sales Load Imposed on Purchase Payments............................................ $ 0
Deferred Sales Load (as a percentage of Purchase Payments withdrawn) (1)
Number of Years Purchase Payment in Account
Less than 1.................................................................... 1%
1 or more...................................................................... 0%
Transfer Fee (2)................................................................... $ 0
ANNUAL ACCOUNT FEE per Contract or Certificate (3) $ 50
VARIABLE ACCOUNT ANNUAL EXPENSES (as a percentage of average Variable Account
assets)
Mortality and Expense Risk Charge................................................ 1.00%
Administrative Expense Charge.................................................... 0.15%
Other Fees and Expenses of the Variable Account.................................. 0.00%
-----
Total Variable Account Annual Expenses............................................. 1.15%
</TABLE>
- ------------------------
(1) After a Purchase Payment has been in your Account for one Account Year it
may be withdrawn free of the withdrawal charge.
(2) A Market Value Adjustment may be imposed on amounts transferred from or
within the Fixed Account.
(3) The Annual Account Fee is $50. We will waive the Annual Account Fee when the
Participant's Account value is greater than $100,000 on the Account
Anniversary.
4
<PAGE>
SERIES FUND ANNUAL EXPENSES (1)
(AS A PERCENTAGE OF SERIES FUND NET ASSETS)
<TABLE>
<CAPTION>
OTHER TOTAL FUND
MANAGEMENT EXPENSES(2) EXPENSES
FEES (AFTER REIMBURSEMENT) (AFTER REIMBURSEMENT)
--------------- ------------------------ ------------------------
<S> <C> <C> <C>
Bond Series(3).................................... 0.60% 0.43% 1.03%
Capital Appreciation Series....................... 0.73% 0.04% 0.77%
Capital Opportunities Series...................... 0.75% 0.11% 0.86%
Emerging Growth Series............................ 0.72% 0.06% 0.78%
Equity Income Series(3)........................... 0.75% 0.28% 1.03%(3)
Global Asset Allocation Series.................... 0.75% 0.15% 0.90%
Global Governments Series......................... 0.75% 0.13% 0.88%
Global Growth Series.............................. 0.90% 0.11% 1.01%
Global Total Return Series........................ 0.75% 0.18% 0.93%
Government Securities Series...................... 0.55% 0.07% 0.62%
High Yield Series................................. 0.75% 0.07% 0.82%
International Growth Series....................... 0.98% 0.34% 1.32%
International Growth and Income Series............ 0.98% 0.18% 1.16%
Managed Sectors Series............................ 0.74% 0.06% 0.80%
Massachusetts Investors Growth Stock Series....... 0.75% 0.22% 0.97%
Massachusetts Investors Trust Series.............. 0.55% 0.04% 0.59%
MFS/Foreign & Colonial Emerging Markets Equity
Series........................................... 1.25% 0.25% 1.50%
Money Market Series............................... 0.50% 0.06% 0.56%
New Discovery Series(3)........................... 0.90% 0.38% 1.28%(3)
Research Series................................... 0.70% 0.06% 0.76%
Research Growth and Income Series................. 0.75% 0.20% 0.95%
Research International Series(3).................. 1.00% 0.55% 1.55%(3)
Strategic Income Series(3)........................ 0.75% 0.54% 1.29%(3)
Total Return Series............................... 0.65% 0.05% 0.70%
Utilities Series.................................. 0.75% 0.11% 0.86%
</TABLE>
- ------------------------
(1) The information relating to Series Fund expenses was provided by the Series
Fund and we have not independently verified it. You should consult the
Series Fund prospectus for more information about Series Fund expenses.
(2) Each Series has an expense offset arrangement which reduces the Series'
custodian fee based upon the amount of cash maintained by the Series with
its custodian and dividend disbursing agent, and may enter into such other
arrangements and directed brokerage arrangements (which would also have the
effect of reducing the Series' expenses). Any such fee reductions are not
reflected under "Other Expenses."
(3) "Other Expenses" and "Total Fund Expenses" are based on actual expenses for
the fiscal year ended December 31, 1998, net of any expense reimbursement
and/or fee waiver. MFS has agreed to bear the expenses of certain of the
Series (excluding management fees, taxes, extraordinary expenses and
brokerage and transaction costs) in excess of the following annual
percentage of such Series' average daily net assets:
<TABLE>
<S> <C>
Bond Series...................................................... 0.40%
Equity Income Series............................................. 0.25%
New Discovery Series............................................. 0.35%
Research International Series.................................... 0.50%
Strategic Income Series.......................................... 0.50%
</TABLE>
Without taking into account the fee waiver and/or expense reimbursement,
expenses for these Series would have been as follows: Bond Series -- Other
Expenses 0.47% and Total Fund Expenses 1.07%; Equity Income Series -- Other
Expenses 0.76% and Total Fund Expenses 1.51%; New Discovery Series -- Other
Expenses 0.70% and Total Fund Expenses 1.60%; Research International Series
-- Other Expenses 2.86% and Total Fund Expenses 3.86%; and Strategic Income
Series -- Other Expenses 0.67% and Total Fund Expenses 1.42%.
These arrangements will remain in effect until at least May 1, 2000, absent
earlier modification by the Series' Fund's Board of Trustees.
5
<PAGE>
EXAMPLES
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>
Bond Series............................................................... $ 33 $ 71 $ 122 $ 262
Capital Appreciation Series............................................... $ 31 $ 63 $ 109 $ 235
Capital Opportunities Series.............................................. $ 31 $ 66 $ 113 $ 244
Emerging Growth Series.................................................... $ 31 $ 64 $ 109 $ 236
Equity Income Series...................................................... $ 33 $ 71 $ 122 $ 262
Global Asset Allocation Series............................................ $ 32 $ 67 $ 115 $ 248
Global Governments Series................................................. $ 32 $ 67 $ 114 $ 246
Global Growth Series...................................................... $ 33 $ 71 $ 121 $ 260
Global Total Return Series................................................ $ 32 $ 68 $ 117 $ 251
Government Securities Series.............................................. $ 29 $ 59 $ 101 $ 219
High Yield Series......................................................... $ 31 $ 65 $ 111 $ 240
International Growth Series............................................... $ 36 $ 80 $ 137 $ 290
International Growth and Income Series.................................... $ 34 $ 75 $ 129 $ 275
Managed Sectors Series.................................................... $ 31 $ 64 $ 110 $ 238
Massachusetts Investors Growth Stock Series............................... $ 33 $ 69 $ 119 $ 255
Massachusetts Investors Trust Series...................................... $ 29 $ 58 $ 100 $ 216
MFS/Foreign & Colonial Emerging Markets Equity Series..................... $ 38 $ 85 $ 145 $ 308
Money Market Series....................................................... $ 28 $ 57 $ 98 $ 213
New Discovery Series...................................................... $ 36 $ 79 $ 135 $ 287
Research Series........................................................... $ 30 $ 63 $ 108 $ 234
Research Growth and Income Series......................................... $ 32 $ 69 $ 118 $ 253
Research International Series............................................. $ 38 $ 87 $ 148 $ 313
Strategic Income Series................................................... $ 36 $ 79 $ 135 $ 288
Total Return Series....................................................... $ 30 $ 61 $ 105 $ 227
Utilities Series.......................................................... $ 31 $ 66 $ 113 $ 244
</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>
Bond Series............................................................... $ 23 $ 71 $ 122 $ 262
Capital Appreciation Series............................................... $ 21 $ 63 $ 109 $ 235
Capital Opportunities Series.............................................. $ 21 $ 66 $ 113 $ 244
Emerging Growth Series.................................................... $ 21 $ 64 $ 109 $ 236
Equity Income Series...................................................... $ 23 $ 71 $ 122 $ 262
Global Asset Allocation Series............................................ $ 22 $ 67 $ 115 $ 248
Global Governments Series................................................. $ 22 $ 67 $ 114 $ 246
Global Growth Series...................................................... $ 23 $ 71 $ 121 $ 260
Global Total Return Series................................................ $ 22 $ 68 $ 117 $ 251
Government Securities Series.............................................. $ 19 $ 59 $ 101 $ 219
High Yield Series......................................................... $ 21 $ 65 $ 111 $ 240
International Growth Series............................................... $ 26 $ 80 $ 137 $ 290
International Growth and Income Series.................................... $ 24 $ 75 $ 129 $ 275
Managed Sectors Series.................................................... $ 21 $ 64 $ 110 $ 238
Massachusetts Investors Growth Stock Series............................... $ 23 $ 69 $ 119 $ 255
Massachusetts Investors Trust Series...................................... $ 19 $ 58 $ 100 $ 216
MFS/Foreign & Colonial Emerging Markets Equity Series..................... $ 28 $ 85 $ 145 $ 308
Money Market Series....................................................... $ 18 $ 57 $ 98 $ 213
New Discovery Series...................................................... $ 26 $ 79 $ 135 $ 287
Research Series........................................................... $ 20 $ 63 $ 108 $ 234
Research Growth and Income Series......................................... $ 22 $ 69 $ 118 $ 253
Research International Series............................................. $ 28 $ 87 $ 148 $ 313
Strategic Income Series................................................... $ 26 $ 79 $ 135 $ 288
Total Return Series....................................................... $ 20 $ 61 $ 105 $ 227
Utilities Series.......................................................... $ 21 $ 66 $ 113 $ 244
</TABLE>
THE EXAMPLES SHOULD NOT BE CONSIDERED TO BE REPRESENTATIONS OF PAST OR
FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LOWER THAN THOSE SHOWN.
6
<PAGE>
CONDENSED FINANCIAL INFORMATION
Historical information about the value of the units we use to measure the
variable portion of your Contract ("Variable Accumulation Units") is included in
the back of this Prospectus as Appendix B. This information covers the period
since we began selling the Contracts in January 1997 through December 31, 1998.
THE MFS REGATTA CLASSIC ANNUITY
Sun Life Assurance Company of Canada (U.S.) (the "Company", "we" or "us")
and Sun Life of Canada (U.S.) Variable Account F (the "Variable Account") offer
the MFS Regatta Classic Annuity to groups and individuals for use in connection
with their retirement plans. The Contracts are available on a group basis and,
in certain states, may be available on an individual basis. We issue an
Individual Contract directly to the individual owner of the Contract. We issue a
Group Contract to the Owner covering all individuals participating under the
Group Contract. Each individual receives a Certificate that evidences his or her
participation under the Group Contract.
In this Prospectus, unless we state otherwise, we refer to both the owners
of Individual Contracts and participating individuals under Group Contracts as
"Participants" and we address all those Participants as "you"; we use the term
"Contracts" to include Individual Contracts, Group Contracts and Certificates
issued under Group Contracts. For the purpose of determining benefits under both
Individual Contracts and Group Contracts, we establish an Account for each
Participant, which we will refer to as "your" Account or a "Participant
Account."
The Contract provides a number of important benefits for your retirement
planning. It has an Accumulation Phase, during which you make payments under the
Contract and allocate them to one or more Variable Account or Fixed Account
options, and an Income Phase, during which we make payments based on the amount
you have accumulated. The Contract provides tax deferral, so that you do not pay
taxes on your earnings under the Contract until you withdraw them. It provides a
death benefit if the Annuitant dies during the Accumulation Phase. Finally, if
you so elect, during the Income Phase we will make payments to you or someone
else for life or for another period that you choose.
You choose these benefits on a variable or fixed basis or a combination of
both. The Fixed Account options may not be available in all states. When you
choose variable investment options or a Variable Annuity option, your benefits
will be responsive to changes in the economic environment, including
inflationary forces and changes in rates of return available from different
types of investments. With these options, you assume all investment risk under
the Contract. When you choose a Guarantee Period in our Fixed Account or a Fixed
Annuity option, we assume the investment risk, except in the case of early
withdrawals, where you bear the risk of unfavorable interest rate changes. You
also bear the risk that the interest rates we will offer in the future and the
rates we will use in determining your Fixed Annuity may not exceed our minimum
guaranteed rate, which is 3% per year, compounded annually.
The Contracts are designed for use in connection with retirement and
deferred compensation plans, some of which qualify for favorable federal income
tax treatment under Sections 401, 403, 408 or 408A of the Internal Revenue Code.
The Contracts are also designed so that they may be used in connection with
certain non-tax-qualified retirement plans, such as payroll savings plans and
such other groups (trusteed or nontrusteed) as may be eligible under applicable
law. We refer to Contracts used with plans that receive favorable tax treatment
as "Qualified Contracts," and all others as "Non-Qualified Contracts."
COMMUNICATING TO US ABOUT YOUR CONTRACT
All materials sent to us, including Purchase Payments, must be sent to our
Annuity Service Mailing Address set forth on the first page of this Prospectus.
For all telephone communications, you must call (800) 752-7215 or (617)
348-9600.
7
<PAGE>
Unless this Prospectus states differently, we will consider all materials
sent to us and all telephone communications to be received on the date we
actually receive them at the Annuity Service Mailing Address. However, we will
consider Purchase Payments, withdrawal requests and transfer instructions to be
received on the next Business Day if we receive them (1) on a day that is not a
Business Day or (2) after 4:00 p.m., Eastern Time.
When we specify that notice to us must be in writing, we reserve the
right, in our sole discretion, to accept notice in another form.
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
We are a stock life insurance company incorporated under the laws of
Delaware on January 12, 1970. We do business in 48 states, the District of
Columbia, and Puerto Rico, and we have an insurance company subsidiary that does
business in New York. Our Executive Office mailing address is One Sun Life
Executive Park, Wellesley Hills, Massachusetts 02481.
We are an indirect wholly-owned subsidiary of Sun Life Assurance Company
of Canada ("Sun Life (Canada)"). Sun Life (Canada) is a mutual life insurance
company incorporated pursuant to Act of Parliament of Canada in 1865 and
currently transacts business in all of the Canadian provinces and territories,
all U.S. states (except New York), the District of Columbia, Puerto Rico, the
Virgin Islands, Great Britain, Ireland, Hong Kong, Bermuda and the Philippines.
THE VARIABLE ACCOUNT
We established the Variable Account as a separate account on July 13,
1989, pursuant to a resolution of our Board of Directors. Under Delaware
insurance law and the Contract, the income, gains or losses of the Variable
Account are credited to or charged against the assets of the Variable Account
without regard to the other income, gains, or losses of the Company. These
assets are held in relation to the Contracts described in this Prospectus and
other variable annuity contracts that provide benefits that vary in accordance
with the investment performance of the Variable Account. Although the assets
maintained in the Variable Account will not be charged with any liabilities
arising out of any other business we conduct, all obligations arising under the
Contracts, including the promise to make annuity payments, are general corporate
obligations of the Company.
The assets of the Variable Account are divided into Sub-Accounts. Each
Sub-Account invests exclusively in shares of a specific Series of the MFS/Sun
Life Series Trust (the "Series Fund"). All amounts allocated to the Variable
Account will be used to purchase Series Fund shares as designated by you at
their net asset value. Any and all distributions made by the Series Fund with
respect to the shares held by the Variable Account will be reinvested to
purchase additional shares at their net asset value. Deductions from the
Variable Account for cash withdrawals, annuity payments, death benefits, Account
Fees, contract charges against the assets of the Variable Account for the
assumption of mortality and expense risks, administrative expenses and any
applicable taxes will, in effect, be made by redeeming the number of Series Fund
shares at their net asset value equal in total value to the amount to be
deducted. The Variable Account will be fully invested in Series Fund shares at
all times.
VARIABLE ACCOUNT OPTIONS:
THE MFS/SUN LIFE SERIES TRUST
The MFS/Sun Life Series Trust (the "Series Fund") is an open-end
management investment company registered under the Investment Company Act of
1940. Our affiliate, Massachusetts Financial Services Company ("MFS"), serves as
the investment adviser to the Series Fund.
The Series Fund is composed of 26 independent portfolios of securities,
each of which has separate investment objectives and policies. Shares of the
Series Fund are issued in 26 Series, each corresponding to one of the
portfolios. The Contracts provide for investment by the Sub-Accounts in shares
of the 25 Series of the Series Fund described below. Additional portfolios may
be added to the Series Fund which may or may not be available for investment by
the Variable Account.
8
<PAGE>
BOND SERIES will primarily seek as high a level of current income as is
believed to be consistent with prudent investment risk; its secondary
objective is to seek to protect shareholders' capital.
CAPITAL APPRECIATION SERIES will seek to maximize capital appreciation by
investing in securities of all types, with major emphasis on common stocks.
CAPITAL OPPORTUNITIES SERIES will seek capital appreciation.
EMERGING GROWTH SERIES will seek long-term growth of capital.
EQUITY INCOME SERIES will primarily seek reasonable income by investing
mainly in income producing securities; its secondary objective is to seek
capital appreciation.
GLOBAL ASSET ALLOCATION SERIES (formerly, World Asset Allocation Series)
will seek total return over the long term through investments in equity and
fixed income securities and will also seek to have low volatility of share
price (I.E., net asset value per share) and reduced risk (compared to an
aggressive equity/fixed income portfolio).
GLOBAL GOVERNMENTS SERIES (formerly, World Government Series) will seek to
provide moderate current income, preservation of capital and growth of
capital by investing in debt obligations that are issued or guaranteed as
to principal and interest by either (i) the U.S. Government, its agencies,
authorities, or instrumentalities, or (ii) the governments of foreign
countries (to the extent that the Series' adviser believes that the higher
yields available from foreign government securities are sufficient to
justify the risks of investing in these securities).
GLOBAL GROWTH SERIES (formerly, World Growth Series) will seek capital
appreciation by investing in securities of companies worldwide growing at
rates expected to be well above the growth rate of the overall U.S.
economy.
GLOBAL TOTAL RETURN SERIES (formerly, World Total Return Series) will seek
total return by investing in securities which will provide above average
current income (compared to a portfolio invested entirely in equity
securities) and opportunities for long-term growth of capital and income.
GOVERNMENT SECURITIES SERIES will seek current income and preservation of
capital by investing in U.S. Government and U.S. Government-related
securities.
HIGH YIELD SERIES will seek high current income and capital appreciation by
investing primarily in certain lower rated or unrated securities (possibly
with equity features) of U.S. and foreign issuers (also known as "junk
bonds").
INTERNATIONAL GROWTH SERIES will seek capital appreciation.
INTERNATIONAL GROWTH AND INCOME SERIES will seek capital appreciation and
current income.
MANAGED SECTORS SERIES will seek capital appreciation by varying the
weighting of its portfolio among 13 industry sectors.
MASSACHUSETTS INVESTORS GROWTH STOCK SERIES will seek to provide long-term
growth of capital and future income rather than current income.
MASSACHUSETTS INVESTORS TRUST SERIES (formerly, Conservative Growth Series)
will seek long-term growth of capital and future income while providing
more current dividend income than is normally obtainable from a portfolio
of only growth stocks.
MFS/FOREIGN & COLONIAL EMERGING MARKETS EQUITY SERIES will seek capital
appreciation.
MONEY MARKET SERIES will seek maximum current income to the extent
consistent with stability of principal by investing exclusively in money
market instruments maturing in less than 13 months.
9
<PAGE>
NEW DISCOVERY SERIES will seek capital appreciation.
RESEARCH SERIES will seek to provide long-term growth of capital and future
income.
RESEARCH GROWTH AND INCOME SERIES will seek to provide long-term growth of
capital, current income and growth of income.
RESEARCH INTERNATIONAL SERIES will seek capital appreciation.
STRATEGIC INCOME SERIES will seek to provide high current income by
investing in fixed income securities and will seek to take advantage of
opportunities to realize significant capital appreciation while maintaining
a high level of current income.
TOTAL RETURN SERIES will seek primarily to obtain above-average income
(compared to a portfolio entirely invested in equity securities) consistent
with prudent employment of capital; its secondary objective is to take
advantage of opportunities for growth of capital and income since many
securities offering a better than average yield may also possess growth
potential.
UTILITIES SERIES will seek capital growth and current income (income above
that available from a portfolio invested entirely in equity securities) by
investing, under normal market conditions, at least 65% of its assets in
equity and debt securities of both domestic and foreign companies in the
utilities industry.
The Series Fund pays fees to MFS for its services pursuant to investment
advisory agreements. MFS also serves as investment adviser to each of the funds
in the MFS Family of Funds, and to certain other investment companies
established by MFS and/or us. MFS Institutional Advisers, Inc., a wholly-owned
subsidiary of MFS, provides investment advice to substantial private clients.
MFS and its predecessor organizations have a history of money management dating
from 1924. MFS operates as an autonomous organization and the obligation of
performance with respect to the investment advisory and underwriting agreements
(including supervision of the sub-advisers noted below) is solely that of MFS.
We undertake no obligation in this regard.
MFS has retained Foreign & Colonial Management Limited ("FCM") and its
subsidiary, Foreign & Colonial Emerging Markets Limited ("FCEM"), as
sub-advisers to manage the MFS/Foreign & Colonial Emerging Markets Equity Series
and to manage the assets of the Global Growth Series.
MFS may serve as the investment adviser to other mutual funds which have
similar investment goals and principal investment policies and risks as the
Series, and which may be managed by a Series' portfolio manager(s). While a
Series may have many similarities to these other funds, its investment
performance will differ from their investment performance. This is due to a
number of differences between a Series and these similar products, including
differences in sales charges, expense ratios and cash flows.
The Series Fund also offers its shares to other separate accounts
established by the Company and our New York subsidiary in connection with
variable annuity and variable life insurance contracts. Although we do not
anticipate any disadvantages to this arrangement, there is a possibility that a
material conflict may arise between the interests of the Variable Account and
one or more of the other separate accounts investing in the Series Fund. A
conflict may occur due to differences in tax laws affecting the operations of
variable life and variable annuity separate accounts, or some other reason. We
and the Series Fund's Board of Trustees will monitor events for such conflicts,
and, in the event of a conflict, we will take steps necessary to remedy the
conflict, including withdrawal of the Variable Account from participation in the
Series which is involved in the conflict or substitution of shares of other
Series or other mutual funds.
MORE COMPREHENSIVE INFORMATION ABOUT THE SERIES FUND AND THE MANAGEMENT,
INVESTMENT OBJECTIVES, POLICIES, RESTRICTIONS, EXPENSES AND POTENTIAL RISKS OF
EACH SERIES MAY BE FOUND IN THE ACCOMPANYING CURRENT PROSPECTUS OF THE SERIES
FUND. YOU SHOULD READ THE SERIES FUND PROSPECTUS CAREFULLY BEFORE INVESTING. THE
SERIES FUND'S STATEMENT OF ADDITIONAL INFORMATION IS AVAILABLE BY CALLING
1-800-752-7215.
10
<PAGE>
THE FIXED ACCOUNT
The Fixed Account is made up of all the general assets of the Company
other than those allocated to any separate account. Amounts you allocate to
Guarantee Periods become part of the Fixed Account, and are available to fund
the claims of all classes of our customers, including claims for benefits under
the Contracts.
We will invest the assets of the Fixed Account in those assets we choose
that are allowed by applicable state insurance laws. In general, these laws
permit investments, within specified limits and subject to certain
qualifications, in federal, state and municipal obligations, corporate bonds,
preferred and common stocks, real estate mortgages, real estate and certain
other investments. We intend to invest primarily in investment-grade fixed
income securities (i.e. rated by a nationally recognized rating service within
the four highest grades) or instruments we believe are of comparable quality. We
are not obligated to invest amounts allocated to the Fixed Account according to
any particular strategy, except as may be required by applicable state insurance
laws. You will not have a direct or indirect interest in the Fixed Account
investments.
THE FIXED ACCOUNT OPTIONS:
THE GUARANTEE PERIODS
You may elect one or more Guarantee Period(s) from those we make available
from time to time. We publish Guaranteed Interest Rates for each Guarantee
Period offered. We may change the Guaranteed Interest Rates we offer from time
to time, but no Guaranteed Interest Rate will ever be less than 3% per year,
compounded annually. Also, once we have accepted your allocation to a particular
Guarantee Period, we promise that the Guaranteed Interest Rate applicable to
that allocation will not change for the duration of the Guarantee Period.
We determine Guaranteed Interest Rates in our discretion. We do not have a
specific formula for establishing the rates for different Guarantee Periods. Our
determination will be influenced by the interest rates on fixed income
investments in which we may invest with amounts allocated to the Guarantee
Periods. We will also consider other factors in determining these rates,
including regulatory and tax requirements, sales commissions and administrative
expenses borne by us, general economic trends and competitive factors. We cannot
predict the level of future interest rates.
We may from time to time in our discretion offer interest rate specials
for new Purchase Payments that are higher than the rates we are then offering
for renewals or transfers.
Early withdrawals from your allocation to a Guarantee Period, including
cash withdrawals, transfers, and commencement of an annuity, may be subject to a
Market Value Adjustment, which could decrease or increase the value of your
Account. See "Cash Withdrawals, Withdrawal Charge, and Market Value Adjustment."
THE ACCUMULATION PHASE
During the Accumulation Phase of your Contract, you make payments into
your Account, and your earnings accumulate on a tax-deferred basis. The
Accumulation Phase begins with our acceptance of your first Purchase Payment and
ends the Business Day before your Annuity Commencement Date. The Accumulation
Phase will end sooner if you surrender your Contract or the Annuitant dies
before the Annuity Commencement Date.
ISSUING YOUR CONTRACT
When you purchase a Contract, a completed Application and the initial
Purchase Payment are sent to us for acceptance. When we accept an Individual
Contract, we issue the Contract to you. When we accept a Group Contract, we
issue the Contract to the Owner; we issue a Certificate to you as a Participant
when we accept your Application.
We will credit your initial Purchase Payment to your Account within two
business days of receiving your completed Application. If your Application is
not complete, we will notify you. If we do not
11
<PAGE>
have the necessary information to complete the Application within 5 business
days, we will send your money back to you or ask your permission to retain your
Purchase Payment until the Application is made complete. Then we will apply the
Purchase Payment within 2 business days of when the Application is complete.
AMOUNT AND FREQUENCY OF PURCHASE PAYMENTS
The amount of Purchase Payments may vary; however, we will not accept an
initial Purchase Payment of less than $25,000, and each additional Purchase
Payment must be at least $1,000, unless we waive these limits. In addition, we
will not accept a Purchase Payment if your Account Value is over $1 million, or
if the Purchase Payment would cause your Account Value to exceed $1 million,
unless we have approved the Payment in advance. Within these limits, you may
make Purchase Payments at any time during the Accumulation Phase.
ALLOCATION OF NET PURCHASE PAYMENTS
You may allocate your Purchase Payments among the different Sub-Accounts
and Guarantee Periods we offer. At any time, you may have amounts allocated
among up to 18 of the available options.
In your Application, you may specify the percentage of each Purchase
Payment to be allocated to each Sub-Account or Guarantee Period. These
percentages are called your allocation factors. You may change the allocation
factors for future Payments by sending us written notice of the change, on our
required form. We will use your new allocation factors for the first Purchase
Payment we receive with or after we have received notice of the change, and for
all future Purchase Payments, until we receive another change notice.
Although it is currently not our practice, we may deduct applicable
premium or similar taxes from your Purchase Payments. See "Contract Charges --
Premium Taxes." In that case, we will credit your Net Purchase Payment, which is
the Purchase Payment minus the amount of those taxes.
YOUR ACCOUNT
When we accept your first Purchase Payment, we establish an Account for
you, which we maintain throughout the Accumulation Phase of your Contract.
YOUR ACCOUNT VALUE
Your Account Value is the sum of the value of the two components of your
Contract: the Variable Account portion of your Contract ("Variable Account
Value") and the Fixed Account portion of your Contract ("Fixed Account Value").
These two components are calculated separately, as described below.
VARIABLE ACCOUNT VALUE
VARIABLE ACCUMULATION UNITS
In order to calculate your Variable Account Value, we use a measure called
a Variable Accumulation Unit for each Sub-Account. Your Variable Account Value
is the sum of your Account Value in each Sub-Account, which is the number of
your Variable Accumulation Units for that Sub-Account times the value of each
Unit.
VARIABLE ACCUMULATION UNIT VALUE
The value of each Variable Accumulation Unit in a Sub-Account reflects the
net investment performance of that Sub-Account. We determine that value once on
each day that the New York Stock Exchange is open for trading (a "Business
Day"), at the close of trading, which is currently 4:00 p.m.,
12
<PAGE>
Eastern Time. The period that begins at the time Variable Accumulation Units are
valued on a Business Day and ends at that time on the next Business Day is
called a Valuation Period. On days other than Business Days, the value of a
Variable Accumulation Unit does not change.
To measure these values, we use a factor -- which we call the Net
Investment Factor -- which represents the net return on the Sub-Account's
assets. At the end of any Valuation Period, the value of a Variable Accumulation
Unit for a Sub-Account is equal to the value of that Sub-Account's Variable
Accumulation Units at the end of the previous Valuation Period, multiplied by
the Net Investment Factor. We calculate the Net Investment Factor by dividing
(1) the net asset value of a Series share held in the Sub-Account at the end of
that Valuation Period, plus the per share amount of any dividend or capital
gains distribution made by that Series during the Valuation Period, by (2) the
net asset value per share of the Series share at the end of the previous
Valuation Period; we then deduct a factor representing the mortality and expense
risk charge and administrative expense charge. See "Contract Charges."
For a hypothetical example of how we calculate the value of a Variable
Accumulation Unit, see the Statement of Additional Information.
CREDITING AND CANCELING VARIABLE ACCUMULATION UNITS
When we receive an allocation to a Sub-Account, either from a Net Purchase
Payment or a transfer of Account Value, we credit that amount to your Account in
Variable Accumulation Units. Similarly, we cancel Variable Accumulation Units
when you transfer or withdraw amounts from a Sub-Account, or when we deduct
certain charges under the Contract. We determine the number of Units credited or
canceled by dividing the dollar amount by the Variable Accumulation Unit value
for that Sub-Account at the end of the Valuation Period during which the
transaction or charge is effective.
FIXED ACCOUNT VALUE
Your Fixed Account value is the sum of all amounts allocated to Guarantee
Periods, either from Net Purchase Payments, transfers or renewals, plus interest
credited on those amounts, and minus withdrawals, transfers out of Guarantee
Periods, and any deductions for charges under the Contract taken from your Fixed
Account Value.
CREDITING INTEREST
We credit interest on amounts allocated to a Guarantee Period at the
applicable Guaranteed Interest Rate for the duration of the Guarantee Period.
The Guarantee Period begins the day we apply your allocation and ends when the
number of calendar years (or months if the Guarantee Period is less than one
year) in the Guarantee Period (measured from the end of the calendar month in
which the amount was allocated to the Guarantee Period) have elapsed. The last
day of the Guarantee Period is its Expiration Date. During the Guarantee Period,
we credit interest daily at a rate that yields the Guaranteed Interest Rate on
an annual effective basis.
GUARANTEE AMOUNTS
Each separate allocation you make to a Guarantee Period, together with
interest credited thereon, is called a Guarantee Amount. Each Guarantee Amount
is treated separately for purposes of determining the Market Value Adjustment.
RENEWALS
We will notify you in writing between 45 and 75 days before the Expiration
Date for any Guarantee Amount. A new Guarantee Period of the same duration will
begin automatically for that Guarantee Amount on the first day following the
Expiration Date, unless before the Expiration Date we receive (1) written notice
from you electing a different Guarantee Period from among those we then offer or
(2) instructions to transfer all or some of the Guarantee Amount to one or more
Sub-
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<PAGE>
Accounts, in accordance with the transfer privilege provisions of the Contract.
Each new allocation to a Guarantee Period must be at least $1,000.
EARLY WITHDRAWALS
If you withdraw, transfer, or annuitize an allocation to a Guarantee
Period before the Expiration Date, we will apply a Market Value Adjustment to
the transaction. This could result in an increase or decrease of your Account
Value, depending on interest rates at the time. You bear the risk that you will
receive less than your principal if the Market Value Adjustment applies.
TRANSFER PRIVILEGE
PERMITTED TRANSFERS
During the Accumulation Phase, you may transfer all or part of your
Account Value to one or more Sub-Accounts or Guarantee Periods then available,
subject to the following restrictions:
- you may not make more than 12 transfers in any Account Year;
- the amount transferred from a Sub-Account must be at least $1,000
unless you are transferring your entire balance in that Sub-Account;
- your Account Value remaining in a Sub-Account must be at least $1,000;
- the amount transferred from a Guarantee Period must be the entire
Guarantee Amount, except for transfers of interest credited during the
current Account Year;
- at least 30 days must elapse between transfers to or from Guarantee
Periods;
- transfers to or from Sub-Accounts are subject to terms and conditions
that may be imposed by the Series Fund; and
- we impose additional restrictions on market timers, which are further
described below.
These restrictions do not apply to transfers made under an approved dollar
cost averaging program.
There is usually no charge imposed on transfers; however, we reserve the
right to impose a transfer charge of $15 for each transfer. Transfers out of a
Guarantee Period more than 30 days before expiration of the period will be
subject to the Market Value Adjustment described below. Under current law there
is no tax liability for transfers.
REQUESTS FOR TRANSFERS
You may request transfers in writing or by telephone. The telephone
transfer privilege is available automatically, and does not require your written
election. We will require personal identifying information to process a request
for transfer made by telephone. We will not be liable for following instructions
communicated by telephone that we reasonably believe are genuine.
If we receive your transfer request before 4:00 p.m. Eastern Time on a
Business Day, it will be effective that day. Otherwise, it will be effective the
next Business Day.
MARKET TIMERS
The Contracts are not designed for professional market timing
organizations or other entities using programmed and frequent transfers. If you
wish to employ such strategies, you should not purchase a Contract. Accordingly,
transfers may be subject to restrictions if exercised by a market timing firm or
any other third party authorized to initiate transfer transactions on behalf of
multiple Participants. In imposing such restrictions, we may, among other
things, not accept (1) the transfer instructions of any agent acting under a
power of attorney on behalf of more than one Participant, or (2) the transfer
instructions of individual Participants who have executed preauthorized transfer
forms that are submitted at the same time by market timing firms or other third
parties on behalf of more than one Participant. We will not impose these
restrictions unless our actions are reasonably intended to prevent
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<PAGE>
the use of such transfers in a manner that will disadvantage or potentially
impair the Contract rights of other Participants.
In addition, the Series Fund has reserved the right to temporarily or
permanently refuse exchange requests from the Variable Account if, in MFS'
judgment, a Series would be unable to invest effectively in accordance with its
investment objective and policies, or would otherwise potentially be adversely
affected. In particular, a pattern of exchanges that coincide with a market
timing strategy may be disruptive to a Series and therefore may be refused.
Accordingly, the Variable Account may not be in a position to effectuate
transfers and may refuse transfer requests without prior notice. We also reserve
the right, for similar reasons, to refuse or delay exchange requests involving
transfers to or from the Fixed Account.
WAIVERS; REDUCED CHARGES; CREDITS; BONUS GUARANTEED INTEREST RATES
We may reduce or waive the withdrawal charge or Account Fee, credit
additional amounts, or grant bonus Guaranteed Interest Rates in certain
situations. These situations may include sales of Contracts (1) where selling
and/or maintenance costs associated with the Contracts are reduced, such as the
sale of several Contracts to the same Participant, sales of large Contracts, and
certain group sales, and (2) to officers, directors and employees of the Company
or its affiliates, registered representatives and employees of broker-dealers
with a current selling agreement with the Company and affiliates of such
representatives and broker-dealers, employees of affiliated asset management
firms, and persons who have retired from such positions ("Eligible Employees")
and immediate family members of Eligible Employees. Eligible Employees and their
immediate family members may also purchase a Contract without regard to minimum
Purchase Payment requirements. For other situations in which withdrawal charges
may be waived, see "Withdrawals, Withdrawal Charge and Market Value Adjustment."
OPTIONAL PROGRAMS
DOLLAR COST AVERAGING
Dollar cost averaging allows you to invest gradually, over time, in up to
4 Sub-Accounts. You may select one of the following dollar cost averaging
programs at no extra charge by allocating a minimum of $1,000 to a designated
Sub-Account or to a Guarantee Period we make available in connection with the
program.
1. Monthly Dollar Cost Averaging Option: Amounts allocated will be divided
among 12 separate sequentially maturing Guarantee Periods. The first
Guarantee Period ends one full calendar month following the date the
Purchase Payment is applied and each subsequent Guarantee Period shall
end one full calendar month later, sequentially thereafter. The
Guarantee Amount at the Expiration Date of each such Guarantee Period
will equal 1/12 of the Purchase Payment applied under this Option, with
the Guarantee Amount at the last Expiration Date including all interest
earned in the 12 Guarantee Periods.
2. Quarterly Dollar Cost Averaging: Amounts allocated will be divided
among four separate sequentially maturing Guarantee Periods. The first
Guarantee Period ends three full calendar months following the date the
Purchase Payment is applied and each subsequent Guarantee Period shall
end three full calendar months later, sequentially thereafter. The
Guarantee Amount at the Expiration Date of each such Guarantee Period
will equal 1/4 of the Purchase Payment applied under this Option, with
the Guarantee Amount at the last Expiration Date including all interest
earned in the four Guarantee Periods.
Only Purchase Payments may be allocated to a dollar cost averaging
program. Previously applied amounts may not be transferred to a dollar cost
averaging program.
If you discontinue or alter the program, a Market Value Adjustment will
apply to amounts remaining in the Fixed Account and this amount will be
transferred to the Money Market Series Sub-Account, unless you instruct us to
allocate the amount to another Sub-Account.
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<PAGE>
The main objective of a dollar cost averaging program is to minimize the
impact of short-term price fluctuations on Account Value. Since you transfer the
same dollar amount to the variable investment options at set intervals, dollar
cost averaging allows you to purchase more Variable Accumulation Units (and,
indirectly, more Series Fund shares) when prices are low and fewer Variable
Accumulation Units (and, indirectly, fewer Series Fund shares) when prices are
high. Therefore, you may achieve a lower average cost per Variable Accumulation
Unit over the long term. A dollar cost averaging program allows you to take
advantage of market fluctuations. However, it is important to understand that a
dollar cost averaging program does not assure a profit or protect against loss
in a declining market.
ASSET ALLOCATION
One or more asset allocation programs may be available in connection with
the Contracts, at no extra charge. Asset allocation is the process of investing
in different asset classes -- such as equity funds, fixed income funds, and
money market funds -- depending on your personal investment goals, tolerance for
risk, and investment time horizon. By spreading your money among a variety of
asset classes, you may be able to reduce the risk and volatility of investing,
although there are no guarantees, and asset allocation does not insure a profit
or protect against loss in a declining market.
Currently, you may select one of three asset allocation models, each of
which represents a combination of Sub-Accounts with a different level of risk.
The available models are the conservative asset allocation model, the moderate
asset allocation model, and the aggressive asset allocation model. Each model
allocates a different percentage of Account Value to Sub-Accounts investing in
the various asset classes, with the conservative model allocating the lowest
percentage to Sub-Accounts investing in the equity asset class and the
aggressive model allocating the highest percentage to the equity asset class.
These models, as well as the terms and conditions of the asset allocation
program, are fully described in a separate brochure. Additional programs may be
available in the future.
If you elect an asset allocation program, we will automatically allocate
your Purchase Payments among the Sub-Accounts represented in the model you
choose. By your election of an asset allocation program, you thereby authorize
us to automatically reallocate your Account Value on a quarterly basis to
reflect the current composition of the model you have selected, without further
instruction, until we receive notification that you wish to terminate the
program, or choose a different model.
SYSTEMATIC WITHDRAWAL
If you have an Account Value of $10,000 or more, you may select our
Systematic Withdrawal Program.
Under the Systematic Withdrawal Program, you determine the amount and
frequency of regular withdrawals you would like to receive from your Fixed
and/or Variable Account Value and we will effect them automatically. You may
change or stop this program at any time, by written notice to us. Withdrawals
may be included in income and subject to a 10% federal tax penalty, as well as
all charges and any Market Value Adjustment applicable upon withdrawal. You
should consult your tax adviser before choosing this option.
PORTFOLIO REBALANCING PROGRAM
Under the Portfolio Rebalancing Program, we transfer funds among the
Sub-Accounts to maintain the percentage allocation you have selected among these
Sub-Accounts. At your election, we will make these transfers on a quarterly,
semi-annual or annual basis.
Portfolio Rebalancing does not permit transfers to or from any Guarantee
Period.
WITHDRAWALS, WITHDRAWAL CHARGE AND MARKET VALUE ADJUSTMENT
CASH WITHDRAWALS
REQUESTING A WITHDRAWAL
At any time during the Accumulation Phase you may withdraw in cash all or
any portion of your Account Value. To make a withdrawal, you must send us a
written request at our Annuity Service
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Mailing Address. Your request must specify whether you want to withdraw the
entire amount of your Account or, if less, the amount you wish to withdraw.
All withdrawals may be subject to a withdrawal charge (see "Withdrawal
Charge" below) and withdrawals from your Fixed Account Value also may be subject
to a Market Value Adjustment (see "Market Value Adjustment" below). Upon request
we will notify you of the amount we would pay in the event of a full or partial
withdrawal. Withdrawals also may have adverse federal income tax consequences,
including a 10% penalty tax. See "Federal Tax Status." You should carefully
consider these tax consequences before requesting a cash withdrawal.
FULL WITHDRAWALS
If you request a full withdrawal, we calculate the amount we will pay you
as follows. We start with the total value of your Account at the end of the
Valuation Period during which we receive your withdrawal request; we deduct the
Account Fee for the Account Year in which the withdrawal is made; we add or
subtract the amount of any Market Value Adjustment applicable to your Fixed
Account Value; and finally, we deduct any applicable withdrawal charge.
A full withdrawal results in the surrender of your Contract, and
cancellation of all rights and privileges under your Contract.
PARTIAL WITHDRAWALS
If you request a partial withdrawal we will pay you the actual amount
specified in your request and then reduce the value of your Account by deducting
the amount paid, adding or deducting any Market Value Adjustment applicable to
amounts withdrawn from the Fixed Account, and deducting any applicable
withdrawal charge.
You may specify the amount you want withdrawn from each Sub-Account and/or
Guarantee Amount to which your Account is allocated. If you do not so specify,
we will deduct the total amount you request pro rata, based on your allocations
at the end of the Valuation Period during which we receive your request.
If you request a partial withdrawal that would result in your Account
Value being reduced to an amount less than the Account Fee for the Account Year
in which you make the withdrawal, we will treat it as a request for a full
withdrawal.
TIME OF PAYMENT
We will pay you the applicable amount of any full or partial withdrawal
within 7 days after we receive your withdrawal request, except in cases where we
are permitted to defer payment under the Investment Company Act of 1940 and
applicable state insurance law. Currently, we may defer payment of amounts you
withdraw from the Variable Account only for the following periods:
- when the New York Stock Exchange is closed (except weekends and
holidays) or when trading on the New York Stock Exchange is restricted;
- when it is not reasonably practical to dispose of securities held by
the Series Fund or to determine the value of the net assets of the
Series Fund, because an emergency exists; or
- when an SEC order permits us to defer payment for the protection of
Participants.
We also may defer payment of amounts you withdraw from the Fixed Account for up
to 6 months from the date we receive your withdrawal request. We do not pay
interest on the amount of any payments we defer.
WITHDRAWAL RESTRICTIONS FOR QUALIFIED PLANS
If yours is a Qualified Contract, you should carefully check the terms of
the plan for limitations and restrictions on cash withdrawals.
Special restrictions apply to withdrawals from Contracts used for Section
403(b) annuities. See "Federal Tax Status -- Tax-Sheltered Annuities."
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WITHDRAWAL CHARGE
We do not deduct any sales charge from your Purchase Payments when they
are made. However, we may impose a withdrawal charge (known as a "contingent
deferred sales charge") on certain amounts you withdraw. We impose this charge
to defray some of our expenses related to the sale of the Contracts, such as
commissions we pay to agents, the cost of sales literature, and other
promotional costs and transaction expenses.
AMOUNT OF WITHDRAWAL CHARGE
A withdrawal charge of 1% is applied to Purchase Payments you withdraw
which have been credited to a your Account for less than one year (365 days).
ORDER OF WITHDRAWAL
For purposes of a full or partial withdrawal, each withdrawal is allocated
to Purchase Payments you have not previously withdrawn on a first-in, first-out
basis until all Purchase Payments have been withdrawn. Once all Purchase
Payments have been withdrawn, any additional withdrawals will come from the
earnings on the Contract and are not subject to a withdrawal charge. The amount
subject to a withdrawal charge is the amount of the partial or full withdrawal
up to a maximum of the sum of all Purchase Payments you have not previously
withdrawn.
TYPES OF WITHDRAWALS NOT SUBJECT TO WITHDRAWAL CHARGE
We do not impose a withdrawal charge on withdrawals from the Accounts of
(a) our employees, (b) employees of our affiliates, or (c) licensed insurance
agents who sell the Contracts. We also may waive withdrawal charges with respect
to Purchase Payments derived from the surrender of other annuity contracts we
issue.
For each Qualified Contract, no withdrawal charge will apply to any
amounts required to be withdrawn to comply with the minimum distribution
requirement of the Internal Revenue Code. This applies only to the portion of
the required minimum distribution attributable to that Qualified Contract.
We do not impose the withdrawal charge on amounts you apply to provide an
annuity, amounts we pay as a death benefit, or amounts you transfer among the
Sub-Accounts, between the Sub-Accounts and the Fixed Account, or within the
Fixed Account.
MARKET VALUE ADJUSTMENT
We will apply a market value adjustment if you withdraw or transfer
amounts from your Fixed Account Value more than 30 days before the end of the
applicable Guarantee Period. For this purpose, using Fixed Account Value to
provide an annuity is considered a withdrawal, and the Market Value Adjustment
will apply.
We apply the Market Value Adjustment separately to each Guarantee Amount
in the Fixed Account, that is, to each separate allocation you have made to a
Guarantee Period together with interest credited on that allocation.
A Market Value Adjustment may decrease, increase or have no effect on your
Account Value. This will depend on changes in interest rates since you made your
allocation to the Guarantee Period and the length of time remaining in the
Guarantee Period. In general, if the Guaranteed Interest Rate we currently
declare for Guarantee Periods equal to the balance of your Guarantee Period (or
your entire Guarantee Period for Guarantee Periods of less than one year) is
higher than your Guaranteed Interest Rate, the Market Value Adjustment is likely
to decrease your Account Value. If our current Guaranteed Interest Rate is
lower, the Market Value Adjustment is likely to increase your Account Value.
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We determine the amount of the Market Value Adjustment by multiplying the
amount that is subject to the adjustment by the following formula:
<TABLE>
<C> <C>
N/12
1 + I
( ------ ) -1
1 + J
</TABLE>
where:
I is the Guaranteed Interest Rate applicable to the Guarantee Amount from
which you withdraw, transfer or annuitize;
J is the Guaranteed Interest Rate we declare at the time of your
withdrawal, transfer or annuitization for Guarantee Periods equal to the length
of time remaining in the Guarantee Period applicable to your Guarantee Amount,
rounded to the next higher number of complete years, for Guarantee Periods of
one year or more. For any Guarantee Periods of less than one year, J is the
Guaranteed Interest Rate we declare at the time of your withdrawal, transfer or
annuitization for a Guarantee Period of the same length as your Guarantee
Period. If, at that time, we do not offer the applicable Guarantee Period we
will use an interest rate determined by straight-line interpolation of the
Guaranteed Interest Rates for the Guarantee Periods we do offer; and
N is the number of complete months remaining in your Guarantee Period.
We will apply the Market Value Adjustment to the amount being withdrawn
after deduction of any Account Fee, if applicable, but before we impose any
withdrawal charge on the amount withdrawn.
For examples of how we calculate the Market Value Adjustment, see Appendix
C.
CONTRACT CHARGES
ACCOUNT FEE
Each year during the Accumulation Phase of your Contract we will deduct
from your Account an Account Fee to help cover the administrative expenses we
incur related to the issuance of Contracts and the maintenance of Accounts. We
deduct the Account Fee on each Account Anniversary, which is the anniversary of
the first day of the month after we issue your Contract. The Account Fee is $50.
We deduct the Account Fee pro rata from each Sub-Account and each Guarantee
Amount, based on the allocation of your Account Value on your Account
Anniversary. We will not charge you the Account Fee if your Account Value is
more than $100,000 on your Account Anniversary.
If you make a full withdrawal of your Account, we will deduct the full
amount of the Account Fee at the time of the withdrawal. In addition, on the
Annuity Commencement Date we will deduct a pro rata portion of the Account Fee
to reflect the time elapsed between the last Account Anniversary and the day
before the Annuity Commencement Date.
After the Annuity Commencement Date, we will deduct an annual Account Fee
of $50 in the aggregate in equal amounts from each Variable Annuity payment we
make during the year. We do not deduct any fee from Fixed Annuity payments.
ADMINISTRATIVE EXPENSE CHARGE
We deduct an administrative expense charge from the assets of the Variable
Account at an annual effective rate equal to 0.15% during both the Accumulation
Phase and the Income Phase. This charge is designed to reimburse expenses we
incur in administering the Contracts, the Accounts and the Variable Account that
are not covered by the Account Fee.
MORTALITY AND EXPENSE RISK CHARGE
We deduct a mortality and expense charge from the assets of the Variable
Account at an effective annual rate equal to 1.00% during both the Accumulation
Phase and the Income Phase. The mortality risk we assume arises from our
contractual obligation to continue to make annuity payments to each Annuitant,
regardless of how long the Annuitant lives and regardless of how long all
Annuitants as a group live. This obligation assures each Annuitant that neither
the longevity of fellow
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Annuitants nor an improvement in life expectancy generally will have an adverse
effect on the amount of any annuity payment received under the contract. The
expense risk we assume is the risk that the Account Fee and administrative
expense charge we assess under the Contracts may be insufficient to cover the
actual total administrative expenses we incur. If the amount of the charge is
insufficient to cover the mortality and expense risks, we will bear the loss. If
the amount of the charge is more than sufficient to cover the risks, we will
make a profit on the charge. We may use this profit for any proper corporate
purpose, including the payment of marketing and distribution expenses for the
Contracts.
PREMIUM TAXES
Some states and local jurisdictions impose a premium tax on us that is
equal to a specified percentage of the Purchase Payments you make. In many
states there is no premium tax. We believe that the amounts of applicable
premium taxes currently range from 0% to 3.5%. You should consult a tax adviser
to find out if your state imposes a premium tax and the amount of any tax.
In order to reimburse us for the premium tax we may pay on Purchase
Payments, our policy is to deduct the amount of such taxes from the amount you
apply to provide an annuity at the time of annuitization. However, we reserve
the right to deduct the amount of any applicable tax from your Account at any
time, including at the time you make a Purchase Payment or make a full or
partial withdrawal. We do not make any profit on the deductions we make to
reimburse premium taxes.
SERIES FUND EXPENSES
There are fees and charges deducted from each Series of the Series Fund.
These fees and expenses are described in the Series Fund's Prospectus and
Statement of Additional Information.
MODIFICATION IN THE CASE OF GROUP CONTRACTS
For Group Contracts, we may modify the Account Fee, the administrative
expense charge and the mortality and expense risk charge upon notice to Owners.
However, such modification will apply only with respect to Participant Accounts
established after the effective date of the modification.
DEATH BENEFIT
If the Annuitant dies during the Accumulation Phase, we will pay a death
benefit to your Beneficiary, using the payment method elected -- a single cash
payment or one of our Annuity Options. (If you have named more than one
Annuitant, the death benefit will be payable after the death of the last
surviving of the Annuitants.) If the Beneficiary is not living on the date of
death, we will pay the death benefit in one sum to you or to your estate if you
are the Annuitant. We do not pay a death benefit if the Annuitant dies during
the Income Phase. However, the Beneficiary will receive any payments provided
under an Annuity Option that is in effect.
If your spouse is your Beneficiary, upon your death (if you are the
Annuitant) your spouse may elect to continue the Contract as the Participant,
rather than receive the death benefit. In that case, the death benefit
provisions of the Contract will not apply until the death of your spouse. See
"Other Contract Provisions -- Death of Participant."
AMOUNT OF DEATH BENEFIT
To calculate the amount of your death benefit, we use a "Death Benefit
Date." The Death Benefit Date is the date we receive proof of the Annuitant's
death in an acceptable form ("Due Proof of Death") if you have elected a death
benefit payment method before the Annuitant's death and it remains effective.
Otherwise, the Death Benefit Date is the later of the date we receive Due Proof
of Death or the date we receive either the Beneficiary's election of payment
method, or if you were the Annuitant and the Beneficiary is your spouse, the
Beneficiary's election to continue the Contract. If we do not receive the
Beneficiary's election within 60 days after we receive Due Proof of Death, the
Death Benefit Date will be the last day of the 60 day period.
The amount of the death benefit is determined as of the Death Benefit
Date.
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If the Annuitant was 85 or younger on your Contract Date (the date we
accepted your first Purchase Payment), the death benefit will be the greatest of
the following amounts:
1. Your Account Value for the Valuation Period during which the Death
Benefit Date occurs;
2. The amount we would pay if you had surrendered your entire Account on
the Death Benefit Date;
3. Your total Purchase Payments minus the sum of partial withdrawals from
your Account.
If the Annuitant was 86 or older on your Contract Date, the death benefit
is equal to amount (2) above; because this amount will reflect any applicable
withdrawal charges and Market Value Adjustment, it may be less than your Account
Value.
If the death benefit we pay is amount (2) or (3), your Account Value will
be increased by the excess, if any, of that amount over amount (1). Any such
increase will be allocated to the Sub-Accounts in proportion to your Account
Value in those Sub-Accounts on the Death Benefit Date. Also, any portion of this
new Account Value attributed to the Fixed Account will be transferred to the
Money Market Series Sub-Account (without the application of a Market Value
Adjustment). The Beneficiary may then transfer to the Fixed Account and begin a
new Guarantee Period.
METHOD OF PAYING DEATH BENEFIT
The death benefit may be paid in a single cash payment or as an annuity
(either fixed, variable or a combination), under one or more of our Annuity
Options. We describe the Annuity Options in this Prospectus under "Income Phase
- -- Annuity Provisions."
During the Accumulation Phase, you may elect the method of payment for the
death benefit. If no such election is in effect on the date of the Annuitant's
death, the Beneficiary may elect either a single cash payment or an annuity. If
you were the Annuitant and the Beneficiary is your spouse, the Beneficiary may
elect to continue the Contract. These elections are made by sending us a
completed election form, which we will provide. If we do not receive the
Beneficiary's election within 60 days after we receive Due Proof of Death, we
will pay the death benefit in a single cash payment.
If we pay the death benefit in the form of an Annuity Option, the
Beneficiary becomes the Annuitant under the terms of that Annuity Option.
Neither you nor the Beneficiary may exercise rights that would adversely
affect the treatment of the Contract as an annuity contract under the Internal
Revenue Code. (See "Other Contract Provisions -- Death of Participant.")
SELECTION AND CHANGE OF BENEFICIARY
You select your Beneficiary in your Application. You may change your
Beneficiary at any time while the Annuitant is living by sending us written
notice on our required form, unless you previously made an irrevocable
Beneficiary designation. A new Beneficiary designation is not effective until we
record the change.
PAYMENT OF DEATH BENEFIT
Payment of the death benefit in cash will be made within 7 days of the
Death Benefit Date, except if we are permitted to defer payment in accordance
with the Investment Company Act of 1940. If an Annuity Option is elected, the
Annuity Commencement Date will be the first day of the second calendar month
following the Death Benefit Date, and your Account will remain in effect until
the Annuity Commencement Date.
DUE PROOF OF DEATH
We accept the following as proof of any person's death:
- an original certified copy of an official death certificate;
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- an original certified copy of a decree of a court of competent
jurisdiction as to the finding of death; or
- any other proof we find satisfactory.
THE INCOME PHASE -- ANNUITY PROVISIONS
During the Income Phase, we make regular monthly payments to your
Annuitant.
The Income Phase of your Contract begins with the Annuity Commencement
Date. On that date, we apply your Account Value, adjusted as described below,
under the Annuity Option or Options you have selected, and we make the first
payment.
Once the Income Phase begins, no lump sum settlement option or cash
withdrawals are permitted, except pursuant to Annuity Option D, Monthly Payments
for a Specified Period Certain, as described below under the heading "Annuity
Options," and you cannot change the Annuity Option selected. You may request a
full withdrawal before the Annuity Commencement Date, which will be subject to
all charges applicable on withdrawals. See "Cash Withdrawals, Withdrawal Charge
and Market Value Adjustment."
SELECTION OF THE ANNUITANT OR CO-ANNUITANT
You select the Annuitant in your Application. The Annuitant is the person
who receives payments during the Income Phase and on whose life these payments
are based. In your Contract, the Annuity Options refer to the Annuitant as the
"Payee."
In a Non-Qualified Contract, if you name someone other than yourself as
Annuitant, you may also select a Co-Annuitant, who will become the new Annuitant
if the original Annuitant dies before the Income Phase. If you have named a
Co-Annuitant, the death benefit payable under the Contract will only be paid
following the death of the last surviving of the Annuitants. If you have named
both an Annuitant and a Co-Annuitant, you may designate one of them to become
the sole Annuitant as of the Annuity Commencement Date, if both are living at
that time. If you have not made that designation on the 30th day before the
Annuity Commencement Date, and both the Annuitant and the Co-Annuitant are still
living, the Co-Annuitant will become the Annuitant.
When an Annuity Option has been selected as the method of paying the death
benefit, the Beneficiary is the Annuitant.
SELECTION OF THE ANNUITY COMMENCEMENT DATE
You select the Annuity Commencement Date in your Application. The
following restrictions apply to the date you may select:
- The earliest possible Annuity Commencement date is the first day of the
second month following your Contract Date.
- The latest possible Annuity Commencement Date is the first day of the
month following the Annuitant's 95th birthday or, if there is a
Co-Annuitant, the 95th birthday of the younger of the Annuitant and
Co-Annuitant.
- The Annuity Commencement Date must always be the first day of a month.
You may change the Annuity Commencement Date from time to time by sending
us written notice, with the following additional limitations:
- We must receive your notice at least 30 days before the current Annuity
Commencement Date.
- The new Annuity Commencement Date must be at least 30 days after we
receive the notice.
There may be other restrictions on your selection of the Annuity
Commencement Date imposed by your retirement plan or applicable law. In most
situations, current law requires that for a Qualified Contract certain minimum
distributions must commence no later than April 1 following the year the
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Annuitant reaches age 70 1/2 (or, for Qualified Contracts other than IRAs, no
later than April 1 following the year the Annuitant retires, if later than the
year the Annuitant reaches age 70 1/2).
ANNUITY OPTIONS
We offer the following Annuity Options for payments during the Income
Phase. Each Annuity Option may be selected for either a Variable Annuity, a
Fixed Annuity, or a combination of both except that Option E is available only
for a Fixed Annuity. We may also agree to other settlement options, in our
discretion.
ANNUITY OPTION A -- LIFE ANNUITY
We provide monthly payments during the lifetime of the Annuitant. Annuity
payments stop when the Annuitant dies. There is no provision for continuation of
any payments to a Beneficiary.
ANNUITY OPTION B -- LIFE ANNUITY WITH 60, 120, 180 OR 240 MONTHLY PAYMENTS
CERTAIN
We make monthly payments during the lifetime of the Annuitant. In
addition, we guarantee that the Beneficiary will receive monthly payments for
the remainder of the period certain, if the Annuitant dies during that period.
The election of a longer period results in smaller monthly payments. If no
Beneficiary is designated, we pay the discounted value of the remaining payments
in one sum to the Annuitant's estate. The Beneficiary may also elect to receive
the discounted value of the remaining payments in one sum. The discount rate for
a Variable Annuity will be the assumed interest rate in effect; the discount
rate for a Fixed Annuity will be based on the interest rate we used to determine
the amount of each payment.
ANNUITY OPTION C -- JOINT AND SURVIVOR ANNUITY
We make monthly payments during the lifetime of the Annuitant and another
person you designate and during the lifetime of the survivor of the two. We stop
making payments when the last survivor dies. There is no provision for
continuance of any payments to a Beneficiary.
*ANNUITY OPTION D -- MONTHLY PAYMENTS FOR A SPECIFIED PERIOD CERTAIN
We make monthly payments for a specified period of time from 5 to 30
years, as you elect. If payments under this option are paid on a variable
annuity basis, the Annuitant may elect to receive in one sum the discounted
value of the remaining payments, less any applicable withdrawal charge. The
discount rate for a Variable Annuity will be the assumed interest rate in
effect. If the Annuitant dies during the period selected, the remaining income
payments are made as described under Annuity Option B. The election of this
Annuity Option may result in the imposition of a penalty tax.
*ANNUITY OPTION E -- FIXED PAYMENTS
We hold the portion of your Adjusted Account Value selected for this
option at interest, and make fixed payments in such amounts and at such times as
you and we may agree. We continue making payments until the amount we hold is
exhausted. The final payment will be for the remaining balance and may be less
than the previous installments. We will credit interest yearly on the amount
remaining unpaid at a rate we determine from time to time, but never less than
3% per year (or a higher rate if specified in your Contract) compounded
annually. We may change the rate at any time, but will not reduce it more
frequently than once each calendar year.
SELECTION OF ANNUITY OPTION
You select one or more of the Annuity Options, which you may change from
time to time during the Accumulation Phase, as long as we receive your selection
or change in writing at least 30 days before the Annuity Commencement Date. If
we have not received your written selection on the 30th day before the Annuity
Commencement Date, you will receive Annuity Option B, for a life annuity with
120 monthly payments certain.
- ------------------------
* The election of this Annuity Option may result in the imposition of a penalty
tax.
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You may specify the proportion of your Adjusted Account Value you wish to
provide a Variable Annuity or a Fixed Annuity. Under a Variable Annuity, the
dollar amount of payments will vary, while under a Fixed Annuity, the dollar
amount of payments will remain the same. If you do not specify a Variable
Annuity or a Fixed Annuity, your Adjusted Account Value will be divided between
Variable Annuities and Fixed Annuities in the same proportions as your Account
Value was divided between the Variable and Fixed Accounts on the Annuity
Commencement Date. You may allocate your Adjusted Account Value applied to a
Variable Annuity among the Sub-Accounts, or we will use your existing
allocations.
There may be additional limitations on the options you may elect under
your particular retirement plan or applicable law.
REMEMBER THAT THE ANNUITY OPTIONS MAY NOT BE CHANGED ONCE ANNUITY PAYMENTS
BEGIN.
AMOUNT OF ANNUITY PAYMENTS
ADJUSTED ACCOUNT VALUE
The Adjusted Account Value is the amount we apply to provide a Variable
Annuity and/or a Fixed Annuity. We calculate Adjusted Account Value by taking
your Account Value on the Business Day just before the Annuity Commencement Date
and making the following adjustments:
- We deduct a proportional amount of the Account Fee, based on the
fraction of the current Account Year that has elapsed;
- If applicable, we apply the Market Value Adjustment to your Account
Value in the Fixed Account, which may result in a deduction, an
addition, or no change; and
- We deduct any applicable premium tax or similar tax if not previously
deducted.
VARIABLE ANNUITY PAYMENTS
Variable Annuity payments may vary each month. We determine the dollar
amount of the first payment using the portion of your Adjusted Account Value
applied to a Variable Annuity and the Annuity Payment Rates in your Contract,
which are based on an assumed interest rate of 3% per year, compounded annually.
See "Annuity Payment Rates."
To calculate the remaining payments, we convert the amount of the first
payment into Annuity Units for each Sub-Account; we determine the number of
those Annuity Units by dividing the portion of the first payment attributable to
the Sub-Account by the Annuity Unit Value of that Sub-Account for the Valuation
Period ending just before the Annuity Commencement Date. This number of Annuity
Units for each Sub-Account will remain constant (unless the Annuitant requests
an exchange of Annuity Units). However, the dollar amount of the next Variable
Annuity payment -- which is the sum of the number of Annuity Units for each
Sub-Account times its Annuity Unit Value for the Valuation Period ending just
before the date of the payment -- will increase, decrease, or remain the same,
depending on the net investment return of the Sub-Accounts.
If the net investment return of the Sub-Accounts selected is the same as
the assumed interest rate of 3%, compounded annually, the payments will remain
level. If the net investment return exceeds the assumed interest rate, payments
will increase and, conversely, if it is less than the assumed interest rate,
payments will decrease.
Please refer to the Statement of Additional Information for more
information about calculating Variable Annuity Units and Variable Annuity
payments, including examples of these calculations.
FIXED ANNUITY PAYMENTS
Fixed Annuity payments are the same each month. We determine the dollar
amount of each Fixed Annuity payment using the fixed portion of your Adjusted
Account Value and the applicable Annuity Payment Rates. These will be either (1)
the rates in your Contract, which are based on a minimum guaranteed interest
rate of 3% per year, compounded annually, or (2) new rates we have
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published and are using on the Annuity Commencement Date, if they are more
favorable. See "Annuity Payment Rates."
MINIMUM PAYMENTS
If your Adjusted Account Value is less than $2,000, or the first annuity
payment for any Annuity Option is less than $20, we will pay the Adjusted
Account Value to the Annuitant in one payment.
EXCHANGE OF VARIABLE ANNUITY UNITS
During the Income Phase, the Annuitant may exchange Annuity Units from one
Sub-Account to another, up to 12 times each Account Year. To make an exchange,
the Annuitant sends us, at our Annuity Service Mailing Address, a written
request stating the number of Annuity Units in the Sub-Account he or she wishes
to exchange and the new Sub-Account for which Annuity Units are requested. The
number of new Annuity Units will be calculated so the dollar amount of an
annuity payment on the date of the exchange would not be affected. To calculate
this number, we use Annuity Unit values for the Valuation Period during which we
receive the exchange request.
We permit only exchanges among Sub-Accounts. No exchanges to or from a
Fixed Annuity are permitted.
ACCOUNT FEE
During the Income Phase, we deduct the annual Account Fee of $50 in equal
amounts from each Variable Annuity Payment. We do not deduct the Account Fee
from Fixed Annuity payments.
ANNUITY PAYMENT RATES
The Contract contains Annuity Payment Rates for each Annuity Option
described in this Prospectus. The rates show, for each $1,000 applied, the
dollar amount of: (a) the first monthly Variable Annuity payment based on the
assumed interest rate specified in the applicable Contract (at least 3% per
year, compounded annually); and (b) the monthly Fixed Annuity payment, when this
payment is based on the minimum guaranteed interest rate specified in the
Contract (at least 3% per year, compounded annually). We may change these rates
under Group Contracts for Accounts established after the effective date of such
change (See "Other Contract Provisions -- Modification").
The Annuity Payment Rates may vary according to the Annuity Option elected
and the adjusted age of the Annuitant. The Contract also describes the method of
determining the adjusted age of the Annuitant. The mortality table used in
determining the Annuity Payment Rates for Options A, B and C is the 1983
Individual Annuitant Mortality Table.
ANNUITY OPTIONS AS METHOD OF PAYMENT FOR DEATH BENEFIT
You or your Beneficiary may also select one or more Annuity Options to be
used in the event of your death before the Income Phase, as described under the
"Death Benefit" section of this Prospectus. In that case, your Beneficiary will
be the Annuitant. The Annuity Commencement Date will be the first day of the
second month beginning after the Death Benefit Date.
OTHER CONTRACT PROVISIONS
EXERCISE OF CONTRACT RIGHTS
An Individual Contract belongs to the individual to whom the Contract is
issued. A Group Contract belongs to the Owner. In the case of a Group Contract,
the Owner may expressly reserve all Contract rights and privileges; otherwise,
each Participant will be entitled to exercise such rights and privileges. In any
case, such rights and privileges can be exercised without the consent of the
Beneficiary (other than an irrevocably designated Beneficiary) or any other
person. Such rights and privileges may be exercised only during the lifetime of
the Annuitant before the Annuity Commencement Date, except as the Contract
otherwise provides.
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The Annuitant becomes the Payee on and after the Annuity Commencement
Date. The Beneficiary becomes the Payee on the death of the Annuitant. Such
Payee may thereafter exercise such rights and privileges, if any, of ownership
which continue.
CHANGE OF OWNERSHIP
Ownership of a Qualified Contract may not be transferred except to: (1)
the Annuitant; (2) a trustee or successor trustee of a pension or profit sharing
trust which is qualified under Section 401 of the Internal Revenue Code; (3) the
employer of the Annuitant, provided that the Qualified Contract after transfer
is maintained under the terms of a retirement plan qualified under Section
403(a) of the Internal Revenue Code for the benefit of the Annuitant; (4) the
trustee or custodian of an individual retirement account plan qualified under
Section 408 of the Internal Revenue Code for the benefit of the Participants
under a Group Contract; or (5) as otherwise permitted from time to time by laws
and regulations governing the retirement or deferred compensation plans for
which a Qualified Contract may be issued. Subject to the foregoing, a Qualified
Contract may not be sold, assigned, transferred, discounted or pledged as
collateral for a loan or as security for the performance of an obligation or for
any other purpose to any person other than the Company.
The Owner of a Non-Qualified Contract may change the ownership of the
Contract during the lifetime of the Annuitant and prior to the Annuity
Commencement Date; and each Participant, in like manner, may change the
ownership interest in a Contract. A change of ownership will not be binding on
us until we receive written notification. When we receive such notification, the
change will be effective as of the date on which the request for change was
signed by the Owner or Participant, as appropriate, but the change will be
without prejudice to us on account of any payment we make or any action we take
before receiving the change. If you change the Owner of a Non-Qualified
Contract, you will become immediately liable for the payment of taxes on any
gain realized under the Contract prior to the change of ownership, including
possible liability for a 10% federal excise tax.
DEATH OF PARTICIPANT
If your Contract is a Non-Qualified Contract and you die prior to the
Annuitant and before the Annuity Commencement Date, special distribution rules
apply. In that case, your Account Value, plus or minus any Market Value
Adjustment, must be distributed to your "designated beneficiary" within the
meaning of Section 72(s) of the Internal Revenue Code, either (1) as a lump sum
within 5 years after your death or (2) if in the form of an annuity, over a
period not greater than the life or expected life of the designated beneficiary,
with payments beginning no later than one year after your death.
The person you have named a Beneficiary under your Contract, if any, will
be the "designated beneficiary." If the named Beneficiary is not living, the
Annuitant automatically becomes the designated beneficiary.
If the designated beneficiary is your surviving spouse, your spouse may
continue the Contract in his or her own name as Participant. To make this
election, your spouse must give us written notification within 60 days after we
receive Due Proof of Death. The special distribution rules will then apply on
the death of your spouse.
If you were the Annuitant as well as the Participant, your surviving
spouse (if the designated beneficiary) may elect to be named as both Participant
and Annuitant and continue the Contract; in that case, we will not pay a death
benefit and the Account Value will not be increased to reflect the death benefit
calculation. The special distribution rules will then apply on the death of your
spouse. If your spouse does not make that election, the death benefit provisions
of the Contract will apply, subject to the condition that any annuity option
elected complies with the special distribution requirements described above. In
all other cases where you are the Annuitant, the death benefit provisions of the
Contract control.
If you are the Annuitant and you die during the Income Phase, the
remaining value of the Annuity Option in place must be distributed at least as
rapidly as the method of distribution under the option.
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If the Participant is not a natural person, these distribution rules apply
on a change in, or the death of, any Annuitant or Co-Annuitant.
Payments made in contravention of these special rules would adversely
affect the treatment of the Contracts as annuity contracts under the Internal
Revenue code. Neither you nor the Beneficiary may exercise rights that would
have that effect.
If yours is a Qualified Contract, any distributions upon your death will
be subject to the laws and regulations governing the particular retirement or
deferred compensation plan in connection with which the Qualified Contract was
issued.
VOTING OF SERIES FUND SHARES
We will vote Series Fund shares held by the Sub-Accounts at meetings of
shareholders of the Series Fund or in connection with similar solicitations, but
will follow voting instructions received from persons having the right to give
voting instructions. During the Accumulation Phase, you will have the right to
give voting instructions, except in the case of a Group Contract where the Owner
has reserved this right. During the Income Phase, the Payee -- that is the
Annuitant or Beneficiary entitled to receive benefits -- is the person having
such voting rights. We will vote any shares attributable to us and Series Fund
shares for which no timely voting instructions are received in the same
proportion as the shares for which we receive instructions from Owners,
Participants and Payees, as applicable.
Owners of Qualified Contracts issued on a group basis may be subject to
other voting provisions of the particular plan and of the Investment Company Act
of 1940. Employees who contribute to plans that are funded by the Contracts may
be entitled to instruct the Owners as to how to instruct us to vote the Series
Fund shares attributable to their contributions. Such plans may also provide the
additional extent, if any, to which the Owners shall follow voting instructions
of persons with rights under the plans. If no voting instructions are received
from any such person with respect to a particular Participant Account, the Owner
may instruct the Company as to how to vote the number of Series Fund shares for
which instructions may be given.
Neither the Variable Account nor the Company is under any duty to provide
information concerning the voting instruction rights of persons who may have
such rights under plans, other than rights afforded by the Investment Company
Act of 1940, or any duty to inquire as to the instructions received or the
authority of Owners, Participants or others, as applicable, to instruct the
voting of Series Fund shares. Except as the Variable Account or the Company has
actual knowledge to the contrary, the instructions given by Owners under Group
Contracts and Payees will be valid as they affect the Variable Account, the
Company and any others having voting instruction rights with respect to the
Variable Account.
All Series Fund proxy material, together with an appropriate form to be
used to give voting instructions, will be provided to each person having the
right to give voting instructions at least 10 days prior to each meeting of the
shareholders of the Series Fund. We will determine the number of Series Fund
shares as to which each such person is entitled to give instructions as of the
record date set by the Series Fund for such meeting, which is expected to be not
more than 90 days prior to each such meeting. Prior to the Annuity Commencement
Date, the number of Series Fund shares as to which voting instructions may be
given to the Company is determined by dividing the value of all of the Variable
Accumulation Units of the particular Sub-Account credited to the Participant
Account by the net asset value of one Series Fund share as of the same date. On
or after the Annuity Commencement Date, the number of Series Fund shares as to
which such instructions may be given by a Payee is determined by dividing the
reserve held by the Company in the Sub-Account with respect to the particular
Payee by the net asset value of a Series Fund share as of the same date. After
the Annuity Commencement Date, the number of Series Fund shares as to which a
Payee is entitled to give voting instructions will generally decrease due to the
decrease in the reserve.
PERIODIC REPORTS
During the Accumulation Period we will send you, or such other person
having voting rights, at least once during each Account Year, a statement
showing the number, type and value of Accumulation
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Units credited to your Account and the Fixed Accumulation Value of your Account,
which statement shall be accurate as of a date not more than 2 months previous
to the date of mailing. These periodic statements contain important information
concerning your transactions with respect to a Contract. It is your obligation
to review each such statement carefully and to report to us, at the address or
telephone number provided on the statement, any errors or discrepancies in the
information presented therein within 60 days of the date of such statement.
Unless we receive notice of any such error or discrepancy from you within such
period, we may not be responsible for correcting the error or discrepancy.
In addition, every person having voting rights will receive such reports
or prospectuses concerning the Variable Account and the Series Fund as may be
required by the Investment Company Act of 1940 and the Securities Act of 1933.
We will also send such statements reflecting transactions in your Account as may
be required by applicable laws, rules and regulations.
Upon request, we will provide you with information regarding fixed and
variable accumulation values.
SUBSTITUTION OF SECURITIES
Shares of any or all Series of the Series Fund may not always be available
for investment under the Contract. We may add or delete Series or other
investment companies as variable investment options under the Contracts. We may
also substitute for the shares held in any Sub-Account shares of another Series
or shares of another registered open-end investment company or unit investment
trust, provided that the substitution has been approved, if required, by the
SEC. In the event of any substitution pursuant to this provision, we may make
appropriate endorsement to the Contract to reflect the substitution.
CHANGE IN OPERATION OF VARIABLE ACCOUNT
At our election and subject to any necessary vote by persons having the
right to give instructions with respect to the voting of Series Fund shares held
by the Sub-Accounts, the Variable Account may be operated as a management
company under the Investment Company Act of 1940 or it may be deregistered under
the Investment Company Act of 1940 in the event registration is no longer
required. Deregistration of the Variable Account requires an order by the SEC.
In the event of any change in the operation of the Variable Account pursuant to
this provision, we may make appropriate endorsement to the Contract to reflect
the change and take such other action as may be necessary and appropriate to
effect the change.
SPLITTING UNITS
We reserve the right to split or combine the value of Variable
Accumulation Units, Annuity Units or any of them. In effecting any such change
of unit values, strict equity will be preserved and no change will have a
material effect on the benefits or other provisions of the Contract.
MODIFICATION
Upon notice to the Participant, in the case of an Individual Contract, and
the Owner and Participant(s), in the case of a Group Contract (or the Payee(s)
during the Income Phase), we may modify the Contract if such modification: (i)
is necessary to make the Contract or the Variable Account comply with any law or
regulation issued by a governmental agency to which the Company or the Variable
Account is subject; (ii) is necessary to assure continued qualification of the
Contract under the Internal Revenue Code or other federal or state laws relating
to retirement annuities or annuity contracts; (iii) is necessary to reflect a
change in the operation of the Variable Account or the Sub-Account(s) (See
"Change in Operation of Variable Account"); (iv) provides additional Variable
Account and/or fixed accumulation options; or (v) as may otherwise be in the
best interests of Owners, Participants, or Payees, as applicable. In the event
of any such modification, we may make appropriate endorsement in the Contract to
reflect such modification.
In addition, upon notice to the Owner, we may modify a Group Contract to
change the withdrawal charges, Account Fees, mortality and expense risk charges,
administrative expense charges, the
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tables used in determining the amount of the first monthly variable annuity and
fixed annuity payments and the formula used to calculate the Market Value
Adjustment, provided that such modification applies only to Participant Accounts
established after the effective date of such modification. In order to exercise
our modification rights in these particular instances, we must notify the Owner
of such modification in writing. The notice shall specify the effective date of
such modification which must be at least 60 days following the date we mail
notice of modification. All of the charges and the annuity tables which are
provided in the Group Contract prior to any such modification will remain in
effect permanently, unless improved by the Company, with respect to Participant
Accounts established prior to the effective date of such modification.
DISCONTINUANCE OF NEW PARTICIPANTS
We may limit or discontinue the acceptance of new Applications and the
issuance of new Certificates under a Group Contract by giving 30 days prior
written notice to the Owner. This will not affect rights or benefits with
respect to any Participant Accounts established under such Group Contract prior
to the effective date of such limitation or discontinuance.
RESERVATION OF RIGHTS
We reserve the right, to the extent permitted by law, to: (1) combine any
2 or more variable accounts; (2) add or delete Series, sub-series thereof or
other investment companies and corresponding Sub-Accounts; (3) add or remove
Guarantee Periods available at any time for election by a Participant; and (4)
restrict or eliminate any of the voting rights of Participants (or Owners) or
other persons who have voting rights as to the Variable Account. Where required
by law, we will obtain approval of changes from Participants or any appropriate
regulatory authority. In the event of any change pursuant to this provision, we
may make appropriate endorsement to the Contract to reflect the change.
RIGHT TO RETURN
If you are not satisfied with your Contract, you may return it by mailing
or delivering it to us at the Annuity Service Mailing Address on the cover of
this Prospectus within 10 days after it was delivered to you. When we receive
the returned Contract, it will be cancelled and we will refund to you your
Account Value at the end of the Valuation Period during which we received it.
However, if applicable state law requires, we will return the full amount of any
Purchase Payment(s) we received. State law may also require us to give you a
longer "free look" period or allow you to return the Contract to your sales
representative.
If you are establishing an Individual Retirement Account ("IRA"), the
Internal Revenue Code requires that we give you a disclosure statement
containing certain information about the Contract and applicable legal
requirements. We must give you this statement on or before the date the IRA is
established. If we give you the disclosure statement before the seventh day
preceding the date the IRA is established, you will not have any right of
revocation under the Code. If we give you the disclosure statement at a later
date, then you may give us a notice of revocation at any time within 7 days
after your Contract Date. Upon such revocation, we will refund your Purchase
Payment(s). This right of revocation with respect to an IRA is in addition to
the return privilege set forth in the preceding paragraph. We allow a
Participant establishing an IRA a "ten day free-look," notwithstanding the
provisions of the Internal Revenue Code.
FEDERAL TAX STATUS
INTRODUCTION
This section describes general federal income tax consequences based upon
our understanding of current federal tax laws. Actual federal tax consequences
may vary depending on, among other things, the type of retirement plan with
which you use a Contract and whether (depending on the site of Contract
issuance) Puerto Rico tax law applies. Also, Congress has the power to enact
legislation affecting the tax treatment of annuity contracts, and such
legislation could apply retroactively to Contracts that you purchased before the
date of enactment. We do not make any guarantee regarding the federal, state, or
local tax status of any Contract or any transaction involving any Contract. You
should
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consult a qualified tax professional for advice before purchasing a Contract or
executing any other transaction (such as a rollover, distribution, withdrawal or
payment) involving a Contract.
DEDUCTIBILITY OF PURCHASE PAYMENTS
For federal income tax purposes, Purchase Payments made under
Non-Qualified Contracts are not deductible.
PRE-DISTRIBUTION TAXATION OF CONTRACTS
Generally, an increase in the value of a Contract will not give rise to
tax, prior to distribution.
However, corporate (or other non-natural person) Owners of, and
Participants under, a Non-Qualified Contract incur current tax, regardless of
distribution, on Contract value increases. Such current taxation does not apply,
though, to (i) immediate annuities, which the Internal Revenue Code (the "Code")
defines as a single premium contract with an annuity commencement date within
one year of the date of purchase, or (ii) any Contract that the non-natural
person holds as agent for a natural person (such as where a bank or other entity
holds a Contract as trustee under a trust agreement).
The Internal Revenue Service could assert that Owners or Participants
under both Qualified Contracts and Non-Qualified Contracts annually receive a
taxable deemed distribution equal to the cost of any life insurance benefit
under the Contract.
You should note that qualified retirement investments automatically
provide tax deferral regardless of whether the underlying contract is an
annuity.
DISTRIBUTIONS AND WITHDRAWALS FROM NON-QUALIFIED CONTRACTS
The Account Value will include an amount attributable to Purchase
Payments, the return of which is not taxable, and an amount attributable to
investment earnings, the return of which is taxable at ordinary income rates.
The relative portions of a distribution that derive from nontaxable Purchase
Payments and taxable investment earnings depend upon the timing of the
distribution.
If you withdraw less than your entire Account Value under a Non-Qualified
Contract before the Annuity Commencement Date, you must treat the withdrawal
first as a return of investment earnings. You may treat only withdrawals in
excess of the amount of the Account Value attributable to investment earnings as
a return of Purchase Payments. Account Value amounts assigned or pledged as
collateral for a loan will be treated as if withdrawn from the Contract.
If a Payee receives annuity payments under a Non-Qualified Contract after
the Annuity Commencement Date, however, the Payee treats a portion of each
payment as a nontaxable return of Purchase Payments. In general, the nontaxable
portion of such a payment bears the same ratio to the total payment as the
Purchase Payments bear to the Payee's expected return under the Contract. The
remainder of the payment constitutes a taxable return of investment earnings.
Once the Payee has received nontaxable payments in an amount equal to total
Purchase Payments, all future distributions constitute fully taxable ordinary
income. If the Annuitant dies before the Payee recovers the full amount of
Purchase Payments, the Payee may deduct an amount equal to unrecovered Purchase
Payments.
Upon the transfer of a Non-Qualified Contract by gift (other than to the
Participant's spouse), the Participant must treat an amount equal to the Account
Value minus the total amount paid for the Contract as income.
A penalty tax of 10% may apply to taxable cash withdrawals and lump-sum
payments from Non-Qualified Contracts. This penalty will not apply in certain
circumstances, such as distributions pursuant to the death of the Participant or
distributions under an immediate annuity (as defined above), or after age
59 1/2.
DISTRIBUTIONS AND WITHDRAWALS FROM QUALIFIED CONTRACTS
Generally, distributions from a Qualified Contract will constitute fully
taxable ordinary income. Also, a 10% penalty tax will, except in certain
circumstances, apply to distributions prior to age 59 1/2.
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<PAGE>
Distributions from a Qualified Contract are not subject to current
taxation or a 10% penalty, however, if:
- the distribution is not a hardship distribution or part of a series of
payments for life or for a specified period of 10 years or more (an
"eligible rollover distribution"), and
- the Participant or Payee rolls over the distribution (with or without
actually receiving the distribution) into a qualified retirement plan
eligible to receive the rollover.
Only you or your spouse may elect to roll over a distribution to an
eligible retirement plan.
WITHHOLDING
In the case of an eligible rollover distribution (as defined above) from a
Qualified Contract (other than from a Contract issued for use with an individual
retirement account), we (or the plan administrator) must withhold and remit to
the U.S. Government 20% of the distribution, unless the Participant or Payee
elects to make a direct rollover of the distribution to another qualified
retirement plan that is eligible to receive the rollover; however, only you or
your spouse may elect a direct rollover. In the case of a distribution from (i)
a Non-Qualified Contract, (ii) a Qualified Contract issued for use with an
individual retirement account, or (iii) a Qualified Contract where the
distribution is not an eligible rollover distribution, we will withhold and
remit to the U.S. Government a part of the taxable portion of each distribution
unless, prior to the distribution, the Participant or Payee provides us his or
her taxpayer identification number and instructs us (in the manner prescribed)
not to withhold. The Participant or Payee may credit against his or her federal
income tax liability for the year of distribution any amounts that we (or the
plan administrator) withhold.
PURCHASE OF IMMEDIATE ANNUITY CONTRACT AND DEFERRED ANNUITY CONTRACT
You should consider the following information only if you intend to
purchase an immediate annuity contract and a deferred annuity contract together.
We understand that the Treasury Department might reconsider the tax treatment of
annuity payments under an immediate annuity contract (as defined above)
purchased together with a deferred annuity contract. We believe that any adverse
change in the existing tax treatment of such immediate annuity contracts would
not apply to contracts issued before the Treasury Department announces the
change. However, there can be no assurance that the Treasury Department will not
apply any such change retroactively.
INVESTMENT DIVERSIFICATION AND CONTROL
The Treasury Department has issued regulations that prescribe investment
diversification requirements for mutual fund series underlying nonqualified
variable contracts. Contracts must comply with these regulations to qualify as
annuities for federal income tax purposes. Contracts that do not meet the
guidelines are subject to current taxation on annual increases in value. We
believe that each series of the Series Fund complies with these regulations. The
preamble to the regulations states that the Internal Revenue Service may
promulgate guidelines under which an owner's excessive control over investments
underlying the contract will preclude the contract from qualifying as an annuity
for federal tax purposes. We cannot predict whether such guidelines, if in fact
promulgated, will be retroactive. We will take any action (including
modification of the Contract and/or the Variable Account) necessary to comply
with any retroactive guidelines.
TAX TREATMENT OF THE COMPANY AND THE VARIABLE ACCOUNT
As a life insurance company under the Code, we will record and report
operations of the Variable Account separately from other operations. The
Variable Account will not, however, constitute a regulated investment company or
any other type of taxable entity distinct from our other operations. We will not
incur tax on the income of the Variable Account (consisting primarily of
interest, dividends, and net capital gains) if we use this income to increase
reserves under Contracts participating in the Variable Account.
31
<PAGE>
QUALIFIED RETIREMENT PLANS
You may use Qualified Contracts with several types of qualified retirement
plans. Because tax consequences will vary with the type of qualified retirement
plan and the plan's specific terms and conditions, we provide below only brief,
general descriptions of the consequences that follow from using Qualified
Contracts in connection with various types of qualified retirement plans. We
stress that the rights of any person to any benefits under these plans may be
subject to the terms and conditions of the plans themselves, regardless of the
terms of the Qualified Contracts that you are using. These terms and conditions
may include restrictions on, among other things, ownership, transferability,
assignability, contributions and distributions. Owners, Participants, Payees,
Beneficiaries and administrators of qualified retirement plans should consider,
with the guidance of a tax adviser, whether the death benefit payable under the
Contract affects the qualified status of their retirement plan.
PENSION AND PROFIT-SHARING PLANS
Sections 401(a), 401(k) and 403(a) of the Code permit business employers
and certain associations to establish various types of retirement plans for
employees. The Tax Equity and Fiscal Responsibility Act of 1982 eliminated most
differences between qualified retirement plans of corporations and those of
self-employed individuals. Self-employed persons may therefore use Qualified
Contracts as a funding vehicle for their retirement plans, as a general rule.
TAX-SHELTERED ANNUITIES
Section 403(b) of the Code permits public school employees and employees
of certain types of charitable, educational and scientific organizations
specified in Section 501(c)(3) of the Code to purchase annuity contracts and,
subject to certain limitations, exclude the amount of purchase payments from
gross income for tax purposes. The Code imposes restrictions on cash withdrawals
from Section 403(b) annuities.
If the Contracts are to receive tax deferred treatment, cash withdrawals
of amounts attributable to salary reduction contributions (other than
withdrawals of accumulation account value as of December 31, 1988) may be made
only when the Participant attains age 59 1/2, separates from service with the
employer, dies or becomes disabled (within the meaning of Section 72(m)(7) of
the Code). These restrictions apply to (i) any post-1988 salary reduction
contributions, (ii) any growth or interest on post-1988 salary reduction
contributions, and (iii) any growth or interest on pre-1989 salary reduction
contributions that occurs on or after January 1, 1989. It is permissible,
however, to withdraw post-1988 salary reduction contributions in cases of
financial hardship. While the Internal Revenue Service has not issued specific
rules defining financial hardship, we expect that to qualify for a hardship
distribution, the Participant must have an immediate and heavy bona fide
financial need and lack other resources reasonably available to satisfy the
need. Hardship withdrawals (as well as certain other premature withdrawals) will
be subject to a 10% tax penalty, in addition to any withdrawal charge applicable
under the Contracts. Under certain circumstances the 10% tax penalty will not
apply if the withdrawal is for medical expenses.
Under the terms of a particular Section 403(b) plan, the Participant may
be entitled to transfer all or a portion of the Account Value to one or more
alternative funding options. Participants should consult the documents governing
their plan and the person who administers the plan for information as to such
investment alternatives.
INDIVIDUAL RETIREMENT ACCOUNTS
Sections 219 and 408 of the Code permit eligible individuals to contribute
to an individual retirement program, including Simplified Employee Pension
Plans, Employer/Association of Employees Established Individual Retirement
Account Trusts, and Simple Retirement Accounts. Such IRAs are subject to
limitations on contribution levels, the persons who may be eligible, and on the
time when distributions may commence. In addition, certain distributions from
some other types of retirement plans may be placed in an IRA on a tax-deferred
basis. If we sell Contracts for use with IRAs, the Internal Revenue Service or
other agency may impose supplementary information requirements. We will provide
purchasers of the Contracts for such purposes with any necessary information.
You will
32
<PAGE>
have the right to revoke the Contract under certain circumstances, as described
in the section of this Prospectus entitled "Right to Return."
ROTH IRAS
Section 408A of the Code permits an individual to contribute to an
individual retirement program called a Roth IRA. Unlike contributions to a
traditional IRA under Section 408 of the Code, contributions to a Roth IRA are
not tax-deductible. Provided certain conditions are satisfied, distributions are
generally tax-free. Like traditional IRAs, Roth IRAs are subject to limitations
on contribution amounts and the timing of distributions. If an individual
converts a traditional IRA into a Roth IRA the full amount of the IRA is
included in taxable income. The Internal Revenue Service and other agencies may
impose special information requirements with respect to Roth IRAs. If and when
we make Contracts available for use with Roth IRAs, we will provide any
necessary information.
ADMINISTRATION OF THE CONTRACTS
We perform certain administrative functions relating to the Contracts,
Participant Accounts, and the Variable Account. These functions include, but are
not limited to, maintaining the books and records of the Variable Account and
the Sub-Accounts; maintaining records of the name, address, taxpayer
identification number, Contract number, Participant Account number and type, the
status of each Participant Account and other pertinent information necessary to
the administration and operation of the Contracts; processing Applications,
Purchase Payments, transfers and full and partial withdrawals; issuing Contracts
and Certificates; administering annuity payments; furnishing accounting and
valuation services; reconciling and depositing cash receipts; providing
confirmations; providing toll-free customer service lines; and furnishing
telephonic transfer services.
DISTRIBUTION OF THE CONTRACTS
We offer the Contracts on a continuous basis. The Contracts are sold by
licensed insurance agents in those states where the Contracts may be lawfully
sold. Such agents will be registered representatives of broker-dealers
registered under the Securities Exchange Act of 1934 who are members of the
National Association of Securities Dealers, Inc. and who have entered into
distribution agreements with the Company and the general distributor, Clarendon
Insurance Agency, Inc. ("Clarendon"), One Sun Life Executive Park, Wellesley
Hills, Massachusetts 02481. Clarendon, a wholly-owned subsidiary of the Company,
is registered with the SEC under the Securities Exchange Act of 1934 as a
broker-dealer and is a member of the National Association of Securities Dealers,
Inc.
Commissions and other distribution compensation will be paid by the
Company to the selling agents and will not be more than 1.20% of Purchase
Payments. In addition, after the first Account Year, broker-dealers who have
entered into distribution agreements with the Company may receive an annual
renewal commission of no more than 1.00% of the Participant's Account Value. In
addition to commissions, the Company may, from time to time, pay or allow
additional promotional incentives, in the form of cash or other compensation. We
reserve the right to offer these additional incentives only to certain
broker-dealers that sell or are expected to sell during specified time periods
certain minimum amounts of the Contracts or Certificates or other contracts
offered by the Company. Promotional incentives may change at any time.
Commissions will not be paid with respect to Accounts established for the
personal account of employees of the Company or any of its affiliates, or of
persons engaged in the distribution of the Contracts, or of immediate family
members of such employees or persons. In addition, commissions may be waived or
reduced in connection with certain transactions described in this Prospectus
under the heading "Waivers; Reduced Charges; Credits; Bonus Guaranteed Interest
Rates." During 1998 and 1997, approximately $106,350 and $75,000, respectively,
was paid to and retained by Clarendon in connection with distribution of the
Contracts.
PERFORMANCE INFORMATION
From time to time the Variable Account may publish reports to
shareholders, sales literature and advertisements containing performance
information relating to the variable options. This information may include
standardized and non-standardized "Average Annual Total Return," "Cumulative
Growth
33
<PAGE>
Rate" and "Compound Growth Rate." We may also advertise "yield" for the
Government Securities Fund and High Yield Fund variable options, and "yield" and
"effective yield" for the Money Market Fund.
Average Annual Total Return measures the net income of the variable
options and any realized or unrealized gains or losses of the Funds in which it
invests, over the period stated. Average Annual Total Return figures are
annualized and represent the average annual percentage change in the value of an
investment in a variable option over that period. Standardized Average Annual
Total Return information covers the period after the Variable Account was
established or, if shorter, the life of the Fund. Non-standardized Average
Annual Total Return covers the life of each Fund, which may predate the Variable
Account. Cumulative Growth Rate represents the cumulative change in the value of
an investment in the Sub-Account for the period stated, and is arrived at by
calculating the change in the Accumulation Unit Value of a Sub-Account between
the first and the last day of the period being measured. The difference is
expressed as a percentage of the Accumulation Unit Value at the beginning of the
base period. "Compound Growth Rate" is an annualized measure, calculated by
applying a formula that determines the level of return which, if earned over the
entire period, would produce the cumulative return.
Average Annual Total Return figures assume an initial purchase payment of
$1,000 and reflect all applicable withdrawal and Contract charges. The
Cumulative Growth Rate and Compound Growth Rate figures that we advertise do not
reflect withdrawal charges or the Account Fee, although they reflect all
recurring charges. Results calculated without withdrawal and/or certain Contract
charges will be higher. We may also use other types of rates of return that do
not reflect withdrawal and Contract charges.
The performance figures used by the Variable Account are based on the
actual historical performance of the Series Fund for the specified periods, and
the figures are not intended to indicate future performance. For periods before
the date the Contracts became available, we calculate the performance
information for the Sub-Account on a hypothetical basis. To do this, we reflect
deductions of the current Contract fees and charges from the historical
performance of the corresponding series.
Yield is a measure of the net dividend and interest income earned over a
specific one month or 30-day period (7-day period for the Money Market Series
Sub-Account), expressed as a percentage of the value of the Variable Options
Accumulation Units. Yield is an annualized figure, which means that we assume
that the Variable Options generates the same level of net income over a one-year
period and compound that income on a semi-annual basis. We calculate the
effective yield for the Money Market Series Sub-Account similarly, but include
the increase due to assumed compounding. The Money Market Sub-Account's
effective yield will be slightly higher than its yield as a result of its
compounding effect.
The Variable Account may also from time to time compare its investment
performance to various unmanaged indices or other variable annuities and may
refer to certain rating and other organizations in its marketing materials. More
information on performance and our computations is set forth in the Statement of
Additional Information.
The Company may also advertise the ratings and other information assigned
to it by independent industry ratings organizations. Some of these organizations
are A.M. Best, Moody's Investor's Service, Standard and Poor's Insurance Rating
Services, and Duff and Phelps. Each year A.M. Best reviews the financial status
of thousands of insurers, culminating in the assignment of Best's rating. These
ratings reflect A.M. Best's current opinion of the relevant financial strength
and operating performance of an insurance company in comparison to the norms of
the life/health industry. Best's ratings range from A++ to F. Standard and
Poor's and Duff and Phelps' ratings measure the ability of an insurance company
to meet its obligations under insurance policies it issues. These two ratings do
not measure the insurance company's ability to meet non-policy obligations.
Ratings in general do not relate to the performance of the Sub-Accounts.
We may also advertise endorsements from organizations, individuals or
other parties that recommend the Company or the Contracts. We may occasionally
include in advertisements (1) comparisons
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<PAGE>
of currently taxable and tax deferred investment programs, based on selected tax
brackets; or (2) discussions of alternative investment vehicles and general
economic conditions.
AVAILABLE INFORMATION
The Company and the Variable Account have filed with the SEC registration
statements under the Securities Act of 1933 relating to the Contracts. This
Prospectus does not contain all of the information contained in the registration
statements and their exhibits. For further information regarding the Variable
Account, the Company and the Contracts, please refer to the registration
statements and their exhibits.
In addition, the Company is subject to the informational requirements of
the Securities Exchange Act of 1934. We file reports and other information with
the SEC to meet these requirements. You can inspect and copy this information
and our registration statements at the SEC's public reference facilities at the
following locations: WASHINGTON, D.C. -- 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549; CHICAGO, ILLINOIS -- 500 West Madison Street, Chicago,
IL 60661; NEW YORK, NEW YORK -- 7 World Trade Center, 13th Floor, New York, NY
10048. The Washington, D.C. office will also provide copies by mail for a fee.
You may also find these materials on the SEC's website (http:// www.sec.gov).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1998 filed with the SEC is incorporated by reference in this Prospectus. Any
statement contained in a document we incorporate by reference is deemed modified
or superceded to the extent that a later filed document, including this
Prospectus, shall modify or supercede that statement. Any statement so modified
or superceded shall not be deemed, except as so modified or superceded, to
constitute part of this Prospectus.
The Company will furnish, without charge, to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of the document referred to above which has been incorporated by reference
in this Prospectus, other than exhibits to such document (unless such exhibits
are specifically incorporated by reference in this Prospectus). Requests for
such document should be directed to the Secretary, Sun Life Assurance Company of
Canada (U.S.), One Sun Life Executive Park, Wellesley Hills, Massachusetts
02481, telephone (800) 225-3950.
ADDITIONAL INFORMATION ABOUT THE COMPANY
BUSINESS OF THE COMPANY
We are engaged in the sale of individual variable life insurance and
individual and group fixed and variable annuities. These contracts are sold in
both the tax qualified and non-tax qualified markets. These products are
distributed through individual insurance agents, insurance brokers and
registered broker-dealers.
The following table sets forth premiums and deposits by major product
categories for each of the last three years. See notes to financial statements
for industry segment information.
<TABLE>
<CAPTION>
1998 1997 1996
------------ ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C>
Individual insurance products $ 155,907 $ 204,671 $ 207,845
Retirement products $ 2,194,895 $ 2,204,693 $ 1,834,327
------------ ------------ ------------
$ 2,350,802 $ 2,409,364 $ 2,042,172
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
We have obtained authorization to do business in 48 states, the District
of Columbia and Puerto Rico, and anticipate that we will be authorized to do
business in all states except New York. We have formed a wholly-owned
subsidiary, Sun Life Insurance and Annuity Company of New York, which issues
individual fixed and combination fixed/variable annuity contracts and group life
and long-term
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<PAGE>
disability insurance in New York. Our other active subsidiaries are Sun Capital
Advisers, Inc., a registered investment adviser, Clarendon Insurance Agency,
Inc., a registered broker-dealer that acts as the general distributor of the
Contracts and other annuity and life insurance contracts that we and our
affiliates issue, Sun Life of Canada (U.S.) Distributors, Inc., a registered
broker-dealer and investment adviser, New London Trust, F.S.B., a federally
chartered savings bank, Sun Life Financial Services Limited, which provides
off-shore administrative services to us and our parent, Sun Life Assurance
Company of Canada ("Sun Life (Canada)"), and Sun Life Information Services
Ireland Limited, an offshore technology center.
We are a wholly-owned subsidiary of Sun Life of Canada (U.S.) Holdings,
Inc. ("Life Holdco"). Life Holdco is a wholly-owned subsidiary of Sun Life
Assurance Company of Canada -- U.S. Operations Holdings, Inc. ("U.S. Holdco").
U.S. Holdco is a wholly-owned subsidiary of Sun Life (Canada), 150 King Street
West, Toronto, Ontario, Canada. Sun Life (Canada) is a mutual life insurance
company incorporated pursuant to Act of Parliament of Canada in 1865 and
currently transacts business in all of the Canadian provinces and territories,
in all U.S. states (except New York), and in the District of Columbia, Puerto
Rico, the Virgin Islands, Great Britain, Ireland, Hong Kong, Bermuda and the
Philippines.
SELECTED FINANCIAL DATA
The following selected financial data for the Company should be read in
conjunction with the statutory financial statements of the Company and notes
thereto included in this Prospectus beginning on page 50.
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
---------------------------------------------------------------
1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- -----------
(IN $ THOUSANDS)
<S> <C> <C> <C> <C> <C>
Revenues
Premiums, annuity deposits and other revenue $ 2,581,463 $ 2,623,629 $ 2,215,322 $ 1,883,901 $ 1,997,525
Net investment income and realized gains 187,208 298,121 310,172 315,966 312,583
----------- ----------- ----------- ----------- -----------
2,768,671 2,921,750 2,525,494 2,199,867 2,310,108
----------- ----------- ----------- ----------- -----------
Benefits and expenses
Policyholder benefits 2,416,950 2,579,104 2,232,528 1,995,208 2,102,290
Other expenses 214,607 206,065 175,342 150,937 186,892
----------- ----------- ----------- ----------- -----------
2,631,557 2,785,169 2,407,870 2,146,145 2,289,182
----------- ----------- ----------- ----------- -----------
Operating gain 137,114 136,581 117,624 53,722 20,926
Federal income tax expense (benefit) 11,713 7,339 (5,400) 17,807 19,469
----------- ----------- ----------- ----------- -----------
Net income $ 125,401 $ 129,242 $ 123,024 $ 35,915 $ 1,457
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Assets $16,902,621 $15,925,357 $13,621,952 $12,359,683 $10,117,822
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Surplus notes $ 565,000 $ 565,000 $ 315,000 $ 650,000 $ 335,000
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
</TABLE>
See Note 1 to financial statements for changes in accounting principles and
reporting.
See discussion in Management's Discussion and Analysis of Financial Condition
and Results of Operations.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
CAUTIONARY STATEMENT
This Prospectus includes forward looking statements by the Company under
the Private Securities Litigation Reform Act of 1995. These statements are not
matters of historical fact; they relate to
36
<PAGE>
such topics as future product sales, Year 2000 compliance, volume growth, market
share, market risk and financial goals. It is important to understand that these
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those that the statements
anticipate. These risks and uncertainties may concern, among other things:
- - The Company's ability to identify and address Year 2000 issues successfully,
in a timely manner, and at reasonable cost. They also may concern the ability
of the Company's vendors, suppliers, other service providers, and customers to
successfully address their own Year 2000 issues in a timely manner.
- - Heightened competition, particularly in terms of price, product features, and
distribution capability, which could constrain the Company's growth and
profitability.
- - Changes in interest rates and market conditions.
- - Regulatory and legislative developments.
- - Developments in consumer preferences and behavior patterns.
RESULTS OF OPERATIONS
NET INCOME
Net income decreased by $3.8 million to $125.4 million in 1998, reflecting
an increase of $22.5 million in income from operations and a decrease of $26.3
million in net realized capital gains. (In the following discussion, "income
from operations" refers to the statutory statement of operations line item, net
gain from operations after dividends to policyholders and federal income tax and
before realized capital gains.)
Income from operations increased from $102.5 million in 1997 to $125.0
million in 1998, mainly as a result of the following factors:
- - A $16.7 million increase, to $31.4 million in 1998, in the income from
operations from the Company's Retirement Products and Services segment. (This
is discussed in the "Retirement Products and Services Segment" section below.)
- - The effect of terminating certain reinsurance agreements with the Company's
ultimate parent. The termination of these agreements was the predominant
factor in the $71.1 million increase in income from operations for the
Company's Individual Insurance segment.
- - The effects of the Company's December 1997 reorganization (described in the
"Corporate & Other Segment" section below), as a result of which MFS was no
longer a subsidiary of the Company. As a result of this reorganization,
dividends from subsidiaries were lower in 1998 than in 1997 and certain
subsidiary tax benefits were no longer available to the Company. Also
affecting income from operations for the Corporate segment in 1998 was that
income earned on the proceeds of a December 1997 issuance of a $250 million
surplus note was lower than the related interest expense.
Net realized capital gains decreased from $26.7 million in 1997 to $0.4
million in 1998. This change also reflected the Company's reorganization, as a
result of which the Company had a realized capital gain of $21.2 million in
1997.
Net income increased by $6.2 million to $129.2 million in 1997, as
compared to 1996 reflecting a decrease of $15.6 million in income from
operations and an increase of $21.8 million in net realized capital gains.
Income from operations decreased from $118.2 million in 1996 to $102.5
million in 1997, mainly as a result of the following factors:
- - A $7.6 million decrease, to $14.7 million, in income from operations from the
Company's Retirement Products and Services segment. (This is discussed in the
"Retirement Products and Services Segment" section below.)
- - An increase of $6.5 million, compared to 1996, in the effects of the
reinsurance arrangements between the Company and its ultimate parent.
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<PAGE>
- - A decrease, by approximately $9 million, in dividends from subsidiaries, as
well as higher taxes and expenses in the Corporate segment.
As noted above, the $21.9 million increase in net realized capital gains,
from $4.8 million in 1996 to $26.7 million in 1997, was caused mainly by the
December 1997 company reorganization, as a result of which the Company had a
realized capital gain of $21.2 million in 1997.
INCOME FROM OPERATIONS BY SEGMENT
The Company's income from operations reflects the operations of its three
business segments: the Retirement Products and Services segment, the Individual
Insurance segment and the Corporate segment. The following table provides a
summary.
INCOME FROM OPERATIONS BY SEGMENT*
($ IN MILLIONS)
<TABLE>
<CAPTION>
% CHANGE
----------------------------
1998 1997 1996 1998/1997 1997/1996
--------- --------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Individual Insurance 89.1 18.0 11.5 395.0% 56.5%
Retirement Products and Services 31.4 14.7 22.3 113.6% (34.1)%
Corporate 4.5 69.8 84.4 (93.6)% (17.3)%
--------- --------- --------- ----- -----
125.0 102.5 118.2 22.0% (13.3)%
--------- --------- --------- ----- -----
--------- --------- --------- ----- -----
</TABLE>
*Before realized capital gains
These results are discussed more fully below.
RETIREMENT PRODUCTS AND SERVICES SEGMENT
The Retirement Products and Services segment focuses on the savings and
retirement needs of those preparing for retirement or those who have already
retired. It primarily markets to upscale consumers in the U.S., selling
individual and group fixed and variable annuities. Its major product lines,
"Regatta" and "Futurity," are combination fixed/variable annuities. In these
combination annuities, contract holders have the choice of allocating payments
either to a fixed account, which provides a guaranteed rate of return, or to
variable accounts. Withdrawals from the fixed account are subject to market
value adjustment. In the variable accounts, the contract holder can choose from
a range of investment options and styles. The return depends upon investment
performance of the options selected. Investment funds available under Regatta
are managed by MFS, an affiliate of the Company. Investment funds available
under Futurity products are managed by several investment managers, including
MFS and Sun Capital Advisers, Inc., a subsidiary of the Company.
The Company distributes these annuity products through a variety of
channels. For the Regatta products, about half are sold through securities
brokers; a further one-fourth through financial institutions, and the remainder
through insurance agents and financial planners. The Futurity products,
introduced in February 1998, are distributed through a dedicated wholesaler
network, including Sun Life of Canada (US) Distributors, Inc., that services
similar distribution channels.
Although new pension products are not currently sold, there has been a
substantial block of group retirement business in-force, including guaranteed
investment contracts ("GICs"), pension plans and group annuities. A significant
portion of these pension contracts are non-surrenderable, with the result that
the Company's liquidity exposure is limited. GICs were marketed directly in the
U.S. through independent managers. In 1997, the Company decided to no longer
market group pension and GIC products.
Following are the major factors affecting the Retirement Products and
Services segment results compared to the prior year.
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<PAGE>
1998 COMPARED TO 1997:
- - A SHIFTING PATTERN IN SALES. Annuity deposits declined by about $27 million,
or 1%, to $2.2 billion in 1998. Fixed annuity account deposits were lower by
approximately 7% in 1998, while deposits into variable annuity accounts have
been increasing in total and as a proportion of total annuity deposits. These
trends reflected market conditions and competitive factors.
Deposits into the Dollar Cost Averaging (DCA) programs, a feature of the
Company's combination fixed/variable annuity products, were a significant
element of account deposits. Under these programs, which were redesigned in
late 1996, deposits are made into the fixed portion of the annuity contract
and receive a bonus rate of interest for the policy year. During the year,
the fixed deposit is systematically transferred to the variable portion of
the contract in equal periodic installments. DCA deposits overall were flat
in 1998 compared to 1997. This pattern resulted, in part, from heightened
competition, as other companies introduced similar DCA programs within the
past year. During the 4th quarter of 1998, the Company introduced a higher
DCA rate and a new six-month DCA program. DCA deposits for that quarter were
higher, compared to the preceding 1998 quarters.
An increase in variable account deposits in 1998 reflected both the
continuing strong growth in equity markets generally and the continuing
strong performance of the investment funds underlying the Company's variable
annuity products. The continuing strong equity markets, low interest rate
environment, and demographic trends, among other factors, have increased the
demand and market for wealth accumulation products in the U.S., particularly
for variable annuities. These factors have contributed to the growth in the
Company's variable account deposits in 1998, despite heightened competition.
The Company introduced its Futurity line of products in February 1998.
Related deposits represented about 6% of the total for the Retirement
Products and Services segment in 1998, reflecting this recent introduction.
The Company expects that sales for the Futurity product will continue to
increase in the future, based on its beliefs that market demand is growing
for multi-manager variable annuity products, such as Futurity; that the
productivity of Futurity's wholesale distribution network, established in
1998, will continue to grow; and that the marketplace will respond favorably
to future introductions of new Futurity products and product enhancements.
- - HIGHER FEE INCOME RESULTING FROM HIGHER VARIABLE ANNUITY ACCOUNT BALANCES. The
main factors driving this growth in account balances have been market
appreciation and net deposit activity. This growth has generated corresponding
increases in fee income, since fees are determined based on the average assets
held in these accounts. Fee income increased by approximately $43 million, or
39%, in 1998.
- - WHILE THERE HAS BEEN A SHIFT TO VARIABLE ACCOUNTS FROM THE GENERAL ACCOUNT,
NET INVESTMENT INCOME HAS DECLINED. Net investment income reflects only income
earned on invested assets of the general account. In 1998, net investment
income for the Retirement Products and Services segment decreased by about $40
million, or 20%, compared to 1997, mainly as a result of the decline in
average invested assets in the Company's general account. This decline in
average general account assets mainly reflected the shift in deposits in
recent years from the fixed account to variable accounts. It also reflected
the Company's decision in 1997 to no longer market group pension and GIC
products.
- - LOWER POLICYHOLDER BENEFITS, MAINLY REFLECTING LOWER SURRENDER ACTIVITY
COMPARED TO 1997. During 1997 and into the first half of 1998, surrender and
withdrawal activity was high. This activity primarily related to a block of
separate account contracts that had been issued seven or more years previously
and for which the surrender charge periods had expired. While variable account
surrenders have continued to rise, general account surrenders have declined.
As a result of this pattern of activity, policyholder benefits (of which
surrenders and withdrawals, the related changes in the liability for premium
and other deposit funds, and related separate account transfers are the major
elements) increased in 1997 and were lower in 1998. The company expects that
as the separate account block of business continues to grow, and as a higher
proportion of it is no longer subject to surrender charges, surrenders will
tend to increase.
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<PAGE>
- - INVESTMENTS IN TECHNOLOGY AND INFRASTRUCTURE TO ENHANCE ANNUITY OPERATIONS. As
a result of these investments, operational expenses increased by approximately
$12 million, or 25%, in 1998 compared to 1997. These increases reflected three
main factors:
(1) Higher volumes of annuity business, requiring greater administrative
support. The Company expects that increases in the volume of its annuity
business will continue to have a similar effect on expenses in the near
term.
(2) Improvements to the computer systems and technology that support the
annuity business. These improvements involved information systems
supporting the growth of the Company's in-force business, particularly
its combination fixed/variable annuities. The Company expects to continue
to invest in its systems and technology in the future. The extent and
nature of these investments will depend on the Company's assessments of
the relative costs and benefits of given projects.
(3) Costs associated with the product design and implementation of the new
Futurity multi-manager annuity product and the development of a new
product within the Regatta product line. The Company expects to continue
to invest in further product enhancements in the future.
1997 COMPARED TO 1996:
- - STRONG FIXED ACCOUNT DEPOSITS. Fixed account deposits in 1997 were
approximately $650 million, or 240%, higher than in 1996. This increase
resulted mainly from the Company's redesign of its DCA programs in late 1996.
The Company benefited at the time from the popularity of its DCA program
features and from the absence of major competitors offering similar features.
- - IN 1997, VARIABLE ANNUITY DEPOSITS WERE ABOUT $200 MILLION, OR 16%, LOWER THAN
IN 1996. THIS TREND REFLECTED HEIGHTENED COMPETITION, UNCERTAINTIES IN THE
MARKETPLACE REGARDING THE ATTRACTIVENESS OF VARIABLE ANNUITIES, AND CUSTOMER
PREFERENCES FOR DEPOSITING INTO THE DCA PROGRAMS RATHER THAN DIRECTLY INTO THE
VARIABLE ACCOUNTS.
- - HIGHER FEE INCOME RESULTING FROM HIGHER VARIABLE ANNUITY ACCOUNT BALANCES. The
main factors driving this growth in account balances were market appreciation
and net deposit activity. This growth generated corresponding increases in fee
income, since fees are determined based on the average assets held in these
accounts.
- - DECLINING GENERAL ACCOUNT BALANCES, RESULTING IN DECLINING NET INVESTMENT
INCOME. In 1997, net investment income for the Retirement Products and
Services segment decreased by about 16%, mainly as a result of a decline in
average invested assets in the Company's general account. This decline in
average general account assets mainly reflected the Company's decision in 1997
to no longer market group pension and GIC products.
- - HIGHER POLICYHOLDER BENEFITS, MAINLY REFLECTING HIGH SURRENDER ACTIVITY IN
1997. As noted above, surrender and withdrawal activity was high in 1997. This
activity primarily related to a block of separate account contracts that had
been issued seven or more years previously and for which the surrender charge
period had expired. As a result of this pattern of activity, policyholder
benefits (of which surrenders and withdrawals, the related changes in the
liability for premium and other deposit funds, and related separate account
transfers are the major elements) were unusually high in 1997 compared to
1996.
- - HIGHER COMMISSIONS. Commissions increased by approximately $22 million, or
20%, in 1997, directly reflecting higher sales of combination fixed/variable
annuity products in 1997 compared to 1996.
- - HIGHER OPERATIONAL EXPENSES. Operational expenses increased by approximately
$5 million, or 13%, as a result of the additional staffing needed to
administer higher volumes of business and because of non-recurring costs of
moving the Retirement Products and Services operations to a new facility.
INDIVIDUAL INSURANCE SEGMENT
The Individual Insurance segment comprises two main elements, internal
reinsurance and variable life products.
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INTERNAL REINSURANCE
In recent years, the Company has had various reinsurance agreements with its
ultimate parent, Sun Life (Canada). In some of these arrangements, Sun Life
(Canada) has reinsured the mortality risks of individual life policies sold in
prior years by the Company. In another agreement, which became effective January
1, 1991 and terminated October 1, 1998, the Company reinsured certain individual
life insurance contracts issued by Sun Life (Canada). The latter agreement had a
significant effect on net income in both 1997 and 1998. The former agreements,
in the aggregate, also affected net income in those years, but to a much lesser
extent. The effects of these agreements on the Company's net income are
summarized in the following table.
INTERNAL REINSURANCE-EFFECT ON INCOME FROM OPERATIONS BEFORE INCOME TAXES
($ IN MILLIONS)
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
1991 Agreement
Effect on operations $ 24.6 $ 37.1 $ 35.2
Effect of termination 65.7
Other Agreements
Effect on operations (2.1) (1.4) (1.6)
--------- --------- ---------
Total $ 88.2 $ 35.7 $ 33.6
--------- --------- ---------
--------- --------- ---------
</TABLE>
Because the 1991 agreement was in effect only through the first nine
months of 1998, related net income was correspondingly lower in 1998 than in
1997. Also contributing to the lower 1998 net income from operations from this
agreement were proportionately higher death claims in 1998. The effect of
terminating this agreement was to further increase 1998 net income by $65.7
million. Neither the net income effect of this agreement's operations nor that
of its termination will recur. The termination-related increase in 1998
represents a reasonable approximation of the value of the stream of future
earnings that the agreement would have generated had it not been terminated.
VARIABLE LIFE PRODUCTS
This business includes the sale of individual variable life insurance
products, primarily the Company's variable universal life product for the
company-owned life insurance ("COLI") market. This product was introduced in
late 1997. The Company expects the variable life business to grow and become
more significant in the future.
CORPORATE SEGMENT
This segment includes the capital of the Company, its investments in
subsidiaries and items not otherwise attributable to either the Retirement
Products and Services and Individual Insurance segments. In 1998, income from
operations decreased by $65.3 million to $4.5 million for this segment. This
decrease reflected two main factors:
- Dividends from subsidiaries were lower than in 1997 by $37.5 million. This
decrease mainly resulted from a December 1997 reorganization, in which the
Company transferred its ownership of MFS to its parent company. As a
result of this reorganization, the Company received no dividends from MFS
in 1998. By comparison, it received $33.1 million of MFS dividends in
1997.
- Net investment income other than dividends from subsidiaries, was lower
than in 1997 by $5.9, reflecting the effect of the Company's December 1997
issuance of a $250 million surplus note to its upstream holding company.
Interest expense exceeded investment earnings on the related funds.
In 1997, income from operations for this segment decreased by $14.6
million to $69.8 million. This decrease mainly reflected a decrease, by
approximately $9 million, in dividends from subsidiaries. It also reflected
higher taxes and expenses.
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<PAGE>
FINANCIAL CONDITION AND LIQUIDITY
ASSETS
The Company's total assets comprise those held in its general account and
those held in its separate accounts. General account assets support general
account liabilities. Separate accounts and their assets are of two main types:
- Those assets held in a "fixed" separate account, which the Company
established for amounts that contract holders allocate to the fixed
portion of their combination fixed/variable deferred annuity contracts.
Fixed separate account assets are available to fund general account
liabilities and general account assets are available to fund the
liabilities of this fixed separate account. The Company manages the assets
of this fixed separate account according to general account investment
policy guidelines.
- Those assets held in a number of registered and non-registered "variable"
separate accounts as investment vehicles for the Company's variable life
and annuity contracts. Policyholders may choose from among various
investment options offered under these contracts according to their
individual needs and preferences. Policyholders assume the investment
risks associated with these choices. General account and fixed separate
account assets are not available to fund the liabilities of these variable
accounts.
The following table summarizes significant changes in asset balances
during 1998 and 1997. The changes are discussed below.
<TABLE>
<CAPTION>
ASSETS % CHANGE
1998 1997 1996 1998/1997 1997/1996
---------- ---------- ---------- ------------ ------------
($ IN MILLIONS)
<S> <C> <C> <C> <C> <C>
General account assets $ 2,932.2 $ 4,513.5 $ 4,593.9 (35.0)% (1.75)%
Fixed separate account assets 2,195.6 2,343.9 2,108.8 (6.3)% 11.15%
---------- ---------- ---------- ------ ------
$ 5,127.8 $ 6,857.4 $ 6,702.7 (25.2)% 2.31%
Variable separate account assets 11,774.8 9,068.0 6,919.2 29.9% 31.06%
---------- ---------- ---------- ------ ------
Total assets $ 16,902.6 $ 15,925.4 $ 13,621.9 6.1% 16.91%
---------- ---------- ---------- ------ ------
---------- ---------- ---------- ------ ------
</TABLE>
General account and fixed separate account assets, taken together,
decreased by 25% in 1998; but variable separate account assets increased by 30%
that year. In 1997, growth in the general account and fixed separate account was
low; variable separate account assets increased by 31%. This growth in variable
accounts relative to the general and fixed accounts reflects two main factors:
appreciation of the funds held in the variable separate accounts has exceeded
that of the funds held in the general and fixed separate accounts; and annuity
deposits into variable accounts have increased, while annuity deposits into
fixed accounts have slowed. The Company believes this pattern has reflected a
shift in the preferences of policyholders, which is largely attributable to the
strong performance of equity markets in general and of the Company's variable
account funds in particular.
The assets of the general account are available to support general account
liabilities. For management purposes, it is the Company's practice to segment
its general account to facilitate the matching of assets and liabilities.
General account assets primarily comprise cash and invested assets, which
represented 98.7% of general account assets at year-end 1998. Major types of
invested asset holdings included bonds, mortgages, real estate and common stock.
The Company's bond holdings comprised 60.9% of the Company's portfolio at year-
end 1998. Bonds included both public and private issues. It is the Company's
policy to acquire only investment-grade securities. As a result, the overall
quality of the bond portfolio is high. At year-end 1998, only 5.3% were rated
below-investment-grade; i.e., they had National Association of Insurance
Commissioners ("NAIC") ratings lower than "1" or "2." The Company's mortgage
holdings amounted to $535.0 million at year-end 1998, representing 18.5% of the
total portfolio. All mortgage holdings at year-end 1998 were in good standing.
The Company believes that the high quality of its mortgage portfolio is largely
attributable to its stringent underwriting standards. At year-end 1998,
investment real estate amounted to $78.0 million, representing about 2.7% of the
total portfolio. The Company invests in real estate to enhance yields and,
because of the long-term nature of these investments, the Company uses them for
purposes of matching with products having
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<PAGE>
long-term liability durations. Common stock holdings amounted to $128.4 million,
representing about 4.4% of the portfolio. These holdings comprised the Company's
ownership shares in subsidiaries.
Other general account assets decreased by $1,021.4 million in 1998. This
change primarily reflected the effect of terminating the internal reinsurance
agreement with the Company's ultimate parent, discussed in "Internal
Reinsurance," above.
LIABILITIES
As with assets, the proportion of variable separate account liabilities to
total liabilities has been increasing. Most of the Company's liabilities
comprise reserves for life insurance and for annuity contracts and deposit
funds. The Company expects the declining trend in general account liabilities to
continue, because it believes that net maturities will continue to exceed sales
for the fixed contracts associated with these liabilities. This trend stems
mainly from the Company's 1997 decision to discontinue selling group pension and
GIC contracts and to focus its marketing efforts on its combination
fixed/variable annuity products.
In December 1997, the Company borrowed $110.0 million from Sun Life
Assurance Company of Canada -- U.S. Operations Holdings, Inc. ("U.S. Holdco"),
an upstream holding company. The Company repaid this note during the first
quarter of 1998.
The termination of the internal reinsurance agreement discussed above
resulted in a $1.0 billion decrease in liabilities as compared to 1997.
CAPITAL MARKETS RISK MANAGEMENT
See "Quantitative and Qualitative Disclosures About Market Risk," below
for a discussion of the Company's capital markets risk management.
CAPITAL RESOURCES
CAPITAL ADEQUACY
The National Association of Insurance Commissioners ("NAIC") adopted
regulations at the end of 1993 that established minimum capitalization
requirements for insurance companies, based on risk-based capital ("RBC")
formulas. These requirements are intended to identify undercapitalized
companies, so that specific regulatory actions can be taken on a timely basis.
The RBC formula for life insurance companies sets capital requirements related
to asset, insurance, interest rate, and business risks. According to the RBC
calculation, the Company's capital was well in excess of its required capital at
year-end 1998.
LIQUIDITY
The Company's liquidity requirements are generally met by funds from
operations. The Company's main uses of funds are to pay out death benefits and
other maturing insurance and annuity contract obligations; to make pay-outs on
contract terminations; to purchase new investments; to fund new business
ventures; and to pay normal operating expenditures and taxes. The Company's main
sources of funds are premiums and deposits on insurance and annuity products;
proceeds from the sale of investments; income from investments; and repayments
of investment principal.
In managing its general account and fixed separate account assets in
relation to its liabilities, the Company has segmented these assets by product
or by groups of products. The Company manages each segment's assets based on an
investment policy that it has established for that segment. Among other matters,
this investment policy considers liquidity requirements and provides cash flow
estimates. The Company reviews these policies quarterly.
The Company's liquidity targets are intended to enable it to meet its
day-to-day cash requirements. On a quarterly basis, the Company compares its
total "liquifiable" assets to its total demand liabilities. Liquifiable assets
comprise cash and assets that could quickly be converted to cash should the need
arise. These assets include short-term investments and other current assets and
investment-grade
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<PAGE>
bonds. The Company's policy is to maintain a liquidity ratio in excess of 100%,
and it did so throughout 1998. Based on its ongoing liquidity analyses, the
Company believes that its available liquidity is more than sufficient to meet
its liquidity needs.
DEMUTUALIZATION
On January 27, 1998, SLOC announced that its Board of Directors requested
management world-wide to develop a plan to convert from a mutual life insurance
company into a publicly traded stock company through demutualization worldwide.
Management has put in place a full time task force which, together with a
worldwide team of actuarial, financial and legal advisers, has begun work. The
Board will decide later this year whether to proceed with demutualization,
following the completion of the plan. Demutualization would require regulatory
and policyholder approval. Based on information known to date, the potential
demutualization of SLOC is not expected to have any significant impact on the
Company.
YEAR 2000 COMPLIANCE
During the fourth quarter of 1996, the Company, Sun Life (Canada) and
affiliates began a comprehensive analysis of its information technology ("IT")
and non-IT systems, including its hardware, software, data, data feed products,
and internal and external supporting services, to address the ability of these
systems to correctly process date calculations through the year 2000 and beyond.
The Company created a full-time Year 2000 project team in early 1997 to manage
this endeavor across the Company. This team, which works with dedicated
personnel from all business units and with the legal and audit departments,
reports directly to the Company's senior management on a monthly basis. In
addition, the Company's Year 2000 project is periodically reviewed by internal
and external auditors.
To date, relevant systems have been identified and their components
inventoried, needed resolutions have been documented, timelines and project
plans have been developed, remediation and testing are in process. Over 90% of
the components have been remediated and tested and are certified as Year 2000
compliant. The majority of the remaining components are in the testing phase and
are expected to be certified over the course of 1999.
In mid-1997, the project team contacted all key vendors to obtain either
their certification for the products and services provided or their plan to make
those products and services compliant. Approximately 95% of these vendors have
responded, and the project team has reviewed the responses and validated and
conducted tests with the vendors where appropriate. In addition, the project
team continues to work with critical business partners, such as third-party
administrators, investment property managers, investment mortgage
correspondents, and others, with the goal that these partners will continue to
be able to support the Company's objective of assuring Year 2000 compliance.
Non-IT applications, including building security, HVAC systems, and other
such systems will be tested. Compliant client server and mainframe environments
have been built which allow for testing of critical dates such as December 31,
1999, January 1, 2000, February 28, 2000, February 29, 2000, and March 1, 2000
without impact to current production.
Although the Company expects all critical systems to be Year 2000
compliant before the end of 1999, there can be no assurance that this result
will be completely achieved. Factors giving rise to this uncertainty include
possible loss of technical resources to perform the work, failure to identify
all susceptible systems, non-compliance by third-parties whose systems and
operations affect the Company, and other similar uncertainties. A possible
worst-case scenario might include one or more of the Company's significant
systems being non-compliant. Such a scenario could result in material disruption
to the Company's operations. Consequences of such disruptions could include,
among other possibilities, the inability to update customers' accounts, process
payments and other financial transactions; and report accurate data to
management, customers, regulators, and others. Consequences also could include
business interruptions or shutdowns, reputational harm, increased scrutiny by
regulators, and litigation related to Year 2000 issues. Such potential
consequences, depending on their nature and duration, could have a material
impact on the Company's results of operations and financial position.
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<PAGE>
In order to mitigate the risks to the Company of material adverse
operational or financial impacts from failure to achieve planned Year 2000
compliance, the Company has established contingency planning at the business
unit and corporate levels. Each business unit has ranked its applications as
being of high, medium or low business risk to ensure that the most critical are
addressed first. The business units also have developed alternate plans of
action where possible, and established dates for the alternate plans to be
enacted. On the corporate level, the Company is in the process of enhancing its
business continuation plan, by identifying minimum requirements for facilities,
computing, staffing, and other factors; and it is developing a plan to support
those requirements.
As of December 31, 1998, the Company expended, cumulatively, approximately
$4.2 million on its Year 2000 effort, and it expects to incur a further $1.3
million on this effort in 1999.
SALE OF SUBSIDIARY
In February 1999, the Company completed the sale of its wholly-owned
subsidiary, Massachusetts Casualty Insurance Company (MCIC) to Centre Solutions
(U.S) Limited, a wholly-owned subsidiary of Centre Reinsurance Holdings, Limited
for approximately $34 million. MCIC sold individual disability insurance
throughout the U.S. This transaction is not expected to have a significant
effect on the operations of the Company
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This discussion covers market risks associated with investment portfolios
that support the Company's general account liabilities. This discussion does not
cover market risks associated with those investment portfolios that support
separate account products. For these products, the policyholder, rather than the
Company, assumes these market risks.
GENERAL
The assets of the general account are available to support general account
liabilities. For purposes of managing these assets in relation to these
liabilities, the company notionally segments these assets by product or by
groups of products. The Company manages each segment's assets based on an
investment policy that it has established for that segment. The policy covers
the segment's liability characteristics and liquidity requirements, provides
cash flow estimates, and sets targets for asset mix, duration, and quality. Each
quarter, investment and business unit managers review these policies to ensure
that the policies remain appropriate, taking into account each segment's
liability characteristics.
TYPES OF MARKET RISKS
The Company's stringent underwriting standards and practices have resulted
in high-quality portfolios and have the effect of limiting credit risk. It is
the Company's policy, for example, not to purchase below-investment-grade
securities. Also, as a matter of investment policy, the Company assumes no
foreign currency or commodity risk; nor does it assume equity price risk except
to the extent that it holds real estate in its portfolios. (At year-end 1998,
investment real estate holdings represented approximately 3% of its total
general account portfolio.) The management of interest rate risk exposure is
discussed below.
INTEREST RATE RISK MANAGEMENT
The Company's fixed interest rate liabilities are primarily supported by
well diversified portfolios of fixed interest investments. They are also
supported by holdings of real estate and floating rate notes. All of these fixed
interest investments are held for other than trading purposes and can include
publicly issued and privately placed bonds and commercial mortgage loans. Public
bonds can include Treasury bonds, corporate bonds, and money market instruments.
The Company's fixed income portfolios also hold securitized assets, including
mortgage-backed securities (MBS) and asset-backed securities. These securities
are subject to the same standards applied to other portfolio investments,
including relative value criteria and diversification guidelines. In portfolios
backing interest-sensitive liabilities, the Company's policy is to limit MBS
holdings to less than 10% of total portfolio assets. In all portfolios, the
Company restricts MBS investments to pass-through securities issued by U.S.
government agencies and
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<PAGE>
to collateralized mortgage obligations, which are expected to exhibit relatively
low volatility. The Company does not engage in leveraged transactions and it
does not invest in the more speculative forms of these instruments such as the
interest-only, principal-only, inverse floater, or residual tranches.
Changes in the level of domestic interest rates affect the market value of
fixed interest assets and liabilities. Segments whose liabilities mainly arise
from the sale of products containing interest rate guarantees for certain terms
are sensitive to changes in interest rates. In these segments, the Company uses
"immunization" strategies, which are specifically designed to minimize the loss
from wide fluctuations in interest rates. The Company supports these strategies
using analytical and modeling software acquired from outside vendors.
Significant features of the Company's immunization models include:
- an economic or market value basis for both assets and liabilities;
- an option pricing methodology;
- the use of effective duration and convexity to measure interest rate
sensitivity;
- the use of "key rate durations" to estimate interest rate exposure at
different parts of the yield curve and to estimate the exposure to
non-parallel shifts in the yield curve.
The Company's Interest Rate Risk Committee meets monthly. After reviewing
duration analyses, market conditions and forecasts, the Committee develops
specific asset management strategies for the interest-sensitive portfolios.
These strategies may involve managing to achieve small intentional mismatches,
either in terms of total effective duration or for certain key rate durations,
between the liabilities and related assets of particular segments. The Company
manages these mismatches to a tolerance range of plus or minus 0.5.
Asset strategies may include the use of Treasury futures or interest rate
swaps to adjust the duration profiles for particular portfolios. All derivative
transactions are conducted under written operating guidelines and are marked to
market. Total positions and exposures are reported to the Board of Directors on
a monthly basis. The counterparties to hedging transactions are major highly
rated financial institutions, with respect to which the risk of the Company's
incurring losses related to credit exposures is considered remote.
Liabilities categorized as financial instruments and held in the Company's
general account at December 31, 1998 had a fair value of $1,538.3 million. Fixed
income investments supporting those liabilities had a fair value of $2,710.1
million at that date. The Company performed a sensitivity analysis on these
interest-sensitive liabilities and assets at December 31, 1998. The analysis
showed that if there were an immediate increase of 100 basis points in interest
rates, the fair value of the liabilities would show a net decrease of $46.3
million and the corresponding assets would show a net decrease of $113.2
million.
By comparison, liabilities categorized as financial instruments and held
in the Company's general account at December 31, 1997 had a fair value of
$1,986.4 million. Fixed income investments supporting those liabilities had a
fair value of $3,276.2 million at that date. The Company performed a sensitivity
analysis on these interest-sensitive liabilities and assets at December 31,
1997. The analysis showed that if there were an immediate increase of 100 basis
points in interest rates, the fair value of the liabilities would show a net
decrease of $56.0 million and the corresponding assets would show a net decrease
of $108.0 million.
The Company produced these estimates using computer models. Since these
models reflect assumptions about the future, they contain an element of
uncertainty. For example, the models contain assumptions about future
policyholder behavior and asset cash flows. Actual policyholder behavior and
asset cash flows could differ from what the models show. As a result, the
models' estimates of duration and market values may not reflect what actually
will occur. The models are further limited by the fact that they do not provide
for the possibility that management action could be taken to mitigate adverse
results. The Company believes that this limitation is one of conservatism; that
is, it will tend to cause the models to produce estimates that are generally
worse than one might actually expect, all other things being equal.
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<PAGE>
Based on its processes for analyzing and managing interest rate risk, the
Company believes its exposure to interest rate changes will not materially
affect its near-term financial position, results of operations, or cash flows.
REINSURANCE
The Company has agreements with Sun Life (Canada) which provide that Sun
Life (Canada) will reinsure the mortality risks of the individual life insurance
contracts previously sold by the Company. Under these agreements, basic death
benefits and supplementary benefits are reinsured on a yearly renewable term
basis and coinsurance basis, respectively. Reinsurance transactions under these
agreements in 1998 had the effect of decreasing net income from operations by
$2,128,000.
Effective January 1, 1991 the Company entered into an agreement with Sun
Life (Canada) under which certain individual life insurance contracts issued by
Sun Life (Canada) were reinsured by the Company on a 90% coinsurance basis. Also
effective January 1, 1991 the Company entered into an agreement with Sun Life
(Canada) which provides that Sun Life (Canada) will reinsure the mortality risks
in excess of $500,000 per policy for the individual life insurance contracts
assumed by the Company in the reinsurance agreement described above. Death
benefits are reinsured on a yearly renewable term basis. The life reinsurance
assumed agreement requires the reinsurer to withhold funds in an amount equal to
the reserves assumed. The Company terminated these agreements, effective October
1, 1998, resulting in an increase in income from operations by approximately
$65,679,000 which included a cash settlement.
The Company has also executed reinsurance agreements with unaffiliated
companies. These agreements provide reinsurance of certain individual life
insurance contracts on a modified coinsurance basis under which all deficiency
reserves are ceded; as well as reinsurance for variable universal life on a
yearly renewable term basis for which the Company has a maximum retention of
$2,000,000.
RESERVES
In accordance with the life insurance laws and regulations under which the
Company operates, it is obligated to carry on its books, as liabilities,
actuarially determined reserves to meet its obligations on its outstanding
contracts. Reserves are based on mortality tables in general use in the United
States and are computed to equal amounts that, with additions from premiums to
be received, and with interest on such reserves compounded annually at certain
assumed rates, will be sufficient to meet the Company's policy obligations at
their maturities or in the event of an insured's death. In the accompanying
Financial Statements, these reserves are determined in accordance with statutory
regulations.
INVESTMENTS
Of the Company's total assets of $16.9 billion at December 31, 1998, 82.7%
($13.98 billion) consisted of unitized and non-unitized separate account assets,
10.4% ($1.76 billion) was invested in bonds and similar securities, 3.2% ($541
million) was invested in mortgages, 0.7% ($118.3 million) was invested in
subsidiaries, 0.6% ($101.4 million) was invested in real estate, and the
remaining 2.4% ($405.6 million) was invested in cash and other assets.
COMPETITION
The Company is engaged in a business that is highly competitive because of
the large number of stock and mutual life insurance companies and other entities
marketing insurance products. According to a 1998 statistical study published by
A.M. Best, the Company ranked 37th among all life insurance companies in the
United States based upon total assets as of December 31, 1997. Its ultimate
parent company, Sun Life (Canada), ranked 21st.
EMPLOYEES
The Company and Sun Life (Canada) have entered into a service agreement
which provides that the latter will furnish the Company, as required, with
personnel as well as certain services and facilities on a cost reimbursement
basis. As of March 31, 1999, the Company had 392 direct employees who are
47
<PAGE>
employed at its Principal Executive Office in Wellesley Hills, Massachusetts and
at its Retirement Products and Services Division in Boston, Massachusetts.
PROPERTIES
The Company occupies office space owned by it and leased to Sun Life
(Canada), and certain unrelated parties for lease terms not exceeding five
years. Rent received by the Company under the leases amounted to approximately
$6,856,000 in 1998. The Company also occupies office space which it leases from
unaffiliated parties for various lease terms.
STATE REGULATION
The Company is subject to the laws of the State of Delaware governing life
insurance companies and to regulation by the Commissioner of Insurance of
Delaware. An annual statement is filed with the Commissioner of Insurance on or
before March lst in each year relating to the operations of the Company for the
preceding year and its financial condition on December 31st of such year. Its
books and records are subject to review or examination by the Commissioner or
his agents at any time and a full examination of its operations is conducted at
periodic intervals.
The Company is also subject to the insurance laws and regulations of the
other states and jurisdictions in which it is licensed to operate. The laws of
the various jurisdictions establish supervisory agencies with broad
administrative powers with respect to licensing to transact business, overseeing
trade practices, licensing agents, approving policy forms, establishing reserve
requirements, fixing maximum interest rates on life insurance policy loans and
minimum rates for accumulation of surrender values, prescribing the form and
content of required financial statements and regulating the type and amounts of
investments permitted. Each insurance company is required to file detailed
annual reports with supervisory agencies in each of the jurisdictions in which
it does business and its operations and accounts are subject to examination by
such agencies at regular intervals.
In addition, many states regulate affiliated groups of insurers, such as
the Company, its parent and its affiliates, under insurance holding company
legislation. Under such laws, inter-company transfers of assets and dividend
payments from insurance subsidiaries may be subject to prior notice or approval,
depending on the size of such transfers and payments in relation to the
financial positions of the companies involved.
Under insurance guaranty fund laws in most states, insurers doing business
therein can be assessed (up to prescribed limits) for policyholder losses
incurred by insolvent companies. The amount of any future assessments of the
Company under these laws cannot be reasonably estimated. However, most of these
laws do provide that an assessment may be excused or deferred if it would
threaten an insurer's own financial strength and many permit the deduction of
all or a portion of any such assessment from any future premium or similar taxes
payable.
Although the federal government generally does not directly regulate the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Current and proposed federal measures which may
significantly affect the insurance business include employee benefit regulation,
removal of barriers preventing banks from engaging in the insurance business,
tax law changes affecting the taxation of insurance companies, the tax treatment
of insurance products and its impact on the relative desirability of various
personal investment vehicles.
LEGAL PROCEEDINGS
There are no pending legal proceedings affecting the Variable Account. We
and our subsidiaries are engaged in various kinds of routine litigation which,
in management's judgment, is not of material importance to our respective total
assets or material with respect to the Variable Account.
ACCOUNTANTS
The financial statements of the Variable Account for the year ended
December 31, 1998 included in the Statement of Additional Information and the
statutory financial statements of the Company for the years ended December 31,
1998, 1997 and 1996 included in this Prospectus have been
48
<PAGE>
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports appearing herein, and are included in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
FINANCIAL STATEMENTS
The financial statements of the Company which are included in this
Prospectus should be considered only as bearing on the ability of the Company to
meet its obligations with respect to amounts allocated to the Fixed Account and
with respect to the death benefit and the Company's assumption of the mortality
and expense risks. They should not be considered as bearing on the investment
performance of the Series Fund shares held in the Sub-Accounts of the Variable
Account.
The financial statements of the Variable Account for the year ended
December 31, 1998 are included in the Statement of Additional Information.
------------------------
49
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND
CAPITAL STOCK AND SURPLUS
DECEMBER 31, 1998 AND 1997 (IN THOUSANDS)
<TABLE>
<CAPTION>
1998 1997
------------- -------------
<S> <C> <C>
ADMITTED ASSETS
Bonds $ 1,763,468 $ 1,910,699
Common stocks 128,445 117,229
Mortgage loans on real estate 535,003 684,035
Properties acquired in satisfaction of debt 17,207 22,475
Investment real estate 78,021 78,426
Policy loans 41,944 40,348
Cash and short-term investments 265,226 544,418
Other invested assets 64,177 55,716
Life insurance premiums and annuity considerations due and uncollected -- 9,203
Investment income due and accrued 35,706 39,279
Federal income tax recoverable and interest thereon 1,110 --
Receivable from parent, subsidiaries and affiliates -- 27,136
Funds withheld on reinsurance assumed -- 982,653
Other assets 1,928 1,842
------------- -------------
General account assets 2,932,235 4,513,459
Separate account assets:
Unitized 11,774,745 9,068,021
Non-unitized 2,195,641 2,343,877
------------- -------------
Total Admitted Assets $ 16,902,621 $ 15,925,357
------------- -------------
------------- -------------
LIABILITIES
Aggregate reserve for life policies and contracts $ 1,216,107 $ 2,188,243
Supplementary contracts 1,885 2,247
Policy and contract claims 369 2,460
Provision for policyholders' dividends and coupons payable -- 32,500
Liability for premium and other deposit funds 1,000,875 1,450,705
Surrender values on cancelled policies 5 215
Interest maintenance reserve 40,490 33,830
Commissions to agents due or accrued 2,615 2,826
General expenses due or accrued 5,932 6,238
Transfers from Separate Accounts due or accrued (361,863) (284,078)
Taxes, licenses and fees due or accrued, excluding FIT 401 105
Federal income taxes due or accrued 25,019 56,384
Unearned investment income 23 34
Amounts withheld or retained by company as agent or trustee 529 47
Remittances and items not allocated 5,176 1,363
Borrowed money -- 110,142
Asset valuation reserve 44,392 47,605
Payable to parent, subsidiaries, and affiliates 30,381 --
Payable for securities 428 27,104
Other liabilities 9,770 2,924
------------- -------------
General account liabilities 2,022,534 3,680,894
Separate account liabilities:
Unitized 11,774,522 9,067,891
Non-unitized 2,195,641 2,343,877
------------- -------------
Total liabilities 15,992,697 15,092,662
------------- -------------
CAPITAL STOCK AND SURPLUS
Common capital stock 5,900 5,900
------------- -------------
Surplus notes 565,000 565,000
Gross paid in and contributed surplus 199,355 199,355
Unassigned funds 139,669 62,440
------------- -------------
Surplus 904,024 826,795
------------- -------------
Total common capital stock and surplus 909,924 832,695
------------- -------------
Total Liabilities, Capital Stock and Surplus $ 16,902,621 $ 15,925,357
------------- -------------
------------- -------------
</TABLE>
SEE NOTES TO STATUTORY FINANCIAL STATEMENTS.
50
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
STATUTORY STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (IN 000'S)
<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
INCOME:
Premiums and annuity considerations $ 210,198 $ 254,066 $ 266,942
Deposit-type funds 2,140,604 2,155,297 1,775,230
Considerations for supplementary
contracts without life
contingencies and dividend
accumulations 2,086 1,615 2,340
Net investment income 184,532 270,249 303,753
Amortization of interest maintenance
reserve 2,282 1,166 1,557
Income from fees associated with
investment management and
administration and contract
guarantees from Separate Account 141,211 109,757 83,278
Net gain from operations from
Separate Account -- 5 --
Other income 87,364 102,889 87,532
---------- ---------- ----------
Total 2,768,277 2,895,044 2,520,632
---------- ---------- ----------
BENEFITS AND EXPENSES:
Death benefits 15,335 17,284 12,394
Annuity benefits 153,636 148,135 146,654
Disability benefits and benefits
under accident and health policies 104 132 105
Surrender benefits and other fund
withdrawals 1,933,833 1,854,004 1,507,263
Interest on policy or contract funds (140) 699 2,205
Payments on supplementary contracts
without life contingencies and
dividend accumulations 2,528 1,687 2,120
Increase (decrease) in aggregate
reserves for life and accident and
health policies and contracts (972,135) 127,278 162,678
Decrease in liability for premium
and other deposit funds (449,831) (447,603) (392,348)
Increase (decrease) in reserve for
supplementary contracts without
life contingencies and for
dividend and coupon accumulations (362) 42 327
---------- ---------- ----------
Total 682,968 1,701,658 1,441,398
Commissions on premiums and annuity
considerations (direct business
only) 137,718 132,700 109,894
Commissions and expense allowances
on reinsurance assumed 13,032 17,951 18,910
General insurance expenses 58,132 46,624 37,206
Insurance taxes, licenses and fees,
excluding federal income taxes 7,388 8,267 8,431
Increase (decrease) in loading on
and cost of collection in excess
of loading on deferred and
uncollected premiums (1,663) 523 901
Net transfers to Separate Accounts 722,851 844,130 761,941
Reserve and fund adjustments on
reinsurance terminated 1,017,112 -- --
---------- ---------- ----------
Total 2,637,538 2,751,853 2,378,681
---------- ---------- ----------
Net gain from operations before
dividends to policyholders and
Federal Income Taxes 130,739 143,191 141,951
Dividends to policyholders (5,981) 33,316 29,189
---------- ---------- ----------
Net gain from operations after
dividends to policyholders and
before Federal Income Taxes 136,720 109,875 112,762
Federal income tax expense
(benefit), (excluding tax on
capital gains) 11,713 7,339 (5,400)
---------- ---------- ----------
Net gain from operations after
dividends to policyholders and
federal income taxes and before
realized capital gains 125,007 102,536 118,162
Net realized capital gains less
capital gains tax and transferred
to the IMR 394 26,706 4,862
---------- ---------- ----------
NET INCOME $ 125,401 $ 129,242 $ 123,024
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
SEE NOTES TO STATUTORY FINANCIAL STATEMENTS.
51
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
STATUTORY STATEMENTS OF CHANGES IN CAPITAL STOCK AND SURPLUS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (IN 000'S)
<TABLE>
<CAPTION>
1998 1997 1996
---------- ----------- -----------
<S> <C> <C> <C>
Capital and surplus, Beginning of year $ 832,695 $ 567,143 $ 792,452
---------- ----------- -----------
Net income 125,401 129,242 123,024
Change in net unrealized capital gains (losses) (384) 1,152 (1,715)
Change in non-admitted assets and related items (1,086) (463) 67
Change in reserve on account of change in valuation basis -- 39,016 --
Change in asset valuation reserve 3,213 6,307 (11,812)
Surplus (contributed to) withdrawn from Separate Accounts
during period 82 -- 100
Other changes in surplus in Separate Accounts Statements 10 -- --
Change in surplus notes -- 250,000 (335,000)
Dividends to stockholders (50,000) (159,722) --
Aggregate write-ins for gains and losses in surplus (7) 20 27
---------- ----------- -----------
Net change in capital and surplus for the year 77,229 265,552 (225,309)
---------- ----------- -----------
Capital and surplus, End of year $ 909,924 $ 832,695 $ 567,143
---------- ----------- -----------
---------- ----------- -----------
</TABLE>
SEE NOTES TO STATUTORY FINANCIAL STATEMENTS.
52
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
STATUTORY STATEMENTS OF CASH FLOW
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (IN THOUSANDS)
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Cash Provided by Operations:
Premiums, annuity considerations and
deposit funds received $ 2,361,669 $ 2,410,919 $ 2,059,577
Considerations for supplementary
contracts and dividend accumulations
received 2,086 1,615 2,340
Net investment income received 236,944 345,279 324,914
Other income received 253,147 208,223 88,295
----------- ----------- -----------
Total receipts 2,853,846 2,966,036 2,475,126
----------- ----------- -----------
Benefits paid (other than dividends) 2,107,736 2,020,747 1,671,483
Insurance expenses and taxes paid
(other than federal income and
capital gains taxes) 217,023 203,650 172,015
Net cash transferred to Separate
Accounts 800,636 895,465 755,605
Dividends paid to policyholders 26,519 28,316 22,689
Federal income tax payments
(recoveries),(excluding tax on
capital gains) 46,965 1,397 (15,363)
Other--net (138) 698 2,205
----------- ----------- -----------
Total payments 3,198,741 3,150,273 2,608,634
----------- ----------- -----------
Net cash used in operations (344,895) (184,237) (133,508)
----------- ----------- -----------
Proceeds from long-term investments
sold, matured or repaid (after
deducting taxes on capital gains of
$2,038 for 1998, $750 for 1997 and
$1,555 for 1996) 1,261,396 1,343,803 1,768,147
Issuance (repayment) of surplus notes -- 250,000 (335,000)
Other cash provided (used) (40,529) 71,095 147,956
----------- ----------- -----------
Total cash provided 1,220,867 1,664,898 1,581,103
----------- ----------- -----------
Cash Applied:
Cost of long-term investments acquired (967,901) (773,783) (1,318,880)
Other cash applied (187,263) (310,519) (177,982)
----------- ----------- -----------
Total cash applied (1,155,164) (1,084,302) (1,496,862)
Net change in cash and short-term
investments (279,192) 396,359 (49,267)
Cash and short-term investments:
Beginning of year 544,418 148,059 197,326
----------- ----------- -----------
End of year $ 265,226 $ 544,418 $ 148,059
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
SEE NOTES TO STATUTORY FINANCIAL STATEMENTS.
53
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL
Sun Life Assurance Company of Canada (U.S.) (the "Company") is incorporated as a
life insurance company and is currently engaged in the sale of individual
variable life insurance, individual fixed and variable annuities, group fixed
and variable annuities and group pension contracts.
Effective May 1, 1997, the Company became a wholly-owned subsidiary of the newly
established Sun Life of Canada (U.S.) Holdings, Inc. ("Life Holdco"). On
December 18, 1997, Life Holdco became a wholly-owned subsidiary of the Sun Life
Assurance Company of Canada -- U.S. Operations Holdings, Inc. ("US Holdco"). US
Holdco is a wholly-owned subsidiary of Sun Life Assurance Company of Canada
("SLOC"). Prior to December 18, 1997, Life Holdco was a direct wholly-owned
subsidiary of SLOC.
The Company, which is domiciled in the State of Delaware, prepares its financial
statements in accordance with statutory accounting practices prescribed or
permitted by the State of Delaware Insurance Department. Prescribed accounting
practices include practices described in a variety of publications of the
National Association of Insurance Commissioners ("NAIC"), as well as state laws,
regulations and general administrative rules. Permitted accounting practices
encompass all accounting practices not so prescribed. The permitted accounting
practices adopted by the Company are not material to the financial statements.
Prior to 1996, statutory accounting practices were recognized by the insurance
industry and the accounting profession as generally accepted accounting
principles for mutual life insurance companies and stock life insurance
companies wholly-owned by mutual life insurance companies. In April 1993, the
Financial Accounting Standards Board ("FASB") issued an interpretation (the
"Interpretation"), that became effective in 1996, which changed the previous
practice of mutual life insurance companies (and stock life insurance companies
that are wholly-owned subsidiaries of mutual life insurance companies) with
respect to utilizing statutory basis financial statements for general purposes,
in that it will no longer allow such financial statements to be described as
having been prepared in conformity with generally accepted accounting principles
("GAAP"). Consequently, these financial statements prepared in conformity with
statutory accounting practices, as described above, vary from and are not
intended to present the Company's financial position, results of operations or
cash flow in conformity with generally accepted accounting principles. (See Note
20 for further discussion relative to the Company's basis of financial statement
presentation.) The effects on the financial statements of the variances between
the statutory basis of accounting and GAAP, although not reasonably
determinable, are presumed to be material.
INVESTED ASSETS
Bonds are carried at cost, adjusted for amortization of premium or accrual of
discount. Investments in non-insurance subsidiaries are carried on the equity
basis. Investments in mortgage backed securities are generally carried at
amortized cost. Changes in prepayment assumptions and resulting cash flows are
evaluated periodically. The adjusted yield is used to calculate investment
income in future periods. If current book value exceeds future undiscounted cash
flows, a realized capital loss is recorded and amortized through IMR.
Investments in insurance subsidiaries are carried at their statutory surplus
values. Mortgage loans acquired at a premium or discount are carried at
amortized values and other mortgage loans are carried at the amounts of the
unpaid balances. Real estate investments are carried at the lower of cost,
adjusted for accumulated depreciation or appraised value, less encumbrances.
Short-term investments are carried at amortized cost, which approximates fair
value. Depreciation of buildings and improvements is calculated using the
straight-line method over the estimated useful life of the property, generally
40 to 50 years.
54
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
POLICY AND CONTRACT RESERVES
The reserves for life insurance and annuity contracts, developed by accepted
actuarial methods, have been established and maintained on the basis of
published mortality tables using assumed interest rates and valuation methods
that will provide reserves at least as great as those required by law and
contract provisions.
INCOME AND EXPENSES
For life and annuity contracts, premiums are recognized as revenues over the
premium paying period, whereas commissions and other costs applicable to the
acquisition of new business are charged to operations as incurred.
SEPARATE ACCOUNTS
The Company has established unitized separate accounts applicable to various
classes of contracts providing for variable benefits. Contracts for which funds
are invested in separate accounts include variable life insurance and individual
and group qualified and non-qualified variable annuity contracts.
Assets and liabilities of the separate accounts, representing net deposits and
accumulated net investment earnings less fees, held primarily for the benefit of
contract holders, are shown as separate captions in the financial statements.
Assets held in the separate accounts are carried at market value as determined
by quoted market prices of the underlying investments.
The Company has also established a non-unitized separate account for amounts
allocated to the fixed portion of certain combination fixed/variable deferred
annuity contracts. The assets of this account are available to fund general
account liabilities, and general account assets are available to fund
liabilities of this account.
Gains (losses) from mortality experience and investment experience of the
separate accounts, not applicable to contract owners, are transferred to (from)
the general account. Accumulated gains (losses) that have not been transferred
are recorded as a payable (receivable) to (from) the general account. Amounts
payable to the general account of the Company were $361,863,000 in 1998 and
$284,078,000 in 1997.
CHANGES IN ACCOUNTING PRINCIPLES AND REPORTING
As described more fully in Note 10, during 1997 the Company changed certain
assumptions used in determining actuarial reserves.
In March 1998, the National Association of Insurance Commissioners adopted the
Codification of Statutory Accounting Principles ("Codification"). The
Codification, which is intended to standardize regulatory accounting and
reporting for the insurance industry, is proposed to be effective January 1,
2001. However, statutory accounting principles will continue to be established
by individual state laws and permitted practices and it is uncertain when, or
if, the state of Delaware will require adoption of Codification for the
preparation of statutory financial statements. The Company has not finalized the
quantification of the effects of Codification on its statutory financial
statements.
OTHER
Preparation of the financial statements requires management to make estimates
and assumptions that affect reported amounts of assets, liabilities, revenues
and expenses. Actual results could differ from those estimates.
Certain prior year amounts have been reclassified to conform to amounts as
presented in the current year.
55
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
2. INVESTMENTS IN SUBSIDIARIES
The Company owns all of the outstanding shares of Sun Life Insurance and
Annuity Company of New York ("Sun Life (N.Y.)"), Massachusetts Casualty
Insurance Company ("MCIC"), Sun Life of Canada (U.S.) Distributors, Inc.
(formerly Sun Investment Services Company) ("Sundisco"), New London Trust,
F.S.B. ("NLT"), Sun Life Financial Services Limited ("SLFSL"), Sun Benefit
Services Company, Inc. ("Sunbesco"), Sun Capital Advisers, Inc. ("Sun Capital"),
Sun Life Finance Corporation ("Sunfinco"), Sun Life of Canada (U.S.) SPE 97-1,
Inc. ("SPE 97-1"), Clarendon Insurance Agency, Inc. ("Clarendon") and Sun Life
Information Services Ireland Ltd. ("SLISL").
On February 5, 1999, the Company finalized the sale of MCIC, a disability
insurance company which issues primarily individual disability income policies,
to Centre Solutions (U.S.) Limited, a wholly-owned subsidiary of Centre
Reinsurance Holdings Limited for approximately $34 million. The impact of this
sale to the ongoing operations of the Company is not expected to be material.
On September 28, 1998, the Company formed SLISL as an offshore technology center
for the purpose of completing systems projects for affiliates.
On October 30, 1997, the Company established a wholly-owned special purpose
corporation, SPE 97-1, for the purpose of engaging in activities incidental to
securitizing mortgage loans.
On December 31, 1997, the Company purchased from Massachusetts Financial
Services ("MFS") all of the outstanding shares of Clarendon, a registered
broker-dealer that acts as the general distributor of certain annuity and life
insurance contracts issued by the Company and its affiliates.
Prior to December 24, 1997, the Company owned 93.6% of the outstanding shares of
MFS. On December 24, 1997, the Company transferred all of its shares of MFS to
Life Holdco in the form of a dividend valued at $159,722,000. As a result of
this transaction, the Company realized a gain of $21,195,000 of undistributed
earnings.
MFS, a registered investment adviser, serves as investment adviser to the mutual
funds in the MFS family of funds as well as certain mutual funds and separate
accounts established by the Company. The MFS Asset Management Group provides
investment advice to substantial private clients.
Sun Life (N.Y.) is engaged in the sale of individual fixed and variable annuity
contracts and group life and disability insurance contracts in the State of New
York.
Sundisco is a registered investment adviser and broker-dealer.
NLT is a federally chartered savings bank.
SLFSL serves as the marketing administrator for the distribution of the offshore
products of Sun Life Assurance Company of Canada (Bermuda), an affiliate.
Sun Capital is a registered investment adviser.
Sunfinco and Sunbesco are currently inactive.
On September 28, 1998 a $500,000 note was issued by SLISL to the Company at a
rate of 6.0%, maturing on September 28, 2002.
A $110,000,000 note was issued to the Company by MFS on February 11, 1998 at an
interest rate of 6.0% due February 11, 1999. Another $110,000,000 note was
issued to the Company by MFS on December 22, 1998 at an interest rate of 5.55%
due February 11, 1999.
56
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
2. INVESTMENTS IN SUBSIDIARIES (CONTINUED)
On December 23, 1997, the Company issued a $110,000,000 note to US Holdco at an
interest rate of 5.80%, which was repaid on March 1, 1998. A $110,000,000 note
was also issued to the Company by MFS on December 23, 1997 at an interest rate
of 5.85% and was repaid on February 11, 1998.
On December 31, 1996, the Company issued a $58,000,000 note to SLOC at an
interest rate of 5.70% which was repaid on February 10, 1997. Also on December
31, 1996, the Company was issued a $58,000,000 note by MFS at an interest rate
of 5.76%. This note was repaid to the Company on February 10, 1997. On December
31, 1998, 1997 and 1996, the Company had an additional $20,000,000 in notes
issued by MFS, scheduled to mature in 2000.
During 1998, 1997, and 1996, the Company contributed capital in the following
amounts to its subsidiaries:
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
MCIC -- $ 2,000 $ 10,000
SLFSL $ 750 1,000 1,500
SPE 97-1 -- 20,377 --
Sundisco 10,000 -- --
Sun Capital 500 -- --
Clarendon 10 -- --
SLISL 502 -- --
</TABLE>
Summarized combined financial information of the Company's subsidiaries as of
December 31, 1998, 1997 and 1996 and for the years then ended, follows:
<TABLE>
<CAPTION>
1998 1997 1996
------------- ------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C>
Intangible assets $ -- $ -- $ 9,646
Other assets 1,315,317 1,190,951 1,376,014
Liabilities (1,186,872) (1,073,966) (1,241,617)
------------- ------------- -------------
Total net assets $ 128,445 $ 116,985 $ 144,043
------------- ------------- -------------
------------- ------------- -------------
Total revenues $ 222,853 $ 750,364 $ 717,280
Operating expenses (221,933) (646,896) (624,199)
Income tax expense (1,222) (43,987) (42,820)
------------- ------------- -------------
Net income (loss) $ (302) $ 59,481 $ 50,261
------------- ------------- -------------
------------- ------------- -------------
</TABLE>
On December 24, 1997, the Company transferred all of its shares of MFS to its
parent, Life Holdco.
57
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
3. BONDS
Investments in debt securities are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1998
----------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS (LOSSES) VALUE
------------ ----------- ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Long-term bonds:
United States government and government agencies and
authorities $ 140,417 $ 7,635 $ (177) $ 147,875
States, provinces and political subdivisions 16,632 2,219 -- 18,851
Public utilities 397,670 38,740 (238) 436,172
Transportation 197,207 22,481 (18) 219,670
Finance 144,958 12,542 (494) 157,006
All other corporate bonds 866,584 50,814 (6,419) 910,979
------------ ----------- ----------- ------------
Total long-term bonds 1,763,468 134,431 (7,346) 1,890,553
------------ ----------- ----------- ------------
Short-term bonds:
U.S. Treasury Bills, bankers acceptances and commercial
paper 43,400 -- -- 43,400
Affiliates 220,000 -- -- 220,000
------------ ----------- ----------- ------------
Total short-term bonds 263,400 -- -- 263,400
------------ ----------- ----------- ------------
Total bonds $ 2,026,868 $ 134,431 $ (7,346) $ 2,153,953
------------ ----------- ----------- ------------
------------ ----------- ----------- ------------
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1997
----------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS (LOSSES) VALUE
------------ ----------- ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Long-term bonds:
United States government and government agencies and
authorities $ 126,923 $ 5,529 $ -- $ 132,452
States, provinces and political subdivisions 22,361 2,095 -- 24,456
Public utilities 398,939 35,338 (91) 434,186
Transportation 214,130 22,000 (390) 235,740
Finance 157,891 5,885 (120) 163,656
All other corporate bonds 990,455 52,678 (5,456) 1,037,677
------------ ----------- ----------- ------------
Total long-term bonds 1,910,699 123,525 (6,057) 2,028,167
------------ ----------- ----------- ------------
Short-term bonds:
U.S. Treasury Bills, bankers acceptances and commercial
paper 431,032 -- -- 431,032
Affiliates 110,000 -- -- 110,000
------------ ----------- ----------- ------------
Total short-term bonds 541,032 -- -- 541,032
------------ ----------- ----------- ------------
Total bonds $ 2,451,731 $ 123,525 $ (6,057) $ 2,569,199
------------ ----------- ----------- ------------
------------ ----------- ----------- ------------
</TABLE>
58
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
3. BONDS (CONTINUED)
The amortized cost and estimated fair value of bonds at December 31, 1998 are
shown below by contractual maturity. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call and/or prepayment penalties.
<TABLE>
<CAPTION>
DECEMBER 31, 1998
--------------------------
AMORTIZED ESTIMATED
COST FAIR VALUE
------------ ------------
(IN THOUSANDS)
<S> <C> <C>
Maturities:
Due in one year or less $ 459,631 $ 460,787
Due after one year through five years 329,625 336,516
Due after five years through ten years 264,372 283,840
Due after ten years 703,341 781,253
------------ ------------
1,756,969 1,862,396
Mortgage-backed securities 269,899 291,557
------------ ------------
Total bonds $ 2,026,868 $ 2,153,953
------------ ------------
------------ ------------
</TABLE>
Proceeds from sales and maturities of investments in debt securities during
1998, 1997, and 1996 were $1,016,811,000, $980,264,000, and $1,554,016,000,
gross gains were $17,025,000, $10,732,000, and $16,975,000 and gross losses were
$866,000, $2,446,000, and $10,885,000, respectively.
Bonds included above with an amortized cost of approximately $2,572,000,
$2,578,000 and $2,060,000 at December 31, 1998, 1997 and 1996, respectively,
were on deposit with governmental authorities as required by law.
Excluding investments in U.S. government and agencies securities, the Company is
not exposed to significant concentration of credit risk in its portfolio.
4. SECURITIES LENDING
The Company has a securities lending program operated on its behalf by the
Company's primary custodian, Chase Manhattan Bank of New York. The custodian has
indemnified the Company against losses arising from this program. There were no
securities out on loan as of December 31, 1998 and 1997. Income resulting from
this program was $94,000, $200,000 and $137,000 for the years ended December 31,
1998, 1997 and 1996, respectively.
5. MORTGAGE LOANS
The Company invests in commercial first mortgage loans throughout the United
States. The Company monitors the condition of the mortgage loans in its
portfolio. In those cases where mortgages have been restructured, appropriate
allowances for losses have been made. In those cases where, in management's
judgment, the mortgage loans' values are impaired, appropriate losses are
recorded.
59
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
5. MORTGAGE LOANS (CONTINUED)
The following table shows the geographical distribution of the mortgage loan
portfolio.
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1998 1997
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
California $ 82,397 $ 119,122
Massachusetts 53,528 58,981
Michigan 34,357 42,912
New York 21,190 45,696
Ohio 36,171 51,862
Pennsylvania 93,587 97,949
Washington 36,548 54,948
All other 177,225 212,565
---------- ----------
$ 535,003 $ 684,035
---------- ----------
---------- ----------
</TABLE>
The Company has restructured mortgage loans totaling $30,743,000 and $26,284,000
at December 31, 1998 and 1997, respectively, against which there are allowances
for losses of $2,120,000 and $3,026,000, respectively.
The Company has made commitments of mortgage loans on real estate into the
future.The outstanding commitments for these mortgages amount to $18,005,000 and
$12,300,000 at December 31, 1998 and 1997, respectively.
6. INVESTMENT GAINS AND LOSSES
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------
1998 1997 1996
---------- ---------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Net realized gains (losses):
Bonds $ 5,659 $ 2,882 $ 5,631
Common stock of affiliates -- 21,195 --
Common stocks 48
Mortgage loans 2,374 3,837 763
Real estate 955 2,912 599
Other invested assets (3,827) (717) 567
---------- ---------- ---------
Subtotal 5,209 30,109 7,560
Capital gains tax expense 4,815 3,403 2,698
---------- ---------- ---------
Total $ 394 $ 26,706 $ 4,862
---------- ---------- ---------
---------- ---------- ---------
Changes in unrealized gains (losses):
Common stock of affiliates $ (302) $ (2,894) $ (5,739)
Mortgage loans (1,312) 1,524 (600)
Real estate 403 3,377 4,624
Other invested assets 827 (855) --
---------- ---------- ---------
Total $ (384) $ 1,152 $ (1,715)
---------- ---------- ---------
---------- ---------- ---------
</TABLE>
60
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
6. INVESTMENT GAINS AND LOSSES (CONTINUED)
Realized capital gains and losses on bonds and mortgages and interest rate swaps
which relate to changes in levels of interest rates are charged or credited to
an interest maintenance reserve ("IMR") and amortized into income over the
remaining contractual life of the security sold. The net realized capital gains
credited to the interest maintenance reserve were $8,943,000 in 1998, $6,321,000
in 1997, and $7,710,000 in 1996. All gains and losses are transferred net of
applicable income taxes.
7. NET INVESTMENT INCOME
Net investment income consisted of:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------
1998 1997 1996
---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C>
Interest income from bonds $ 167,436 $ 188,924 $ 178,695
Income from investment in common stock of affiliates 3,675 41,181 50,408
Interest income from mortgage loans 53,269 76,073 92,591
Real estate investment income 15,932 17,161 16,249
Interest income from policy loans 2,881 3,582 2,790
Other investment income (loss) (641) (193) 1,710
---------- ---------- ----------
Gross investment income 242,552 326,728 342,443
---------- ---------- ----------
Interest on surplus notes and notes payable (44,903) (42,481) (23,061)
Investment expenses (13,117) (13,998) (15,629)
---------- ---------- ----------
Net investment income $ 184,532 $ 270,249 $ 303,753
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
8. DERIVATIVES
The Company uses derivative instruments for interest rate risk management
purposes, including hedges against specific interest rate risk and to minimize
the Company's exposure to fluctuations in interest rates. The Company's use of
derivatives has included U.S. Treasury futures, conventional interest rate
swaps, and forward spread lock interest rate swaps.
In the case of interest rate futures, gains or losses on contracts that qualify
as hedges are deferred until the earliest of the completion of the hedging
transaction, determination that the transaction will no longer take place, or
determination that the hedge is no longer effective. Upon completion of the
hedge, where it is impractical to allocate gains or losses to specific hedged
assets or liabilities, gains or losses are deferred in IMR and amortized over
the remaining life of the hedged assets. At December 31, 1998 and 1997 there
were no futures contracts outstanding.
In the case of interest rate and foreign currency swap agreements and forward
spread lock interest rate swap agreements, gains or losses on terminated swaps
are deferred in the IMR and amortized over the shorter of the remaining life of
the hedged asset sold or the remaining term of the swap contract. The net
differential to be paid or received on interest rate swaps is recorded monthly
as interest rates change.
61
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
8. DERIVATIVES (CONTINUED)
Options are used to hedge the stock market interest exposure in the mortality
and expense risk charges and guaranteed minimum death benefit features of the
Company's variable annuities. The Company's open positions are as follows:
<TABLE>
<CAPTION>
SWAPS OUTSTANDING
AT DECEMBER 31, 1998
---------------------------------
NOTIONAL MARKET VALUE
PRINCIPAL AMOUNTS OF POSITIONS
------------------ -------------
(IN THOUSANDS)
<S> <C> <C>
Conventional interest rate swaps $ 45,000 $ 508
Foreign currency swap 1,178 263
</TABLE>
<TABLE>
<CAPTION>
SWAPS OUTSTANDING
AT DECEMBER 31, 1997
---------------------------------
NOTIONAL MARKET VALUE
PRINCIPAL AMOUNTS OF POSITIONS
------------------ -------------
(IN THOUSANDS)
<S> <C> <C>
Conventional interest rate swaps $ 80,000 $ (2,891)
Foreign currency swap 1,700 208
Forward spread lock swaps 50,000 274
Asian Put Option S & P 500 75,000 693
</TABLE>
The market value of swaps is the estimated amount that the Company would receive
or pay on termination or sale, taking into account current interest rates and
the current credit worthiness of the counterparties. The Company is exposed to
potential credit loss in the event of nonperformance by counterparties. The
counterparties are major financial institutions and management believes that the
risk of incurring losses related to credit risk is remote.
9. LEVERAGED LEASES
The Company is a lessor in a leveraged lease agreement entered into on
October 21, 1994, under which equipment having an estimated economic life of
25-40 years was leased for a term of 9.75 years. The Company's equity investment
represented 22.9% of the purchase price of the equipment. The balance of the
purchase price was furnished by third-party long-term debt financing,
collateralized by the equipment and non-recourse to the Company. At the end of
the lease term, the Master Lessee may exercise a fixed price purchase option to
purchase the equipment.
62
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
9. LEVERAGED LEASES (CONTINUED)
The Company's net investment in leveraged leases is composed of the following
elements:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1998 1997
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Lease contracts receivable $ 78,937 $ 92,605
Less non-recourse debt (78,920) (92,589)
---------- ----------
17 16
Estimated residual value of leased assets 41,150 41,150
Less unearned and deferred income (8,932) (10,324)
---------- ----------
Investment in leveraged leases 32,235 30,842
Less fees (138) (163)
---------- ----------
Net investment in leveraged leases $ 32,097 $ 30,679
---------- ----------
---------- ----------
</TABLE>
The net investment is included in "other invested assets" on the balance sheet.
10. REINSURANCE
The Company has agreements with SLOC which provide that SLOC will reinsure
the mortality risks of the individual life insurance contracts sold by the
Company. Under these agreements basic death benefits and supplementary benefits
are reinsured on a yearly renewable term basis and coinsurance basis,
respectively. Reinsurance transactions under these agreements had the effect of
decreasing income from operations by approximately $2,128,000, $1,381,000 and
$1,603,000 for the years ended December 31, 1998, 1997 and 1996, respectively.
Effective January 1, 1991, the Company entered into an agreement with SLOC under
which certain individual life insurance contracts issued by SLOC were reinsured
by the Company on a 90% coinsurance basis. During 1997 SLOC changed certain
assumptions used in determining the gross and the ceded reserve balance. The
Company reflected the effect of the changes in assumptions to its assumed
reserves as a direct credit to surplus. The effect of the change was a
$39,016,000 decrease in reserves. Also, the agreement required SLOC to reinsure
the mortality risks in excess of $500,000 per policy for the individual life
insurance contracts assumed by the Company. Such death benefits are reinsured on
a yearly renewable term basis. The life reinsurance assumed agreement required
the reinsurer to withhold funds in amounts equal to the reserves assumed. These
agreements had the effect of increasing income from operations by approximately
$24,579,000, $37,050,000 and $35,161,000 for the years ended December 31, 1998,
1997 and 1996, respectively. The Company terminated this agreement effective
October 1, 1998, resulting in an increase in income from operations of
$65,679,000 which included a cash settlement.
63
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
10. REINSURANCE (CONTINUED)
The following are summarized pro-forma results of operations of the Company for
the years ended December 31, 1998, 1997 and 1996 before the effect of
reinsurance transactions with SLOC:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------
1998 1997 1996
------------ ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C>
Income:
Premiums, annuity deposits and other revenues $ 2,377,364 $ 2,340,733 $ 1,941,423
Net investment income and realized gains 187,208 298,120 310,172
------------ ------------ ------------
Subtotal 2,564,572 2,638,853 2,251,595
------------ ------------ ------------
Benefits and Expenses:
Policyholder benefits 2,312,247 2,350,354 2,011,998
Other expenses 203,238 187,591 155,531
------------ ------------ ------------
Subtotal 2,515,485 2,537,945 2,167,529
------------ ------------ ------------
Income from operations $ 49,087 $ 100,908 $ 84,066
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
The Company has an agreement with an unrelated company which provides
reinsurance of certain individual life insurance contracts on a modified
coinsurance basis and under which all deficiency reserves related to these
contracts are reinsured. Reinsurance transactions under this agreement had the
effect of increasing income from operations by $3,008,000 in 1998, and
decreasing income from operations by $2,658,000 in 1997 and $46,000 in 1996.
64
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
11. WITHDRAWAL CHARACTERISTICS OF ANNUITY ACTUARIAL RESERVES AND DEPOSIT
LIABILITIES
The withdrawal characteristics of general account and separate account
annuity reserves and deposits are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1998
-----------------------------
AMOUNT % OF TOTAL
------------- --------------
(IN THOUSANDS)
<S> <C> <C>
Subject to discretionary withdrawal-with adjustment:
With market value adjustment $ 2,896,529 19
At book value less surrender charges (surrender charge >5%) 10,227,212 66
At book value (minimal or no charge or adjustment) 1,264,453 8
Not subject to discretionary withdrawal provision 1,106,197 7
------------- ---
Total annuity actuarial reserves and deposit liabilities $ 15,494,391 100
------------- ---
------------- ---
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------------------
AMOUNT % OF TOTAL
------------- --------------
(IN THOUSANDS)
<S> <C> <C>
Subject to discretionary withdrawal-with adjustment:
With market value adjustment $ 3,415,394 25
At book value less surrender charges (surrender charge >5%) 7,672,211 57
At book value (minimal or no charge or adjustment) 1,259,698 9
Not subject to discretionary withdrawal provision 1,164,651 9
------------- ---
Total annuity actuarial reserves and deposit liabilities $ 13,511,954 100
------------- ---
------------- ---
</TABLE>
12. SEGMENT INFORMATION
The Company offers financial products and services such as fixed and
variable annuities, retirement plan services and life insurance on an individual
basis. Within these areas, the Company conducts business principally in two
operating segments and maintains a corporate segment to provide for the capital
needs of the various operating segments and to engage in other financing related
activities.
The Individual Insurance segment markets and administers a variety of life
insurance products sold to individuals and corporate owners of individual life
insurance. The products include whole life, universal life and variable life
products.
The Retirement Products and Services ("RPS") segment markets and administers
individual and group variable annuity products, individual and group fixed
annuity products which include market value adjusted annuities, and other
retirement benefit products.
65
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
12. SEGMENT INFORMATION (CONTINUED)
The following amounts pertain to the various business segments:
<TABLE>
<CAPTION>
FEDERAL
TOTAL TOTAL PRETAX INCOME TOTAL
(IN THOUSANDS) REVENUES EXPENDITURES* INCOME TAXES ASSETS
- ----------------------------------------------------- ------------ -------------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
1998
Individual Insurance $ 229,710 $ 144,800 $ 84,910 $ (4,148) $ 199,683
RPS 2,527,608 2,483,715 43,893 12,486 16,123,905
Corporate 10,959 3,042 7,917 3,375 579,033
------------ -------------- ---------- ---------- -------------
Total $ 2,768,277 $ 2,631,557 $ 136,720 $ 11,713 $ 16,902,621
------------ -------------- ---------- ---------- -------------
1997
Individual Insurance 304,141 272,333 31,808 13,825 1,143,697
RPS 2,533,006 2,507,591 25,414 10,667 14,043,221
Corporate 57,897 5,244 52,653 (17,153) 738,439
------------ -------------- ---------- ---------- -------------
Total $ 2,895,044 $ 2,785,169 $ 109,875 $ 7,339 $ 15,925,357
------------ -------------- ---------- ---------- -------------
1996
Individual Insurance 281,309 255,846 25,463 13,931 817,115
RPS 2,174,602 2,151,126 23,476 1,203 12,057,572
Corporate 64,721 898 63,823 (20,534) 689,266
------------ -------------- ---------- ---------- -------------
Total $ 2,520,632 $ 2,407,870 $ 112,762 $ (5,400) $ 13,563,953
------------ -------------- ---------- ---------- -------------
</TABLE>
- ------------------------
* Total expenditures include dividends to policyholders of $(5,981) for 1998,
$33,316 for 1997 and $29,189 for 1996.
13. RETIREMENT PLANS
The Company participates with SLOC in a noncontributory defined benefit
pension plan covering essentially all employees. The benefits are based on years
of service and compensation.
The funding policy for the pension plan is to contribute an amount which at
least satisfies the minimum amount required by ERISA; currently, the plan is
fully funded. The Company is charged for its share of the pension cost based
upon its covered participants. Pension plan assets consist principally of
separate accounts of SLOC.
The Company's share of the group's accrued pension cost was $1,178,000 and
$593,000 at December 31, 1998 and 1997, respectively. The Company's share of net
periodic pension cost was $586,000, $146,000 and $27,000, for 1998, 1997 and
1996, respectively.
The Company also participates with SLOC and certain affiliates in a 401(k)
savings plan for which substantially all employees are eligible. The Company
matches, up to specified amounts, employees' contributions to the plan. Company
contributions were $231,000, $259,000 and $233,000 for the years ended December
31, 1998, 1997 and 1996, respectively.
OTHER POST-RETIREMENT BENEFIT PLANS
In addition to pension benefits the Company provides certain health, dental, and
life insurance benefits ("post-retirement benefits") for retired employees and
dependents. Substantially all employees may become eligible for these benefits
if they reach normal retirement age while working for the Company, or retire
early upon satisfying an alternate age plus service condition. Life insurance
benefits are generally set at a fixed amount.
66
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
13. RETIREMENT PLANS (CONTINUED)
Effective January 1, 1993, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 106, "Employer's Accounting for Postretirement Benefits
Other Than Pensions." SFAS No. 106 requires an accrual of the estimated cost of
retiree benefit payments during the years the employee provides services. SFAS
No. 106 allows recognition of the cumulative effect of the liability in the year
of adoption or the amortization of the obligation over a period of up to 20
years. The obligation of approximately $455,000 is recognized over a period of
ten years. The Company's cash flows are not affected by implementation of this
standard, but implementation decreased net income by $95,000, $117,000, and
$8,000 for the years ended December 31, 1998, 1997, and 1996, respectively. The
Company's post retirement health, dental and life insurance benefits currently
are not funded.
OTHER POST-RETIREMENT BENEFIT PLANS CONTINUED
The following table sets forth the change in the pension and other
postretirement benefit plans' benefit obligations and assets as well as the
plans' funded status reconciled with the amount shown in the Company's financial
statements at December 31:
<TABLE>
<CAPTION>
PENSION BENEFITS OTHER BENEFITS
1998 1997 1998 1997
---------- ---------- ---------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year $ 79,684 $ 70,848 $ 9,845 $ 9,899
Service cost 4,506 4,251 240 306
Interest cost 6,452 5,266 673 725
Amendments -- 1,000 -- --
Actuarial loss (gain) 21,975 -- 308 (801)
Benefits paid (1,825) (1,681) (647) (284)
---------- ---------- ---------- ---------
Benefit obligation at end of year $ 110,792 $ 79,684 $ 10,419 $ 9,845
---------- ---------- ---------- ---------
---------- ---------- ---------- ---------
The Company's share:
Benefit obligation at beginning of year $ 5,094 $ 4,529 $ 385 $ 384
Benefit obligation at end of year $ 9,125 $ 5,094 $ 416 $ 385
Change in plan assets:
Fair value of plan assets at beginning of year $ 136,610 $ 122,807 $ -- $ --
Actual return on plan assets 16,790 15,484 -- --
Employer contribution -- -- 647 284
Benefits paid (1,825) (1,681) (647) (284)
---------- ---------- ---------- ---------
Fair value of plan assets at end of year $ 151,575 $ 136,610 $ -- $ --
---------- ---------- ---------- ---------
---------- ---------- ---------- ---------
Funded status $ 40,783 $ 56,926 $ (10,419) $ (9,845)
Unrecognized net actuarial gain (loss) (2,113) (18,147) 586 257
Unrecognized transition obligation (asset) (24,674) (26,730) 185 230
Unrecognized prior service cost 7,661 8,241 -- --
---------- ---------- ---------- ---------
Prepaid (accrued) benefit cost $ 21,657 $ 20,290 $ (9,648) $ (9,358)
---------- ---------- ---------- ---------
---------- ---------- ---------- ---------
The Company's share of accrued benefit cost $ (1,178) $ (593) $ (195) $ (102)
Weighted-average assumptions as of December 31:
Discount rate 6.75% 7.50% 6.75% 7.50%
Expected return on plan assets 8.00% 7.50% N/A N/A
Rate of compensation increase 4.50% 4.50% N/A N/A
</TABLE>
67
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
13. RETIREMENT PLANS (CONTINUED)
For measurement purposes, a 10.1% annual rate of increase in the per capita cost
of covered health care benefits was assumed for 1998 (5.7% for dental benefits).
The rates were assumed to decrease gradually to 5% for 2005 and remain at that
level thereafter.
<TABLE>
<CAPTION>
1998 1997 1998 1997
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Components of net periodic benefit cost:
Service cost $ 4,506 $ 4,251 $ 240 $ 306
Interest cost 6,452 5,266 673 725
Expected return on plan assets (10,172) (9,163) -- --
Amortization of transition obligation (asset) (2,056) (2,056) 45 45
Amortization of prior service cost 580 517 -- --
Recognized net actuarial (gain) loss (677) (789) (20) 71
---------- --------- --------- ---------
Net periodic benefit cost $ (1,367) $ (1,974) $ 938 $ 1,147
---------- --------- --------- ---------
---------- --------- --------- ---------
The Company's share of net periodic benefit cost $ 586 $ 146 $ 95 $ 117
---------- --------- --------- ---------
---------- --------- --------- ---------
</TABLE>
Assumed health care cost trend rates have a significant effect on the amounts
reported for the health care plans. A one-percentage-point change in assumed
health care cost trend rates would have the following effects:
<TABLE>
<CAPTION>
1-PERCENTAGE-POINT 1-PERCENTAGE-POINT
INCREASE DECREASE
------------------- -------------------
(IN THOUSANDS)
<S> <C> <C>
Effect on total of service and interest cost components $ 210 $ (170)
Effect on postretirement benefit obligation 2,026 (1,697)
</TABLE>
68
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
14. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents the carrying amounts and estimated fair values
of the Company's financial instruments at December 31, 1998 and 1997:
<TABLE>
<CAPTION>
DECEMBER 31, 1998
---------------------------------------
CARRYING AMOUNT ESTIMATED FAIR VALUE
----------------- --------------------
(IN THOUSANDS)
<S> <C> <C>
ASSETS:
Bonds $ 2,026,868 $ 2,153,953
Mortgages 535,003 556,143
Derivatives -- 771
LIABILITIES:
Insurance reserves $ 121,100 $ 121,100
Individual annuities 274,448 271,849
Pension products 1,104,489 1,145,351
<CAPTION>
DECEMBER 31, 1997
---------------------------------------
CARRYING AMOUNT ESTIMATED FAIR VALUE
----------------- --------------------
(IN THOUSANDS)
<S> <C> <C>
ASSETS:
Bonds $ 2,451,731 $ 2,569,199
Mortgages 684,035 706,975
LIABILITIES:
Insurance reserves $ 123,128 $ 123,128
Individual annuities 307,668 302,165
Pension products 1,527,433 1,561,108
Derivatives -- (1,716)
</TABLE>
The major methods and assumptions used in estimating the fair values of
financial instruments are as follows:
The fair values of short-term bonds are estimated to be the amortized cost. The
fair values of long-term bonds which are publicly traded are based upon market
prices or dealer quotes. For privately placed bonds, fair values are estimated
by taking into account prices for publicly traded bonds of similar credit risk
and maturity and repayment and liquidity characteristics.
The fair values of the Company's general account insurance reserves and
liabilities under investment-type contracts (insurance, annuity and pension
contracts that do not involve mortality or morbidity risks) are estimated using
discounted cash flow analyses or surrender values. Those contracts that are
deemed to have short-term guarantees have a carrying amount equal to the
estimated market value.
The fair values of mortgages are estimated by discounting future cash flows
using current rates at which similar loans would be made to borrowers with
similar credit ratings and for the same remaining maturities.
The fair values of derivative financial instruments are estimated using the
process described in Note 8.
69
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
15. STATUTORY INVESTMENT VALUATION RESERVES
The asset valuation reserve ("AVR") provides a reserve for losses from
investments in bonds, stocks, mortgage loans, real estate and other invested
assets with related increases or decreases being recorded directly to surplus.
Realized capital gains and losses on bonds and mortgages which relate to changes
in levels of interest rates are charged or credited to an interest maintenance
reserve ("IMR") and amortized into income over the remaining contractual life of
the security sold.
The table shown below presents changes in the major elements of the AVR and IMR.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1998 1997
-------------------- --------------------
AVR IMR AVR IMR
--------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Balance, beginning of year $ 47,605 $ 33,830 $ 53,911 $ 28,675
Net realized investment gains, net of tax 256 8,942 17,400 6,321
Amortization of net investment gains -- (2,282) -- (1,166)
Unrealized investment losses (6,550) -- (2,340) --
Required by formula 3,081 -- (21,366) --
--------- --------- --------- ---------
Balance, end of year $ 44,392 $ 40,490 $ 47,605 $ 33,830
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
16. FEDERAL INCOME TAXES
The Company and its subsidiaries file a consolidated federal income tax
return. Federal income taxes are calculated for the consolidated group based
upon amounts determined to be payable as a result of operations within the
current year. No provision is recognized for timing differences which may exist
between financial statement and taxable income. Such timing differences include
reserves, depreciation and accrual of market discount on bonds. Cash payments
for federal income taxes were approximately $48,144,000, $31,000,000 and
$19,264,000 for the years ended December 31, 1998, 1997 and 1996, respectively.
The Company is currently undergoing an audit by the Internal Revenue Service.
The Company believes that there will be no material audit adjustments for the
periods under examination.
17. SURPLUS NOTES AND NOTES RECEIVABLE (PAYABLE)
On December 22, 1997, the Company issued a $250,000,000 surplus note to Life
Holdco. This note has an interest rate of 8.625% and is due on or after November
6, 2027.
On May 9, 1997, the Company issued a short-term note of $600,000,000 to Life
Holdco at an interest rate of 5.10%, which was extended at various interest
rates. This note was repaid on December 22, 1997.
On December 19, 1995, the Company issued surplus notes totaling $315,000,000 to
an affiliate, Sun Canada Financial Co., at interest rates between 5.75% and
7.25%. Of these notes, $157,500,000 will mature in the year 2007 and
$157,500,000 will mature in the year 2015. Interest on these notes is payable
semiannually.
Principal and interest on surplus notes are payable only to the extent that the
Company meets specified requirements regarding free surplus exclusive of the
principal amount and accrued interest, if any, on these notes and with the
consent of the Delaware Insurance Commissioner.
70
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
17. SURPLUS NOTES AND NOTES RECEIVABLE (PAYABLE) (CONTINUED)
The Company accrued $4,259,000 and $ 964,000 for interest on surplus notes for
the years ended December 31, 1998 and 1997, respectively.
The Company accrued $4,259,000 and $964,000 for interest on surplus notes for
the years ended December 31, 1998 and 1997, respectively.
The Company expensed $44,903,000, $42,481,000 and $23,061,000 for interest on
surplus notes and notes payable for the years ended December 31, 1998, 1997 and
1996, respectively.
18. TRANSACTIONS WITH AFFILIATES
The Company has an agreement with SLOC which provides that SLOC will
furnish, as requested, personnel as well as certain services and facilities on a
cost-reimbursement basis. Expenses under this agreement amounted to
approximately $16,344,000 in 1998, $15,997,000 in 1997, and $20,192,000 in 1996.
The Company leases office space to SLOC under lease agreements with terms
expiring in September, 1999 and options to extend the terms for each of thirteen
successive five-year terms at fair market rental not to exceed 125% of the fixed
rent for the term which is ending. Rent received by the Company under the leases
for 1998 amounted to approximately $6,856,000.
19. RISK-BASED CAPITAL
Effective December 31, 1993, the NAIC adopted risk-based capital
requirements for life insurance companies. The risk-based capital requirements
provide a method for measuring the minimum acceptable amount of adjusted capital
that a life insurer should have, as determined under statutory accounting
practices, taking into account the risk characteristics of its investments and
products. The Company has met the minimum risk-based capital requirements at
December 31, 1998, 1997 and 1996.
20. ACCOUNTING POLICIES AND PRINCIPLES
The financial statements of the Company have been prepared on the basis of
statutory accounting practices which, prior to 1996, were considered by the
insurance industry and the accounting profession to be in accordance with GAAP
for mutual life insurance companies. The primary differences between statutory
accounting practices and GAAP are described as follows. Under statutory
accounting practices, financial statements are not consolidated and investments
in subsidiaries are shown at net equity value. Accordingly, the assets,
liabilities and results of operations of the Company's subsidiaries are not
consolidated with the assets, liabilities and results of operations,
respectively, of the Company. Changes in net equity value of the common stock of
the Company's United States life insurance subsidiaries are directly reflected
in the Company's surplus. Changes in the net equity value of the common stock of
all other subsidiaries are directly reflected in the Company's Asset Valuation
Reserve. Dividends paid by subsidiaries to the Company are included in the
Company's net investment income.
Other differences between statutory accounting practices and GAAP include the
following: statutory accounting practices do not recognize the following assets
or liabilities which are reflected under GAAP: deferred policy acquisition
costs, deferred federal income taxes and statutory nonadmitted assets. Asset
Valuation Reserves and Interest Maintenance Reserves are established under
statutory accounting practices but not under GAAP. Methods for calculating real
estate depreciation and investment valuation allowances differ under statutory
accounting practices and GAAP. Actuarial assumptions and reserving methods
differ under statutory accounting practices and GAAP. Premiums for universal
71
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
20. ACCOUNTING POLICIES AND PRINCIPLES (CONTINUED)
life and investment-type products are recognized as income for statutory
purposes and as deposits to policyholders' accounts for GAAP.
Because the Company's management uses financial information prepared in
conformity with accounting principles generally accepted in Canada in the normal
course of business, the management of Sun Life Assurance Company of Canada
(U.S.) has determined that the cost of complying with Statement No. 120,
"Accounting and Reporting by Mutual Insurance Enterprises and by Insurance
Enterprises for Certain Long Duration Participating Contracts", exceeds the
benefits that the Company, or the users of its financial statements, would
experience. Consequently, the Company has elected not to apply such standards in
the preparation of these financial statements.
72
<PAGE>
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
We have audited the accompanying statutory statements of admitted assets,
liabilities and capital stock and surplus of Sun Life Assurance Company of
Canada (U.S.) (the "Company") as of December 31, 1998 and 1997, and the related
statutory statements of operations, changes in capital stock and surplus, and
cash flow for each of the three years in the period ended December 31, 1998.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As described more fully in Notes 1 and 20 to the financial statements, the
Company prepared these financial statements using accounting practices
prescribed or permitted by the Insurance Department of the State of Delaware,
which is a comprehensive basis of accounting other than generally accepted
accounting principles. The effects on the financial statements of the
differences between the statutory basis of accounting and generally accepted
accounting principles, although not reasonably determinable, are presumed to be
material.
In our opinion, the statutory financial statements referred to above present
fairly, in all material respects, the admitted assets, liabilities, and capital
stock and surplus of Sun Life Assurance Company of Canada (U.S.) as of December
31, 1998 and 1997, and the results of its operations and its cash flow for each
of the three years in the period ended December 31, 1998 on the basis of
accounting described in Notes 1 and 20.
However, because of the differences between the two bases of accounting referred
to in the second preceding paragraph, in our opinion, the statutory financial
statements referred to above do not present fairly, in conformity with generally
accepted accounting principles, the financial position of Sun Life Assurance
Company of Canada (U.S.) as of December 31, 1998 and 1997 or the results of its
operations or its cash flow for each of the three years in the period ended
December 31, 1998.
As management has stated in Note 20, because the Company's management uses
financial information prepared in accordance with accounting principles
generally accepted in Canada in the normal course of business, the management of
Sun Life Assurance Company of Canada (U.S.) has determined that the cost of
complying with Statement No. 120, ACCOUNTING AND REPORTING BY MUTUAL LIFE
INSURANCE ENTERPRISES AND BY INSURANCE ENTERPRISES FOR CERTAIN LONG-DURATION
PARTICIPATING CONTRACTS, would exceed the benefits that the Company, or the
users of its financial statements, would experience. Consequently, the Company
has elected not to apply such standards in the preparation of these financial
statements.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 5, 1999
73
<PAGE>
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<S> <C>
Calculation of Performance Data -- Average Annual Total Return.......................
Non-Standardized Investment Performance..............................................
Advertising and Sales Literature.....................................................
Calculations.........................................................................
Example of Variable Accumulation Unit Value Calculation............................
Example of Variable Annuity Unit Calculation.......................................
Example of Variable Annuity Payment Calculation....................................
Calculation of Annuity Unit Values.................................................
Distribution of the Contracts........................................................
Designation and Change of Beneficiary................................................
Custodian............................................................................
Financial Statements.................................................................
</TABLE>
74
<PAGE>
This Prospectus sets forth information about the Contracts and the
Variable Account that a prospective purchaser should know before investing.
Additional information about the Contracts and the Variable Account has been
filed with the Securities and Exchange Commission in a Statement of Additional
Information dated May 1, 1999 which is incorporated herein by reference. The
Statement of Additional Information is available upon request and without charge
from Sun Life Assurance Company of Canada (U.S.). To receive a copy, return this
request form to the address shown below or telephone (617) 348-9600 or (800)
752-7215.
- --------------------------------------------------------------------------------
To: Sun Life Assurance Company of Canada (U.S.)
Annuity Service Mailing Address:
c/o Retirement Products and Services
P.O. Box 1024
Boston, Massachusetts 02103
Please send me a Statement of Additional Information for
MFS Regatta Classic Variable and Fixed Annuity
Sun Life of Canada (U.S.) Variable Account F.
Name
- --------------------------------------------------------------
Address
- --------------------------------------------------------------
-------------------------------------------------------------------------
City
- ------------------------------------
State
- --------------
Zip
- -------
Telephone
- ----------------------------------------------------------------
75
<PAGE>
APPENDIX A
GLOSSARY
The following terms as used in this Prospectus have the indicated
meanings:
ACCOUNT OR PARTICIPANT ACCOUNT: An account established for each
Participant to which Net Purchase Payments are credited.
ACCOUNT VALUE: The Variable Accumulation Value, if any, plus the Fixed
Accumulation Value, if any, of your Account for any Valuation Period.
ACCOUNT YEAR AND ACCOUNT ANNIVERSARY: Your first Account Year is the
period of (a) 12 full calendar months plus (b) the part of the calendar month in
which we issue your Contract (if not on the first day of the month), beginning
with the Contract Date. Your Account Anniversary is the first day immediately
after the end of an Account Year. Each Account Year after the first is the 12
calendar month period that begins on your Account Anniversary. If, for example,
the Contract Date is in March, the first Account Year will be determined from
the Contract Date but will end on the last day of March in the following year;
your Account Anniversary is April 1 and all Account Years after the first will
be measured from April 1.
ACCUMULATION PHASE: The period before the Annuity Commencement Date and
during the lifetime of the Annuitant during which you make Purchase Payments
under the Contract. This is called the "Accumulation Period" in the Contract.
ANNUITANT: The person or persons named in the Application and on whose
life the first annuity payment is to be made. In a Non-Qualified Contract, if
you name someone other than yourself as Annuitant, you may also name a
Co-Annuitant. If you do, all provisions of the Contract based on the death of
the Annuitant will be based on the date of death of the last surviving of the
persons named. By example, if the Annuitant dies prior to the Annuity
Commencement Date, the Co-Annuitant will become the new Annuitant. The death
benefit will become due only on the death before the Annuity Commencement Date
of the last surviving Annuitant and Co-Annuitant named. These persons are
referred to collectively in the Contract as "Annuitants." If you have named both
an Annuitant and Co-Annuitant, you may designate one of them to become the sole
annuitant as of the Annuity Commencement Date, if both are living at that time.
In the absence of such designation, the Co-Annuitant will become the sole
Annuitant during the Income Phase.
*ANNUITY COMMENCEMENT DATE: The date on which the first annuity payment
under each Contract is to be made.
*ANNUITY OPTION: The method you choose for making annuity payments.
ANNUITY UNIT: A unit of measure used in the calculation of the amount of
the second and each subsequent variable annuity payment from the Variable
Account.
APPLICATION: The document signed by you or other evidence acceptable to us
that serves as your application for participation under a Group Contract or
purchase of an Individual Contract.
*BENEFICIARY: Prior to the Annuity Commencement Date, the person or entity
having the right to receive the death benefit and, for Non-Qualified Contracts,
who, in the event of the Participant's death, is the "designated beneficiary"
for purposes of Section 72(s) of the Internal Revenue Code. After the Annuity
Commencement Date, the person or entity having the right to receive any payments
due under the Annuity Option elected, if applicable, upon the death of the
Payee.
BUSINESS DAY: Any day the New York Stock Exchange is open for trading.
CERTIFICATE: The document for each Participant which evidences the
coverage of the Participant under a Group Contract.
COMPANY: Sun Life Assurance Company of Canada (U.S.).
* You specify these items on the Contract Specifications page or Certificate
Specifications page, and may change them, as we describe in this Prospectus.
76
<PAGE>
CONTRACT DATE: The date on which we issue your Contract. This is called
the "Issue Date" in the Contract.
DEATH BENEFIT DATE: If you have elected a death benefit payment option
before the Annuitant's death that remains in effect, the date on which we
receive Due Proof of Death. If your Beneficiary elects the death benefit payment
option, the later of (a) the date on which we receive the Beneficiary's election
and (b) the date on which we receive Due Proof of Death. If we do not receive
the Beneficiary's election within 60 days after we receive Due Proof of Death,
the Death Benefit Date will be the last day of the 60 day period and we will pay
the death benefit in cash.
DUE PROOF OF DEATH: An original certified copy of an official death
certificate, an original certified copy of a decree of a court of competent
jurisdiction as to the finding of death, or any other proof satisfactory to the
Company.
EXPIRATION DATE: The last day of a Guarantee Period.
FIXED ACCOUNT: The general account of the Company, consisting of all
assets of the Company other than those allocated to a separate account of the
Company.
FIXED ACCOUNT VALUE: The value of that portion of your Account allocated
to the Fixed Account.
FIXED ANNUITY: An annuity with payments which do not vary as to dollar
amount.
GROUP CONTRACT: A Contract issued by the Company on a group basis.
GUARANTEE AMOUNT: Each separate allocation of Account Value to a
particular Guarantee Period (including interest earned thereon).
GUARANTEE PERIOD: The period for which a Guaranteed Interest Rate is
credited.
GUARANTEED INTEREST RATE: The rate of interest we credit on a compound
annual basis during any Guarantee Period.
INCOME PHASE: The period on and after the Annuity Commencement Date and
during the lifetime of the Annuitant during which we make annuity payments under
the Contract.
INDIVIDUAL CONTRACT: A Contract issued by the Company on an individual
basis.
NET INVESTMENT FACTOR: An index applied to measure the investment
performance of a Sub-Account from one Valuation Period to the next. The Net
Investment Factor may be greater or less than or equal to one.
NET PURCHASE PAYMENT: The portion of a Purchase Payment which remains
after the deduction of any applicable premium tax or similar tax.
NON-QUALIFIED CONTRACT: A Contract used in connection with a retirement
plan that does not receive favorable federal income tax treatment under Sections
401, 403, 408, or 408A of the Internal Revenue Code. The Participant's interest
in the Contract must be owned by a natural person or agent for a natural person
for the Contract to receive favorable income tax treatment as an annuity.
OWNER: The person, persons or entity entitled to the ownership rights
stated in a Group Contract and in whose name or names the Group Contract is
issued. The Owner may designate a trustee or custodian of a retirement plan
which meets the requirements of Section 401, Section 408(c), Section 408(k),
Section 408(p) or Section 408A of the Internal Revenue Code to serve as legal
owner of assets of a retirement plan, but the term "Owner," as used herein,
shall refer to the organization entering into the Group Contract.
PARTICIPANT: In the case of an Individual Contract, the owner of the
Contract. In the case of a Group Contract, the person named in the Contract who
is entitled to exercise all rights and privileges of ownership under the
Contract, except as reserved by the Owner.
PAYEE: A recipient of payments under a Contract. The term includes an
Annuitant or a Beneficiary who becomes entitled to benefits upon the death of
the Annuitant.
77
<PAGE>
PURCHASE PAYMENT (PAYMENT): An amount paid to the Company as consideration
for the benefits provided by a Contract.
QUALIFIED CONTRACT: A Contract used in connection with a retirement plan
which may receive favorable federal income tax treatment under Sections 401,
403, 408 or 408A of the Internal Revenue Code of 1986, as amended.
SERIES FUND: MFS/Sun Life Series Trust.
SUB-ACCOUNT: That portion of the Variable Account which invests in shares
of a specific series of the Series Fund.
VALUATION PERIOD: The period of time from one determination of Variable
Accumulation Unit or Annuity Unit values to the next subsequent determination of
these values. Value determinations are made as of the close of the New York
Stock Exchange on each day that the Exchange is open for trading.
VARIABLE ACCOUNT: Variable Account F of the Company, which is a separate
account of the Company consisting of assets set aside by the Company, the
investment performance of which is kept separate from that of the general assets
of the Company.
VARIABLE ACCUMULATION UNIT: A unit of measure used in the calculation of
Variable Account Value.
VARIABLE ACCOUNT VALUE: The value of that portion of your Account
allocated to the Variable Account.
VARIABLE ANNUITY: An annuity with payments which vary as to dollar amount
in relation to the investment performance of the Variable Account.
78
<PAGE>
APPENDIX B
CONDENSED FINANCIAL INFORMATION--ACCUMULATION UNIT VALUES
The following information should be read in conjunction with the Variable
Account's financial statements appearing elsewhere in this Prospectus, all of
which has been audited by Deloitte & Touche LLP, independent auditors.
<TABLE>
<CAPTION>
PERIOD ENDED
DECEMBER 31, YEAR ENDED
1997 1998
-------------- ------------
<S> <C> <C>
BOND SERIES
Unit Value
Beginning of period............................................................. -- $ 10.0000*
End of period................................................................... -- $ 10.4200
Units outstanding end of period................................................... -- 35,123
CAPITAL APPRECIATION SERIES
Unit Value
Beginning of period............................................................. $ 9.8765 $ 11.9926
End of period................................................................... $ 11.9926 $ 15.2806
Units outstanding end of period................................................... 265,497 465,812
CAPITAL OPPORTUNITIES SERIES
Unit Value
Beginning of period............................................................. $ 10.1034 $ 12.7132
End of period................................................................... $ 12.7132 $ 15.9773
Units outstanding end of period................................................... 160,778 277,518
EMERGING GROWTH SERIES
Unit Value
Beginning of period............................................................. $ 9.5644 $ 11.5023
End of period................................................................... $ 11.5023 $ 15.2416
Units outstanding end of period................................................... 318,028 959,802
EQUITY INCOME SERIES
Unit Value
Beginning of period............................................................. -- $ 10.0000*
End of period................................................................... -- $ 10.6318
Units outstanding end of period................................................... -- 12,113
GLOBAL ASSET ALLOCATION SERIES
Unit Value
Beginning of period............................................................. $ 10.0430 $ 10.9812
End of period................................................................... $ 10.9812 11.5822
Units outstanding end of period................................................... 50,531 53,167
GLOBAL GOVERNMENTS SERIES
Unit Value
Beginning of period............................................................. $ 10.0000* $ 10.0247
End of period................................................................... $ 10.0247 $ 11.4588
Units outstanding end of period................................................... 19,394 40,074
GLOBAL GROWTH SERIES
Unit Value
Beginning of period............................................................. $ 10.0000* $ 11.3725
End of period................................................................... $ 11.3725 $ 12.8959
Units outstanding end of period................................................... 85,526 121,297
GLOBAL TOTAL RETURN SERIES
Unit Value
Beginning of period............................................................. $ 10.0000* $ 11.1546
End of period................................................................... $ 11.1546 $ 13.0681
Units outstanding end of period................................................... 45,122 91,253
</TABLE>
79
<PAGE>
<TABLE>
<CAPTION>
PERIOD ENDED
DECEMBER 31, YEAR ENDED
1997 1998
-------------- ------------
<S> <C> <C>
GOVERNMENT SECURITIES SERIES
Unit Value
Beginning of period............................................................. $ 9.9631 $ 10.6850
End of period................................................................... $ 10.6850 $ 11.5012
Units outstanding end of period................................................... 113,243 297,310
HIGH YIELD SERIES
Unit Value
Beginning of period............................................................. $ 10.0910 $ 11.2665
End of period................................................................... $ 11.2665 $ 11.2212
Units outstanding end of period................................................... 155,306 342,363
INTERNATIONAL GROWTH SERIES
Unit Value
Beginning of period............................................................. $ 10.0270 $ 9.7271
End of period................................................................... $ 9.7271 $ 9.8139
Units outstanding end of period................................................... 67,892 83,820
INTERNATIONAL GROWTH AND INCOME SERIES
Unit Value
Beginning of period............................................................. $ 10.0000* $ 10.5716
End of period................................................................... $ 10.5716 $ 12.7274
Units outstanding end of period................................................... 51,038 90,582
MANAGED SECTORS SERIES
Unit Value
Beginning of period............................................................. $ 10.0000* $ 11.9091
End of period................................................................... $ 11.9091 $ 13.2363
Units outstanding end of period................................................... 118,243 140,324
MASSACHUSETTS INVESTORS GROWTH STOCK SERIES
Unit Value
Beginning of period............................................................. -- $ 10.0000*
End of period................................................................... -- $ 11.9830
Units outstanding end of period................................................... -- 232,788
MASSACHUSETTS INVESTORS TRUST SERIES
Unit Value
Beginning of period............................................................. $ 9.8549 $ 12.8247
End of period................................................................... $ 12.8247 $ 15.7220
Units outstanding end of period................................................... 554,216 1,213,193
MFS/FOREIGN & COLONIAL EMERGING MARKETS EQUITY SERIES
Unit Value
Beginning of period............................................................. $ 10.4127 $ 11.3377
End of period................................................................... $ 11.3377 $ 7.8620
Units outstanding end of period................................................... 40,698 43,654
MONEY MARKET SERIES
Unit Value
Beginning of period............................................................. $ 10.0239 $ 10.3869
End of period................................................................... $ 10.3869 $ 10.7995
Units outstanding end of period................................................... 77,105 270,417
NEW DISCOVERY SERIES
Unit Value
Beginning of period............................................................. -- $ 10.0000*
End of period................................................................... -- $ 10.5430
Units outstanding end of period................................................... -- 29,182
</TABLE>
80
<PAGE>
<TABLE>
<CAPTION>
PERIOD ENDED
DECEMBER 31, YEAR ENDED
1997 1998
-------------- ------------
<S> <C> <C>
RESEARCH SERIES
Unit Value
Beginning of period............................................................. $ 9.8296 $ 11.7136
End of period................................................................... $ 11.7136 $ 14.3354
Units outstanding end of period................................................... 553,996 872,289
RESEARCH GROWTH AND INCOME SERIES
Unit Value
Beginning of period............................................................. $ 10.0000* $ 10.7281
End of period................................................................... $ 10.7281 $ 12.9744
Units outstanding end of period................................................... 6,085 33,882
RESEARCH INTERNATIONAL SERIES
Unit Value
Beginning of period............................................................. -- $ 10.0000*
End of period................................................................... -- $ 11.0101
Units outstanding end of period................................................... -- 2,234
STRATEGIC INCOME SERIES
Unit Value
Beginning of period............................................................. -- $ 10.0000*
End of period................................................................... -- $ 9.8850
Units outstanding end of period................................................... -- 2,577
TOTAL RETURN SERIES
Unit Value
Beginning of period............................................................. $ 9.9034 $ 11.9123
End of period................................................................... $ 11.9123 $ 13.1773
Units outstanding end of period................................................... 951,205 1,731,292
UTILITIES SERIES
Unit Value
Beginning of period............................................................. $ 10.0000* $ 12.7649
End of period................................................................... $ 12.7649 $ 14.8587
Units outstanding end of period................................................... 77,009 178,136
</TABLE>
- ------------------------
* Reflects unit value on date of commencement of operations.
81
<PAGE>
APPENDIX C
WITHDRAWALS, WITHDRAWAL CHARGES AND THE MARKET VALUE ADJUSTMENT
PART 1: VARIABLE ACCOUNT (THE MARKET VALUE ADJUSTMENT DOES NOT APPLY TO THE
VARIABLE ACCOUNT)
WITHDRAWAL CHARGE CALCULATION:
FULL WITHDRAWAL:
Assume a Purchase Payment of $40,000 is made on the Contract Date, no
additional Purchase Payments are made and there are no partial withdrawals. The
table below presents two examples of the withdrawal charge resulting from a full
withdrawal of your Account, based on hypothetical Account Values.
<TABLE>
<CAPTION>
NUMBER OF YEARS HYPOTHETICAL PURCHASE WITHDRAWAL WITHDRAWAL
PURCHASE PAYMENT ACCOUNT PAYMENTS CHARGE CHARGE
IN ACCOUNT VALUE WITHDRAWN PERCENTAGE AMOUNT
----------------- ------------ ----------- --------------- -------------
<S> <C> <C> <C> <C> <C>
(a) Less than 1 $ 41,000 $ 40,000 1.00% $ 400
(b) 1 or greater $ 44,000 $ 40,000 0.00% $ 0
</TABLE>
(a) The first $40,000 of the withdrawal is attributed to the Purchase Payment.
Because the Purchase Payment has been held in your Account for less than one
year, it is subject to the withdrawal charge. The rest of your withdrawal is
attributed to earnings and is not subject to the withdrawal charge.
(b) Because the Purchase Payment has been held in your Account for more than one
year, it is not subject to the withdrawal charge.
Minimum distribution withdrawals from a Qualified Contract will not incur
a withdrawal charge.
PARTIAL WITHDRAWAL:
Assume a single Purchase Payment of $40,000 is made on the Contract Date,
no additional Purchase Payments are made, and there are a series of two partial
withdrawals of $9,000 and $32,000 made prior to the end of the first Account
Year.
<TABLE>
<CAPTION>
HYPOTHETICAL PARTIAL PURCHASE WITHDRAWAL WITHDRAWAL
ACCOUNT WITHDRAWAL PAYMENTS CHARGE CHARGE
VALUE AMOUNT WITHDRAWN PERCENTAGE AMOUNT
------------ ----------- ----------- --------------- -------------
<S> <C> <C> <C> <C> <C>
(a) $ 41,000 $ 9,000 $ 9,000 1.00% $ 90
(b) $ 33,000 $ 32,000 $ 31,000 1.00% $ 310
</TABLE>
(a) The first withdrawal of $9,000 is attributed to the Purchase Payment and is
subject to the withdrawal charge. The $31,000 balance of the Purchase
Payment will remain in your Account.
(b) The first $31,000 of the second withdrawal is attributed to the remainder of
the Purchase Payment that you have not previously withdrawn and is subject
to the withdrawal charge. The rest of your withdrawal is attributed to
earnings and is not subject to the withdrawal charge.
Minimum distribution withdrawals from a Qualified Contract will not incur
a withdrawal charge.
PART 2 -- FIXED ACCOUNT -- EXAMPLES OF THE MARKET VALUE ADJUSTMENT ("MVA")
The MVA Factor is:
<TABLE>
<C> <C>
N/12
1 + I
( ------ ) -1
1 + J
</TABLE>
These examples assume the following:
1) the Guarantee Amount was allocated to a one year Guarantee Period
with a Guaranteed Interest Rate of 4% or .04.
82
<PAGE>
2) the date of surrender is six months from the Expiration Date (N =
6).
3) the value of the Guarantee Amount on the date of surrender is
$40,792.16.
4) no transfers or partial withdrawals affecting this Guarantee Amount
have been made.
5) withdrawal charges, if any, are calculated in the same manner as
shown in the examples in Part 1.
EXAMPLE OF A NEGATIVE MVA:
Assume that on the date of surrender, the current rate (J) is 5% or .05.
<TABLE>
<C> <S> <C> <C>
N/12
1 + I
The MVA factor = ( ------ ) -1
1 + J
</TABLE>
<TABLE>
<C> <S> <C> <C>
6/12
1 + .04
= ( ------ ) -1
1 + .05
= -.0047733
</TABLE>
The value of the Guarantee Amount is multiplied by the MVA factor to
determine the MVA
$40,792.16 X -.0047733 = -$194.71
$194.71 represents the MVA that will be deducted from the value of the
Guarantee Amount before the deduction of any withdrawal charge.
For a partial withdrawal of $2,000 from this Guarantee Amount, the MVA
would be ($2,000.00) X (-.0047733) = -$9.55.
$9.55 represents the MVA that will be deducted from the partial withdrawal
amount before the deduction of any withdrawal charge.
EXAMPLE OF A POSITIVE MVA:
Assume that on the date of surrender, the current rate (J) is 3% or .03.
<TABLE>
<C> <S> <C> <C>
N/12
1 + I
The MVA factor = ( ----- ) -1
1 + J
</TABLE>
<TABLE>
<C> <S> <C> <C>
6/12
1 + .04
= ( ------ ) -1
1 + .03
= .00484264
</TABLE>
The value of the Guarantee Amount is multiplied by the MVA factor to
determine the MVA
$40,792.16 X .00484264 = $197.54
$197.54 represents the MVA that would be added to the value of the
Guarantee Amount before the deduction of any withdrawal charge.
For a partial withdrawal of $2,000 from this Guarantee Amount, the MVA
would be $2,000.00 X .00484264 = $9.69.
$9.69 represents the MVA that would be added to the value of the partial
withdrawal amount before the deduction of any withdrawal charge.
83
<PAGE>
<TABLE>
<S> <C>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
ANNUITY SERVICE MAILING ADDRESS:
C/O RETIREMENT PRODUCTS AND SERVICES
P.O. BOX 1024
BOSTON, MASSACHUSETTS 02103
TELEPHONE:
Toll Free (800) 752-7215
In Massachusetts (617) 348-9600
GENERAL DISTRIBUTOR
Clarendon Insurance Agency, Inc.
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02481
AUDITORS
Deloitte Touche LLP
125 Summer Street
Boston, Massachusetts 02110
</TABLE>
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
MAY 1, 1999
PROFILE
FUTURITY FOCUS
VARIABLE AND FIXED
ANNUITY
THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT POINTS THAT YOU
SHOULD KNOW AND CONSIDER BEFORE PURCHASING THE CONTRACT. THE CONTRACT IS MORE
FULLY DESCRIBED IN THE FULL PROSPECTUS WHICH ACCOMPANIES THIS PROFILE. PLEASE
READ THE PROSPECTUS CAREFULLY.
1. THE FUTURITY FOCUS ANNUITY
The Futurity Focus Annuity is a flexible payment deferred annuity contract
("Contract") designed for use in connection with retirement and deferred
compensation plans, some of which may qualify for favorable federal income tax
treatment. The Contract is intended to help you achieve your retirement savings
or other long-term investment goals.
The Contract has two phases: an Accumulation Phase and an Income Phase.
During the Accumulation Phase you make payments into the Contract; any
investment earnings under your Contract accumulate on a tax-deferred basis and
are taxed as income only when withdrawn. During the Income Phase, we make
annuity payments in amounts determined in part by the amount of money you have
accumulated under your Contract during the Accumulation Phase. You choose when
the Income Phase begins.
You may choose among 36 variable investment options and a range of fixed
interest options. For a variable investment return you choose one or more
Sub-Accounts in our Variable Account, each of which invests in shares of a
corresponding mutual fund or series thereof (collectively, the "Funds") listed
in Section 4. The value of any portion of your Contract allocated to the
Sub-Accounts will fluctuate up or down depending on the performance of the
Series you select, and you may experience losses. For a fixed interest rate, you
may choose one or more Guarantee Periods offered in our Fixed Account, each of
which earns its own Guaranteed Interest Rate if you keep your money in that
Guarantee Period for the specified length of time. The fixed interest options
may not be available in all states.
The Contract is designed to meet your need for investment flexibility. At
any time you may have amounts allocated among up to 18 of the available variable
and fixed options. Until we begin making annuity payments under your Contract,
you can, subject to certain limitations, transfer money between options up to 12
times each year without a transfer charge or adverse tax consequences.
2. ANNUITY PAYMENTS (THE INCOME PHASE)
Just as you can elect to have your Contract value accumulate on either a
variable or fixed basis, or a combination of both, you can elect to receive
annuity payments on either a variable or fixed basis or both. If you choose to
have any part of your annuity payments come from the Sub-Accounts, the dollar
amount of your annuity payments may fluctuate.
The Contract offers a variety of annuity options. You can select from
among the following methods of receiving either variable or fixed annuity
payments under your Contract: (1) monthly payments continuing for your lifetime
(assuming you are the annuitant); (2) monthly payments for your lifetime, but
with payments continuing to your chosen beneficiary for 5, 10, 15 or 20 years if
you die before the end of the period you have selected; (3) monthly payments for
your lifetime and the life of another person (usually your spouse) you have
chosen; and (4) monthly payments for a specified number of years (between 5 and
30), with a cash-out option for variable payments. You can also select a fixed
payment option where we will hold the amount applied to provide fixed annuity
payments with interest accrued at the rate we determine from time, which will be
at least 3% per year. We may also agree to other annuity options in our
discretion.
Once the Income Phase begins, you cannot change your choice of annuity
payment method.
<PAGE>
3. PURCHASING A CONTRACT
You may purchase a Contract for $25,000 or more, under most circumstances.
You may increase the value of your investment by adding $1,000 or more at any
time during the Accumulation Phase. We will not accept a Purchase Payment if
your Account Value is over $1 million, or if the Purchase Payment would cause
your Account Value to exceed $1 million, unless we have approved the Payment in
advance.
4. ALLOCATION OPTIONS
You can allocate your money among Sub-Accounts investing in the following
Funds:
<TABLE>
<S> <C>
AIM VARIABLE INSURANCE FUNDS, INC. MFS/SUN LIFE SERIES TRUST
V.I. Capital Appreciation Fund Capital Appreciation Series
V.I. Growth Fund Emerging Growth Series
V.I. Growth and Income Fund Government Securities Series
V.I. International Equity Fund High Yield Series
THE ALGER AMERICAN FUND Massachusetts Investors Growth Stock Series
Growth Portfolio Massachusetts Investors Trust Series
Income and Growth Portfolio New Discovery Series
Small Capitalization Portfolio Total Return Series
GOLDMAN SACHS VARIABLE INSURANCE TRUST Utilities Series
CORE Large Cap Growth Fund OCC ACCUMULATION TRUST
CORE Small Cap Equity Fund Equity Portfolio
CORE U.S. Equity Fund Managed Portfolio
Growth and Income Fund Mid Cap Portfolio
International Equity Fund Small Cap Portfolio
J.P. MORGAN SERIES TRUST II SUN CAPITAL ADVISERS TRUST
Equity Portfolio Sun Capital Investment Grade Bond Fund
International Opportunities Portfolio Sun Capital Money Market Fund
Small Company Portfolio Sun Capital Real Estate Fund
LORD ABBETT SERIES FUND, INC. WARBURG PINCUS TRUST
Growth and Income Portfolio Emerging Markets Portfolio
International Equity Portfolio
Post-Venture Capital Portfolio
Small Company Growth Portfolio
</TABLE>
Market conditions will determine the value of an investment in any Fund.
Each Fund is described in the relevant Fund Prospectus.
In addition to these variable options, you may also allocate your money to
one or more of the Guarantee Periods we make available. For each Guarantee
Period, we offer a Guaranteed Interest Rate for the specified length of time.
5. EXPENSES
The charges under the Contracts are as follows:
We impose an annual Account Fee of $50. We will waive the Account Fee
where your Account Value is greater than $100,000 on the Account Anniversary. We
also deduct insurance charges (which include an administrative expense charge)
equal to 1.15% per year of the average daily value of the Contract allocated
among the Sub-Accounts.
There are no sales charges when you purchase your Futurity Focus Annuity.
However, if you withdraw money from your Contract, we will, with certain
exceptions, impose a withdrawal charge equal to 1% of purchase payments you
withdraw that have been held in your Account for less than one year.
2
<PAGE>
If you withdraw, transfer, or annuitize money allocated to a Guarantee
Period more than 30 days before the expiration date of the Guarantee Period, the
amount will be subject to a Market Value Adjustment. This adjustment reflects
the relationship between our current Guaranteed Interest Rates, and the
Guaranteed Interest Rate applicable to the amount being withdrawn. Generally, if
your Guaranteed Interest Rate is lower than the relevant current rate, then the
adjustment will decrease your Contract value. Conversely, if your Guaranteed
Interest Rate is higher than the relevant current rate, the adjustment will
increase your Contract value. The Market Value Adjustment will not apply to the
withdrawal of interest credited during the current year, or to transfers as part
of our dollar cost averaging program.
In addition to the charges we impose under the Contracts, there are
charges (which include management fees and operating expenses) imposed by each
Fund, which range from 0.51% to 1.40% of the average net assets of the Fund,
depending upon which Fund you have selected. The investment advisers for some of
the Funds have agreed to waive or reimburse a portion of expenses for some of
the Funds; without this agreement, Fund expenses could be higher.
The following chart is designed to help you understand the expenses you
will incur under your Contract, if you invest in one or more of the
Sub-Accounts. The column "Total Annual Expenses" shows the sum of the "Total
Annual Insurance Charges," as defined just above the chart, and the total
expenses (net of any applicable fee waiver and/or expense reimbursement) for
each Fund. The next two columns show two examples of the expenses, in dollars,
you would pay under a Contract. The examples assume that you invested $1,000 in
a Contract which earns 5% annually and that you withdraw your money (1) at the
end of one year or (2) at the end of 10 years. For the first year, the Total
Annual Expenses are deducted, as well as withdrawal charges. For year 10, the
example shows the aggregate of all of the annual expenses deducted for the 10
years, but there is no withdrawal charge.
"Total Annual Insurance Charges" include the insurance charges of 1.15%,
plus an additional 0.10%, which is used to represent the $50 annual Account Fee
based on an assumed Contract value of $50,000. The actual impact of the Account
Fee may be greater or less than 0.10%, depending upon the value of your
Contract.
<TABLE>
<CAPTION>
EXAMPLES:
TOTAL
TOTAL ANNUAL TOTAL ANNUAL TOTAL EXPENSES
INSURANCE SERIES ANNUAL AT END
SUB-ACCOUNT CHARGES EXPENSES EXPENSES 1 YEAR
- ----------------------------------------------------------- ---------------- --------------- ----------- -----------
<S> <C> <C> <C> <C>
AIM V.I. Capital Appreciation Fund 1.25% 0.67% 1.92% $ 29
(1.15% + 0.10%)
AIM V.I. Growth Fund 1.25% 0.72% 1.97% $ 30
(1.15% + 0.10%)
AIM V.I. Growth and Income Fund 1.25% 0.65% 1.90% $ 29
(1.15% + 0.10%)
AIM V.I. International Equity Fund 1.25% 0.91% 2.16% $ 32
(1.15% + 0.10%)
Alger American Growth Portfolio 1.25% 0.79% 2.04% $ 31
(1.15% + 0.10%)
Alger American Income and Growth Portfolio 1.25% 0.70% 1.95% $ 30
(1.15% + 0.10%)
Alger American Small Capitalization Portfolio 1.25% 0.89% 2.14% $ 32
(1.15% + 0.10%)
Goldman Sachs VIT CORE Large Cap Growth Fund 1.25% 0.80% 2.05% $ 31
(1.15% + 0.10%)
Goldman Sachs VIT CORE Small Cap Equity Fund 1.25% 0.90% 2.15% $ 32
(1.15% + 0.10%)
Goldman Sachs VIT CORE U.S. Equity Fund 1.25% 0.80% 2.05% $ 31
(1.15% + 0.10%)
Goldman Sachs VIT Growth and Income Fund 1.25% 0.90% 2.15% $ 32
(1.15% + 0.10%)
Goldman Sachs VIT International Equity Fund 1.25% 1.25% 2.50% $ 35
(1.15% + 0.10%)
J.P. Morgan Equity Portfolio 1.25% 0.90% 2.15% $ 32
(1.15% + 0.10%)
J.P. Morgan International Opportunities Portfolio 1.25% 1.20% 2.45% $ 35
(1.15% + 0.10%)
<CAPTION>
SUB-ACCOUNT 10 YEARS
- ----------------------------------------------------------- -------------
<S> <C>
AIM V.I. Capital Appreciation Fund $ 224
AIM V.I. Growth Fund $ 230
AIM V.I. Growth and Income Fund $ 222
AIM V.I. International Equity Fund $ 249
Alger American Growth Portfolio $ 237
Alger American Income and Growth Portfolio $ 227
Alger American Small Capitalization Portfolio $ 247
Goldman Sachs VIT CORE Large Cap Growth Fund $ 238
Goldman Sachs VIT CORE Small Cap Equity Fund $ 248
Goldman Sachs VIT CORE U.S. Equity Fund $ 238
Goldman Sachs VIT Growth and Income Fund $ 248
Goldman Sachs VIT International Equity Fund $ 284
J.P. Morgan Equity Portfolio $ 248
J.P. Morgan International Opportunities Portfolio $ 279
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
EXAMPLES:
TOTAL
TOTAL ANNUAL TOTAL ANNUAL TOTAL EXPENSES
INSURANCE SERIES ANNUAL AT END
SUB-ACCOUNT CHARGES EXPENSES EXPENSES 1 YEAR
- ----------------------------------------------------------- ---------------- --------------- ----------- -----------
<S> <C> <C> <C> <C>
J.P. Morgan Small Company Portfolio 1.25% 1.15% 2.40% $ 34
(1.15% + 0.10%)
Lord Abbett Growth and Income Portfolio 1.25% 0.51% 1.76% $ 28
(1.15% + 0.10%)
MFS/Sun Life Capital Appreciation Series 1.25% 0.77% 2.02% $ 31
(1.15% + 0.10%)
MFS/Sun Life Emerging Growth Series 1.25% 0.78% 2.03% $ 31
(1.15% + 0.10%)
MFS/Sun Life Government Securities Series 1.25% 0.62% 1.87% $ 29
(1.15% + 0.10%)
MFS/Sun Life High Yield Series 1.25% 0.82% 2.07% $ 31
(1.15% + 0.10%)
MFS/Sun Life Massachusetts Investors Growth Stock Series 1.25% 0.97% 2.22% $ 33
(1.15% + 0.10%)
MFS/Sun Life Massachusetts Investors Trust Series 1.25% 0.59% 1.84% $ 29
(1.15% + 0.10%)
MFS/Sun Life New Discovery Series 1.25% 1.28% 2.53% $ 36
(1.15% + 0.10%)
MFS/Sun Life Total Return Series 1.25% 0.70% 1.95% $ 30
(1.15% + 0.10%)
MFS/Sun Life Utilities Series 1.25% 0.86% 2.11% $ 31
(1.15% + 0.10%)
OCC Equity Portfolio 1.25% 0.94% 2.19% $ 32
(1.15% + 0.10%)
OCC Managed Portfolio 1.25% 0.82% 2.07% $ 31
(1.15% + 0.10%)
OCC Mid Cap Portfolio 1.25% 1.05% 2.30% $ 33
(1.15% + 0.10%)
OCC Small Cap Portfolio 1.25% 0.88% 2.13% $ 32
(1.15% + 0.10%)
Sun Capital Investment Grade Bond Fund 1.25% 0.75% 2.00% $ 30
(1.15% + 0.10%)
Sun Capital Money Market Fund 1.25% 0.65% 1.90% $ 29
(1.15% + 0.10%)
Sun Capital Real Estate Fund 1.25% 1.25% 2.50% $ 35
(1.15% + 0.10%)
Warburg Pincus Emerging Markets Portfolio 1.25% 1.40% 2.65% $ 37
(1.15% + 0.10%)
Warburg Pincus International Equity Portfolio 1.25% 1.33% 2.58% $ 36
(1.15% + 0.10%)
Warburg Pincus Post-Venture Capital Portfolio 1.25% 1.40% 2.65% $ 37
(1.15% + 0.10%)
Warburg Pincus Small Company Growth Portfolio 1.25% 1.14% 2.39% $ 34
(1.15% + 0.10%)
<CAPTION>
SUB-ACCOUNT 10 YEARS
- ----------------------------------------------------------- -------------
<S> <C>
J.P. Morgan Small Company Portfolio $ 274
Lord Abbett Growth and Income Portfolio $ 207
MFS/Sun Life Capital Appreciation Series $ 235
MFS/Sun Life Emerging Growth Series $ 236
MFS/Sun Life Government Securities Series $ 219
MFS/Sun Life High Yield Series $ 240
MFS/Sun Life Massachusetts Investors Growth Stock Series $ 255
MFS/Sun Life Massachusetts Investors Trust Series $ 216
MFS/Sun Life New Discovery Series $ 287
MFS/Sun Life Total Return Series $ 227
MFS/Sun Life Utilities Series $ 244
OCC Equity Portfolio $ 252
OCC Managed Portfolio $ 240
OCC Mid Cap Portfolio $ 264
OCC Small Cap Portfolio $ 246
Sun Capital Investment Grade Bond Fund $ 233
Sun Capital Money Market Fund $ 222
Sun Capital Real Estate Fund $ 284
Warburg Pincus Emerging Markets Portfolio $ 298
Warburg Pincus International Equity Portfolio $ 291
Warburg Pincus Post-Venture Capital Portfolio $ 298
Warburg Pincus Small Company Growth Portfolio $ 273
</TABLE>
For more detailed information about Contract fees and expenses, please
refer to the fee table and discussion of Contract charges contained in the full
Prospectus which accompanies this Profile.
6. TAXES
Your earnings are not taxed until you take them out of your Contract. If
you take money out, earnings come out first and are taxed as income. If your
Contract is funded with pre-tax or tax deductible dollars (such as with a
pension or IRA contribution) -- we call this a Qualified Contract -- your entire
withdrawal will be taxable. If you are younger than 59 1/2 when you take money
out, you may be charged a 10% federal penalty tax on the earnings. Annuity
payments during the Income Phase are considered in part a return of your
original investment. That portion of each payment is not taxable except under a
Qualified Contract, in which case the entire payment will be taxable. In all
cases, you should consult with your tax adviser for specific tax information.
4
<PAGE>
7. ACCESS TO YOUR MONEY
You can withdraw money from your Contract at any time during the
Accumulation Phase. A withdrawal of a purchase payment that has been credited to
your account for less than one year (365 days) will be subject to a 1%
withdrawal charge. All other withdrawals will not be subject to withdrawal
charges. You may also be required to pay income tax and possible tax penalties
on any money you withdraw.
We do not assess a withdrawal charge upon annuitization or transfers. In
addition, there may be other circumstances under which we may waive the
withdrawal charge.
In addition to the withdrawal charge, amounts you withdraw, transfer or
annuitize from the Fixed Account before your Guarantee Period has ended may be
subject to a Market Value Adjustment.
8. PERFORMANCE
If you invest in one or more Sub-Accounts, the value of your Contract will
increase or decrease depending upon the investment performance of the Series you
choose. The Sub-Accounts have not been in operation for a full calendar year;
therefore no performance information is provided in this Profile.
9. DEATH BENEFIT
If the Annuitant dies before the Contract reaches the Income Phase, the
beneficiary will receive a death benefit. To calculate the death benefit, we use
a "Death Benefit Date", which is the earliest date we have both due proof of
death and a written request specifying the manner of payment.
If the Annuitant was 85 or younger when we issued your Contract, the death
benefit is the greatest of:
(1) the value of the Contract on the Death Benefit Date;
(2) the amount we would pay in the event of a full surrender of the
Contract on the Death Benefit Date; and
(3) your total Purchase Payments minus the sum of all partial withdrawals
from your Account.
If the Annuitant was 86 or older when we issued your Contract, the death
benefit is equal to the amount set forth in (2) above.
10. OTHER INFORMATION
FREE LOOK. Depending upon applicable state law, if you cancel your
Contract within 10 days after receiving it we will send you the value of your
Contract as of the day we received your cancellation request (this may be more
or less than the original purchase payment) and we will not deduct a withdrawal
charge. However, if applicable state or federal law requires, we will refund the
full amount of any purchase payment(s) we receive and the "free look" period may
be greater than 10 days.
NO PROBATE. In most cases, when you die, the beneficiary will receive the
death benefit without going through probate. However, avoiding probate does not
mean that the beneficiary will not have tax liability as a result of receiving
the death benefit.
WHO SHOULD PURCHASE A CONTRACT? The Contract is designed for those seeking
long-term tax deferred accumulation of assets and annuity features, generally
for retirement or other long-term purposes. The tax-deferred feature is most
attractive to purchasers in high federal and state income tax brackets. You
should note that qualified retirement investments automatically provide tax
deferral regardless of whether the underlying contract is an annuity. You should
not buy a Contract if you are looking for a short-term investment or if you
cannot risk a decrease in the value of your investment.
CONFIRMATIONS AND QUARTERLY STATEMENTS. You will receive a confirmation of
each transaction within your Contract. On a quarterly basis, you will receive a
complete statement of your transactions over the past quarter and a summary of
your account values during that period.
5
<PAGE>
ADDITIONAL FEATURES. The Futurity Focus Annuity offers the following
additional convenient features, which you may choose at no extra charge.
Dollar Cost Averaging -- This program lets you invest gradually in up to 4
Sub-Accounts.
Asset Allocation -- One or more asset allocation programs may be available
in connection with the Contract.
Systematic Withdrawal Program -- This program allows you to receive
quarterly, semi-annual or annual payments during the Accumulation Phase.
Portfolio Rebalancing Programs -- Under this program, we automatically
reallocate your investments in the Sub-Accounts to maintain the proportions you
select. You can elect rebalancing on a quarterly, semi-annual or annual basis.
11. INQUIRIES
If you would like more information about buying a Contract, please contact
your broker or registered representative. If you have any other questions,
please contact us at:
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
ANNUITY SERVICE MAILING ADDRESS
C/O RETIREMENT PRODUCTS AND SERVICES
P.O. BOX 9133
BOSTON, MASSACHUSETTS 02103
TEL: TOLL FREE (888) 786-2435
IN MASSACHUSETTS (617) 348-9600
6
<PAGE>
PROSPECTUS
MAY 1, 1999
FUTURITY FOCUS
Sun Life Assurance Company of Canada (U.S.) and Sun Life of Canada (U.S.)
Variable Account F offer the flexible payment deferred annuity contracts and
certificates described in this Prospectus to groups and individuals.
You may choose among 36 variable investment options and a range of fixed
options. The variable options are Sub-Accounts in the Variable Account, each of
which invests in shares of one of the following mutual funds or series thereof
(the "Funds").
<TABLE>
<S> <C>
AIM VARIABLE INSURANCE FUNDS, INC. MFS/SUN LIFE SERIES TRUST
V.I. Capital Appreciation Fund Capital Appreciation Series
V.I. Growth Fund Emerging Growth Series
V.I. Growth and Income Fund Government Securities Series
V.I. International Equity Fund High Yield Series
THE ALGER AMERICAN FUND Massachusetts Investors Growth Stock Series
Growth Portfolio Massachusetts Investors Trust Series
Income and Growth Portfolio New Discovery Series
Small Capitalization Portfolio Total Return Series
GOLDMAN SACHS VARIABLE INSURANCE TRUST Utilities Series
CORE Large Cap Growth Fund OCC ACCUMULATION TRUST
CORE Small Cap Equity Fund Equity Portfolio
CORE U.S. Equity Fund Managed Portfolio
Growth and Income Fund Mid Cap Portfolio
International Equity Fund Small Cap Portfolio
J.P. MORGAN SERIES TRUST II SUN CAPITAL ADVISERS TRUST
Equity Portfolio Sun Capital Investment Grade Bond Fund
International Opportunities Portfolio Sun Capital Money Market Fund
Small Company Portfolio Sun Capital Real Estate Fund
LORD ABBETT SERIES FUND, INC. WARBURG PINCUS TRUST
Growth and Income Portfolio Emerging Markets Portfolio
International Equity Portfolio
Post-Venture Capital Portfolio
Small Company Growth Portfolio
</TABLE>
The fixed account options are available for specified time periods, called
Guarantee Periods, and pay interest at a guaranteed rate for each period.
PLEASE READ THIS PROSPECTUS AND THE FUND PROSPECTUSES CAREFULLY BEFORE
INVESTING AND KEEP THEM FOR FUTURE REFERENCE. THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE FUTURITY FOCUS ANNUITY AND THE FUNDS.
We have filed a Statement of Additional Information dated May 1, 1999 (the
"SAI") with the Securities and Exchange Commission (the "SEC"), which is
incorporated by reference in this Prospectus. The table of contents for the SAI
is on page 78 of this Prospectus. You may obtain a copy without charge by
writing to our Annuity Service Mailing Address or by telephoning (888) 786-2435
or (617) 348-9600. In addition, the SEC maintains a website (http://www.sec.gov)
that contains the SAI, material incorporated by reference, and other information
regarding companies that file with the SEC.
THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY,
ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
ANY REFERENCE IN THIS PROSPECTUS TO RECEIPT BY US MEANS RECEIPT AT THE FOLLOWING
ADDRESS:
ANNUITY SERVICE MAILING ADDRESS, C/O SUN LIFE ASSURANCE COMPANY OF CANADA
(U.S.)
RETIREMENT PRODUCTS AND SERVICES, P.O. BOX 9133, BOSTON, MASSACHUSETTS
02117
1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Special Terms 4
Expense Summary 4
Summary of Contract Expenses 4
Underlying Fund Annual Expenses 5
Examples 7
The Futurity Focus Annuity 9
Communicating To Us About Your Contract 9
Sun Life Assurance Company of Canada (U.S.) 10
The Variable Account 10
Variable Account Options: The Funds 10
The Fixed Account 14
The Fixed Account Options: The Guarantee Periods 14
The Accumulation Phase 14
Issuing Your Contract 15
Amount and Frequency of Purchase Payments 15
Allocation of Net Purchase Payments 15
Your Account 15
Your Account Value 15
Variable Account Value 15
Fixed Account Value 16
Transfer Privilege 17
Waivers; Reduced Charges; Credits; Bonus Guaranteed Interest Rates 18
Optional Programs 18
Withdrawals, Withdrawal Charge and Market Value Adjustment 19
Cash Withdrawals 19
Withdrawal Charge 21
Market Value Adjustment 21
Contract Charges 22
Account Fee 22
Administrative Expense Charge 22
Mortality and Expense Risk Charge 22
Premium Taxes 23
Underlying Fund Expenses 23
Modification in the Case of Group Contracts 23
Death Benefit 23
Amount of Death Benefit 23
Method of Paying Death Benefit 24
Selection and Change of Beneficiary 24
Payment of Death Benefit 24
Due Proof of Death 25
The Income Phase -- Annuity Provisions 25
Selection of the Annuitant or Co-Annuitant 25
Selection of the Annuity Commencement Date 25
Annuity Options 26
Selection of Annuity Option 27
Amount of Annuity Payments 27
Exchange of Variable Annuity Units 28
Account Fee 28
Annuity Payment Rates 28
Annuity Options as Method of Payment for Death Benefit 28
Other Contract Provisions 29
Exercise of Contract Rights 29
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
Change of Ownership 29
Death of Participant 29
Voting of Fund Shares 30
Periodic Reports 31
Substitution of Securities 31
Change in Operation of Variable Account 31
Splitting Units 31
Modification 31
Discontinuance of New Participants 32
Reservation of Rights 32
Right to Return 32
Federal Tax Status 33
Introduction 33
Deductibility of Purchase Payments 33
Pre-Distribution Taxation of Contracts 33
Distributions and Withdrawals from Non-Qualified Contracts 34
Distribution and Withdrawals from Qualified Contracts 34
Withholding 34
Purchase of Immediate Annuity Contract and Deferred Annuity Contract 34
Investment Diversification and Control 35
Tax Treatment of the Company and the Variable Account 35
Qualified Retirement Plans 35
Pension and Profit-Sharing Plans 35
Tax-Sheltered Annuities 35
Individual Retirement Accounts 36
Roth IRAs 36
Administration of the Contracts 36
Distribution of the Contracts 36
Performance Information 37
Available Information 38
Incorporation of Certain Documents by Reference 38
Additional Information About the Company 39
Business of the Company 39
Selected Financial Data 40
Management's Discussion and Analysis of Financial Condition and Results of
Operations 40
Demutualization 48
Year 2000 Compliance 48
Sale of Subsidiary 49
Quantitative and Qualitative Disclosures About Market Risk 49
Reinsurance 51
Reserves 51
Investments 51
Competition 51
Employees 51
Properties 52
State Regulation 52
Legal Proceedings 52
Accountants 53
Financial Statements 53
Table of Contents of Statement of Additional Information 78
Appendix A -- Glossary 80
Appendix B -- Withdrawals, Withdrawal Charges and the Market Value Adjustment 83
</TABLE>
3
<PAGE>
SPECIAL TERMS
Your Contract is a legal document that uses a number of specially defined
terms. We explain most of the terms that we use in this Prospectus in the
context where they arise, and some are self-explanatory. In addition, for
convenient reference, we have compiled a list of these terms in the Glossary
included at the back of this Prospectus as Appendix A. If, while you are reading
this Prospectus, you come across a term that you do not understand, please refer
to the Glossary for an explanation.
EXPENSE SUMMARY
The purpose of the following table is to help you understand the costs and
expenses that you will bear directly and indirectly under a Contract WHEN YOU
ALLOCATE MONEY TO THE VARIABLE ACCOUNT. The table reflects expenses of the
Variable Account as well as of each Series of the Series Fund. The table should
be considered together with the narrative provided under the heading "Contract
Charges" in this Prospectus, and with the Fund's prospectus. In addition to the
expenses listed below, we may deduct premium taxes.
SUMMARY OF CONTRACT EXPENSES
<TABLE>
<S> <C>
TRANSACTION EXPENSES
Sales Load Imposed on Purchase Payments............................................ $ 0
Deferred Sales Load (as a percentage of Purchase Payments withdrawn) (1)
Number of Years Purchase Payment in Account
Less than 1.................................................................... 1%
1 or more...................................................................... 0%
Transfer Fee (2)................................................................... $ 0
ANNUAL ACCOUNT FEE per Contract or Certificate (3) $ 50
VARIABLE ACCOUNT ANNUAL EXPENSES (as a percentage of average Variable Account
assets)
Mortality and Expense Risk Charge................................................ 1.00%
Administrative Expense Charge.................................................... 0.15%
Other Fees and Expenses of the Variable Account.................................. 0.00%
-----
Total Variable Account Annual Expenses............................................. 1.15%
</TABLE>
- ------------------------
(1) After a Purchase Payment has been in your Account for one Account Year it
may be withdrawn free of the withdrawal charge.
(2) A Market Value Adjustment may be imposed on amounts transferred from or
within the Fixed Account.
(3) The Annual Account Fee is $50. We will waive the Annual Account Fee when the
Participant's Account value is greater than $100,000 on the Account
Anniversary.
4
<PAGE>
UNDERLYING FUND ANNUAL EXPENSES (1)
(AS A PERCENTAGE OF FUND NET ASSETS)
<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT OTHER ANNUAL
FEES (AFTER EXPENSES (AFTER EXPENSES (AFTER
REIMBURSEMENT)(2) REIMBURSEMENT)(2) REIMBURSEMENT)(2)
------------------- ------------------- -------------------
<S> <C> <C> <C>
AIM V.I. Capital Appreciation Fund....................... 0.62% 0.05% 0.67%
AIM V.I. Growth Fund..................................... 0.64% 0.08% 0.72%
AIM V.I. Growth and Income Fund.......................... 0.61% 0.04% 0.65%
AIM V.I. International Equity Fund....................... 0.75% 0.16% 0.91%
Alger American Growth Portfolio.......................... 0.75% 0.04% 0.79%
Alger American Income and Growth Portfolio............... 0.62% 0.08% 0.70%
Alger American Small Capitalization Portfolio............ 0.85% 0.04% 0.89%
Goldman Sachs VIT CORE Large Cap Growth Fund(3).......... 0.70% 0.10% 0.80%
Goldman Sachs VIT CORE Small Cap Equity Fund(3).......... 0.75% 0.15% 0.90%
Goldman Sachs VIT CORE U.S. Equity Fund(3)............... 0.70% 0.10% 0.80%
Goldman Sachs VIT Growth and Income Fund(3).............. 0.75% 0.15% 0.90%
Goldman Sachs VIT International Equity Fund(3)........... 1.00% 0.25% 1.25%
J.P. Morgan Equity Portfolio(4).......................... 0.40% 0.50% 0.90%
J.P. Morgan International Opportunities Portfolio(4)..... 0.60% 0.60% 1.20%
J.P. Morgan Small Company Portfolio(4)................... 0.60% 0.55% 1.15%
Lord Abbett Growth and Income Portfolio.................. 0.50% 0.01% 0.51%
MFS/Sun Life Capital Appreciation Series................. 0.73% 0.04% 0.77%
MFS/Sun Life Emerging Growth Series...................... 0.72% 0.06% 0.78%
MFS/Sun Life Government Securities Series................ 0.55% 0.07% 0.62%
MFS/Sun Life High Yield Series........................... 0.75% 0.07% 0.82%
MFS/Sun Life Massachusetts Investors Growth Stock
Series.................................................. 0.75% 0.22% 0.97%
MFS/Sun Life Massachusetts Investors Trust Series........ 0.55% 0.04% 0.59%
MFS/Sun Life New Discovery Series(5)..................... 0.90% 0.38% 1.28%
MFS/Sun Life Total Return Series......................... 0.65% 0.05% 0.70%
MFS/Sun Life Utilities Series............................ 0.75% 0.11% 0.86%
OCC Equity Portfolio(6).................................. 0.80% 0.14% 0.94%
OCC Managed Portfolio(6)................................. 0.78% 0.04% 0.82%
OCC Mid Cap Portfolio(6)................................. 0.00% 1.05% 1.05%
OCC Small Cap Portfolio(6)............................... 0.80% 0.08% 0.88%
Sun Capital Investment Grade Bond Fund(3)(7)............. 0.60% 0.15% 0.75%
Sun Capital Money Market Fund(3)(7)...................... 0.50% 0.15% 0.65%
Sun Capital Real Estate Fund(3)(7)....................... 0.95% 0.30% 1.25%
Warburg Pincus Emerging Markets Portfolio(3)............. 0.20% 1.20% 1.40%
Warburg Pincus International Equity Portfolio............ 1.00% 0.33% 1.33%
Warburg Pincus Post-Venture Capital Portfolio(3)......... 1.08% 0.32% 1.40%
Warburg Pincus Small Company Growth Portfolio............ 0.90% 0.24% 1.14%
</TABLE>
5
<PAGE>
- ------------------------
(1) The information relating to Fund expenses was provided by the Funds and we
have not independently verified it. You should consult the Fund prospectuses
for more information about Fund expenses.
(2) "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 or waiver.
(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" 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. Fee waivers and expense reimbursements for the Warburg
Pincus Emerging Markets Portfolio and the Warburg Pincus Post-Venture
Capital Portfolio, the Sun Capital Funds, and the Goldman Sachs Funds may be
discontinued at any time.
(4) An affiliate of the adviser has agreed to reimburse the Funds, to the extent
certain expenses exceed the following percentages of the Fund's daily net
assets during fiscal year 1999: 0.90% for the J.P. Morgan Equity Portfolio,
1.20% for the J.P. Morgan International Opportunities Portfolio, and 1.15%
for the J.P. Morgan Small Company Portfolio. Absent this reimbursement,
"Total Fund Annual Expenses" would have been 1.48% for the J.P. Morgan
Equity Portfolio, 3.26% for the J.P. Morgan International Opportunities
Portfolio, and 3.43% for the J.P. Morgan Small Company Portfolio.
(5) The Fund's adviser has agreed to bear the Fund's expenses, excluding
management fees, taxes, extraordinary expenses and brokerage and transaction
costs, in excess of 0.35% of the annual percentage of the Fund's average
daily net assets. Absent the fee waiver and/or expense reimbursement, Other
Expenses would have been 0.70% and Total Fund Annual Expenses would have
been 1.60%. These arrangements will remain in effect until at least May 1,
2000, absent an earlier modification by the Fund's Board of Trustees.
(6) Total Fund Annual Expenses for the OCC Equity Portfolio, the OCC Small Cap
Portfolio, the OCC Managed Portfolio and the OCC Mid Cap Portfolio are
limited contractually by OpCap Advisers so that the Funds' respective
annualized operating expenses (net of expense offsets) do not exceed 1% of
average daily net assets. Absent this limit, "Management Fees", "Other
Expenses" and "Total Expenses" were 0.80%, 3.48%, and 4.28% for the OCC Mid
Cap Portfolio. "Other Expenses" are shown gross of expense offsets afforded
the portfolio, which effectively lowered custody expenses.
(7) To the extent that the expense ratio of any Fund in the Sun Capital Advisers
Trust falls below the Fund's expense limit, the Fund's adviser reserves the
right to be reimbursed for management fees waived and Fund expenses paid by
it during the prior two years.
6
<PAGE>
EXAMPLES
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>
AIM V.I. Capital Appreciation Fund........................................ $ 29 $ 60 $ 104 $ 224
AIM V.I. Growth Fund...................................................... $ 30 $ 62 $ 106 $ 230
AIM V.I. Growth and Income Fund........................................... $ 29 $ 60 $ 103 $ 222
AIM V.I. International Equity Fund........................................ $ 32 $ 68 $ 116 $ 249
Alger American Growth Portfolio........................................... $ 31 $ 64 $ 110 $ 237
Alger American Income and Growth Portfolio................................ $ 30 $ 61 $ 105 $ 227
Alger American Small Capitalization Portfolio............................. $ 32 $ 67 $ 115 $ 247
Goldman Sachs VIT CORE Large Cap Growth Fund.............................. $ 31 $ 64 $ 110 $ 238
Goldman Sachs VIT CORE Small Cap Equity Fund.............................. $ 32 $ 67 $ 115 $ 248
Goldman Sachs VIT CORE U.S. Equity Fund................................... $ 31 $ 64 $ 110 $ 238
Goldman Sachs VIT Growth and Income Fund.................................. $ 32 $ 67 $ 115 $ 248
Goldman Sachs VIT International Equity Fund............................... $ 35 $ 78 $ 133 $ 284
J.P. Morgan Equity Portfolio.............................................. $ 32 $ 67 $ 115 $ 248
J.P. Morgan International Opportunities Portfolio......................... $ 35 $ 76 $ 131 $ 279
J.P. Morgan Small Company Portfolio....................................... $ 34 $ 75 $ 128 $ 274
Lord Abbett Growth and Income Portfolio................................... $ 28 $ 55 $ 95 $ 207
MFS/Sun Life Capital Appreciation Series.................................. $ 31 $ 63 $ 109 $ 235
MFS/Sun Life Emerging Growth Series....................................... $ 31 $ 64 $ 109 $ 236
MFS/Sun Life Government Securities Series................................. $ 29 $ 59 $ 101 $ 219
MFS/Sun Life High Yield Series............................................ $ 31 $ 65 $ 111 $ 240
MFS/Sun Life Massachusetts Investors Growth Stock Series.................. $ 33 $ 69 $ 119 $ 255
MFS/Sun Life Massachusetts Investors Trust Series......................... $ 29 $ 58 $ 100 $ 216
MFS/Sun Life New Discovery Series......................................... $ 36 $ 79 $ 135 $ 287
MFS/Sun Life Total Return Series.......................................... $ 30 $ 61 $ 105 $ 227
MFS/Sun Life Utilities Series............................................. $ 31 $ 66 $ 113 $ 244
OCC Equity Portfolio...................................................... $ 32 $ 69 $ 117 $ 252
OCC Managed Portfolio..................................................... $ 31 $ 65 $ 111 $ 240
OCC Mid Cap Portfolio..................................................... $ 33 $ 72 $ 123 $ 264
OCC Small Cap Portfolio................................................... $ 32 $ 67 $ 114 $ 246
Sun Capital Investment Grade Bond Fund.................................... $ 30 $ 63 $ 108 $ 233
Sun Capital Money Market Fund............................................. $ 29 $ 60 $ 103 $ 222
Sun Capital Real Estate Fund.............................................. $ 35 $ 78 $ 133 $ 284
Warburg Pincus Emerging Markets Portfolio................................. $ 37 $ 82 $ 141 $ 298
Warburg Pincus International Equity Portfolio............................. $ 36 $ 80 $ 137 $ 291
Warburg Pincus Post-Venture Capital Portfolio............................. $ 37 $ 82 $ 141 $ 298
Warburg Pincus Small Company Growth Portfolio............................. $ 34 $ 75 $ 128 $ 273
</TABLE>
7
<PAGE>
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>
AIM V.I. Capital Appreciation Fund........................................ $ 19 $ 60 $ 104 $ 224
AIM V.I. Growth Fund...................................................... $ 20 $ 62 $ 106 $ 230
AIM V.I. Growth and Income Fund........................................... $ 19 $ 60 $ 103 $ 222
AIM V.I. International Equity Fund........................................ $ 22 $ 68 $ 116 $ 249
Alger American Growth Portfolio........................................... $ 21 $ 64 $ 110 $ 237
Alger American Income and Growth Portfolio................................ $ 20 $ 61 $ 105 $ 227
Alger American Small Capitalization Portfolio............................. $ 22 $ 67 $ 115 $ 247
Goldman Sachs VIT CORE Large Cap Growth Fund.............................. $ 21 $ 64 $ 110 $ 238
Goldman Sachs VIT CORE Small Cap Equity Fund.............................. $ 22 $ 67 $ 115 $ 248
Goldman Sachs VIT CORE U.S. Equity Fund................................... $ 21 $ 64 $ 110 $ 238
Goldman Sachs VIT Growth and Income Fund.................................. $ 22 $ 67 $ 115 $ 248
Goldman Sachs VIT International Equity Fund............................... $ 25 $ 78 $ 133 $ 284
J.P. Morgan Equity Portfolio.............................................. $ 22 $ 67 $ 115 $ 248
J.P. Morgan International Opportunities Portfolio......................... $ 25 $ 76 $ 131 $ 279
J.P. Morgan Small Company Portfolio....................................... $ 24 $ 75 $ 128 $ 274
Lord Abbett Growth and Income Portfolio................................... $ 18 $ 55 $ 95 $ 207
MFS/Sun Life Capital Appreciation Series.................................. $ 21 $ 63 $ 109 $ 235
MFS/Sun Life Emerging Growth Series....................................... $ 21 $ 64 $ 109 $ 236
MFS/Sun Life Government Securities Series................................. $ 19 $ 59 $ 101 $ 219
MFS/Sun Life High Yield Series............................................ $ 21 $ 65 $ 111 $ 240
MFS/Sun Life Massachusetts Investors Growth Stock Series.................. $ 23 $ 69 $ 119 $ 255
MFS/Sun Life Massachusetts Investors Trust Series......................... $ 19 $ 58 $ 100 $ 216
MFS/Sun Life New Discovery Series......................................... $ 26 $ 79 $ 135 $ 287
MFS/Sun Life Total Return Series.......................................... $ 20 $ 61 $ 105 $ 227
MFS/Sun Life Utilities Series............................................. $ 21 $ 66 $ 113 $ 244
OCC Equity Portfolio...................................................... $ 22 $ 69 $ 117 $ 252
OCC Managed Portfolio..................................................... $ 21 $ 65 $ 111 $ 240
OCC Mid Cap Portfolio..................................................... $ 23 $ 72 $ 123 $ 264
OCC Small Cap Portfolio................................................... $ 22 $ 67 $ 114 $ 246
Sun Capital Investment Grade Bond Fund.................................... $ 20 $ 63 $ 108 $ 233
Sun Capital Money Market Fund............................................. $ 19 $ 60 $ 103 $ 222
Sun Capital Real Estate Fund.............................................. $ 25 $ 78 $ 133 $ 284
Warburg Pincus Emerging Markets Portfolio................................. $ 27 $ 82 $ 141 $ 298
Warburg Pincus International Equity Portfolio............................. $ 26 $ 80 $ 137 $ 291
Warburg Pincus Post-Venture Capital Portfolio............................. $ 27 $ 82 $ 141 $ 298
Warburg Pincus Small Company Growth Portfolio............................. $ 24 $ 75 $ 128 $ 273
</TABLE>
THE EXAMPLES SHOULD NOT BE CONSIDERED TO BE REPRESENTATIONS OF PAST OR
FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LOWER THAN THOSE SHOWN.
8
<PAGE>
THE FUTURITY FOCUS ANNUITY
Sun Life Assurance Company of Canada (U.S.) (the "Company", "we" or "us")
and Sun Life of Canada (U.S.) Variable Account F (the "Variable Account") offer
the Futurity Focus Annuity to groups and individuals for use in connection with
their retirement plans. The Contracts are available on a group basis and, in
certain states, may be available on an individual basis. We issue an Individual
Contract directly to the individual owner of the Contract. We issue a Group
Contract to the Owner covering all individuals participating under the Group
Contract. Each individual receives a Certificate that evidences his or her
participation under the Group Contract.
In this Prospectus, unless we state otherwise, we refer to both the owners
of Individual Contracts and participating individuals under Group Contracts as
"Participants" and we address all those Participants as "you"; we use the term
"Contracts" to include Individual Contracts, Group Contracts and Certificates
issued under Group Contracts. For the purpose of determining benefits under both
Individual Contracts and Group Contracts, we establish an Account for each
Participant, which we will refer to as "your" Account or a "Participant
Account."
The Contract provides a number of important benefits for your retirement
planning. It has an Accumulation Phase, during which you make payments under the
Contract and allocate them to one or more Variable Account or Fixed Account
options, and an Income Phase, during which we make payments based on the amount
you have accumulated. The Contract provides tax deferral, so that you do not pay
taxes on your earnings under the Contract until you withdraw them. It provides a
death benefit if the Annuitant dies during the Accumulation Phase. Finally, if
you so elect, during the Income Phase we will make payments to you or someone
else for life or for another period that you choose.
You choose these benefits on a variable or fixed basis or a combination of
both. The Fixed Account options may not be available in all states. When you
choose variable investment options or a Variable Annuity option, your benefits
will be responsive to changes in the economic environment, including
inflationary forces and changes in rates of return available from different
types of investments. With these options, you assume all investment risk under
the Contract. When you choose a Guarantee Period in our Fixed Account or a Fixed
Annuity option, we assume the investment risk, except in the case of early
withdrawals, where you bear the risk of unfavorable interest rate changes. You
also bear the risk that the interest rates we will offer in the future and the
rates we will use in determining your Fixed Annuity may not exceed our minimum
guaranteed rate, which is 3% per year, compounded annually.
The Contracts are designed for use in connection with retirement and
deferred compensation plans, some of which qualify for favorable federal income
tax treatment under Sections 401, 403, 408 or 408A of the Internal Revenue Code.
The Contracts are also designed so that they may be used in connection with
certain non-tax-qualified retirement plans, such as payroll savings plans and
such other groups (trusteed or nontrusteed) as may be eligible under applicable
law. We refer to Contracts used with plans that receive favorable tax treatment
as "Qualified Contracts," and all others as "Non-Qualified Contracts."
COMMUNICATING TO US ABOUT YOUR CONTRACT
All materials sent to us, including Purchase Payments, must be sent to our
Annuity Service Mailing Address set forth on the first page of this Prospectus.
For all telephone communications, you must call (800) 786-2435 or (617)
348-9600.
Unless this Prospectus states differently, we will consider all materials
sent to us and all telephone communications to be received on the date we
actually receive them at the Annuity Service Mailing Address. However, we will
consider Purchase Payments, withdrawal requests and transfer instructions to be
received on the next Business Day if we receive them (1) on a day that is not a
Business Day or (2) after 4:00 p.m., Eastern Time.
When we specify that notice to us must be in writing, we reserve the
right, in our sole discretion, to accept notice in another form.
9
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
We are a stock life insurance company incorporated under the laws of
Delaware on January 12, 1970. We do business in 48 states, the District of
Columbia, and Puerto Rico, and we have an insurance company subsidiary that does
business in New York. Our Executive Office mailing address is One Sun Life
Executive Park, Wellesley Hills, Massachusetts 02481.
We are an indirect wholly-owned subsidiary of Sun Life Assurance Company
of Canada ("Sun Life (Canada)"). Sun Life (Canada) is a mutual life insurance
company incorporated pursuant to Act of Parliament of Canada in 1865 and
currently transacts business in all of the Canadian provinces and territories,
all U.S. states (except New York), the District of Columbia, Puerto Rico, the
Virgin Islands, Great Britain, Ireland, Hong Kong, Bermuda and the Philippines.
THE VARIABLE ACCOUNT
We established the Variable Account as a separate account on July 13,
1989, pursuant to a resolution of our Board of Directors. Under Delaware
insurance law and the Contract, the income, gains or losses of the Variable
Account are credited to or charged against the assets of the Variable Account
without regard to the other income, gains, or losses of the Company. These
assets are held in relation to the Contracts described in this Prospectus and
other variable annuity contracts that provide benefits that vary in accordance
with the investment performance of the Variable Account. Although the assets
maintained in the Variable Account will not be charged with any liabilities
arising out of any other business we conduct, all obligations arising under the
Contracts, including the promise to make annuity payments, are general corporate
obligations of the Company.
The assets of the Variable Account are divided into Sub-Accounts. Each
Sub-Account invests exclusively in shares of a specific Fund. All amounts
allocated to the Variable Account will be used to purchase Fund shares as
designated by you at their net asset value. Any and all distributions made by
the Fund with respect to the shares held by the Variable Account will be
reinvested to purchase additional shares at their net asset value. Deductions
from the Variable Account for cash withdrawals, annuity payments, death
benefits, Account Fees, contract charges against the assets of the Variable
Account for the assumption of mortality and expense risks, administrative
expenses and any applicable taxes will, in effect, be made by redeeming the
number of Fund shares at their net asset value equal in total value to the
amount to be deducted. The Variable Account will be fully invested in Fund
shares at all times.
VARIABLE ACCOUNT OPTIONS:
THE FUNDS
The Contract offers Sub-Accounts that invest in a number of Fund options,
which are briefly discussed below. Each Fund is a mutual fund registered under
the Investment Company Act of 1940, or a separate series of shares of such a
mutual fund.
MORE COMPREHENSIVE INFORMATION ABOUT THE FUNDS, INCLUDING A DISCUSSION OF
THEIR MANAGEMENT, INVESTMENT OBJECTIVES, EXPENSES, AND POTENTIAL RISKS, IS FOUND
IN THE CURRENT PROSPECTUSES FOR THE FUNDS (THE "FUND PROSPECTUSES"). THE FUND
PROSPECTUSES SHOULD BE READ IN CONJUNCTION WITH THIS PROSPECTUS BEFORE YOU
INVEST. A COPY OF EACH FUND PROSPECTUS, AS WELL AS A STATEMENT OF ADDITIONAL
INFORMATION FOR EACH FUND, MAY BE OBTAINED WITHOUT CHARGE FROM THE COMPANY BY
CALLING 1-888-388-8748 (617-348-9600, IN MASSACHUSETTS) OR WRITING TO SUN LIFE
ASSURANCE COMPANY OF CANADA (U.S.), RETIREMENT PRODUCTS AND SERVICES, P.O. BOX
9133, BOSTON MASSACHUSETTS 02117.
The Funds currently available are:
AIM VARIABLE INSURANCE FUNDS, INC. (advised by A I M Advisors, Inc.)
AIM V.I. CAPITAL APPRECIATION FUND seeks growth of capital through
investment in common stocks, with emphasis on medium- and small-sized
growth companies.
10
<PAGE>
AIM V.I. GROWTH FUND seeks growth of capital primarily by investing in
seasoned and better capitalized companies considered to have strong
earnings momentum.
AIM V.I. GROWTH AND INCOME FUND seeks growth of capital with a secondary
objective of current income.
AIM V.I. INTERNATIONAL EQUITY FUND seeks to provide long-term growth of
capital by investing in a diversified portfolio of international equity
securities whose issuers are considered to have strong earnings momentum.
THE ALGER AMERICAN FUND (advised by Fred Alger Management, Inc.)
ALGER AMERICAN GROWTH PORTFOLIO seeks long-term capital appreciation by
investing primarily in equity securities of companies which have market
capitalizations of $1 billion or more.
ALGER AMERICAN INCOME AND GROWTH PORTFOLIO seeks primarily to provide a
high level of dividend income by investing in dividend paying equity
securities. Capital appreciation is a secondary objective.
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO seeks long-term capital
appreciation. It invests primarily in the equity securities of small
companies with market capitalizations within the range of the Russell 2000
Growth Index or the S&P SmallCap 600 Index.
GOLDMAN SACHS VARIABLE INSURANCE TRUST (advised by Goldman Sachs Asset
Management, a separate operating division of Goldman, Sachs & Co., except for
Goldman Sachs International Equity Fund, which is advised by Goldman Sachs Asset
Management International, an affiliate of Goldman, Sachs & Co.)
GOLDMAN SACHS VIT CORE LARGE CAP GROWTH FUND seeks long-term growth of
capital through a broadly diversified portfolio of equity securities of
large cap U.S. issuers that are expected to have better prospects for
earnings growth than the growth rate of the general domestic economy.
Dividend income is a secondary consideration.
GOLDMAN SACHS VIT CORE SMALL CAP EQUITY FUND seeks long-term growth of
capital through a broadly diversified portfolio of equity securities of
U.S. issuers which are included in the Russell 2000 Index at the time of
investment.
GOLDMAN SACHS VIT CORE U.S. EQUITY FUND seeks long-term growth of capital
and dividend income through a broadly diversified portfolio of large cap
and blue chip equity securities representing all major sectors of the U.S.
economy.
GOLDMAN SACHS VIT GROWTH AND INCOME FUND seeks long-term growth of capital
and growth of income through investments in equity securities that are
considered to have favorable prospects for capital appreciation and/or
dividend paying ability.
GOLDMAN SACHS VIT INTERNATIONAL EQUITY FUND seeks long-term capital
appreciation through investments in equity securities of companies that are
organized outside the U.S. or whose securities are principally traded
outside the U.S.
J.P. MORGAN SERIES TRUST II (advised by J.P. Morgan Investment Management Inc.)
J.P. MORGAN EQUITY PORTFOLIO seeks to provide a high total return from a
portfolio of selected equity securities.
J.P. MORGAN INTERNATIONAL OPPORTUNITIES PORTFOLIO seeks to provide a high
total return from a portfolio of equity securities of foreign companies.
J.P. MORGAN SMALL COMPANY PORTFOLIO seeks to provide a high total return
from a portfolio of small company stocks.
LORD ABBETT SERIES FUND, INC. (advised by Lord Abbett & Co.)
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GROWTH AND INCOME PORTFOLIO seeks to provide long-term growth of capital
and income without excessive fluctuation in market value.
MFS/SUN LIFE SERIES TRUST (advised by Massachusetts Financial Services Company,
an affiliate of the Company)
CAPITAL APPRECIATION SERIES will seek to maximize capital appreciation by
investing in securities of all types, with major emphasis on common stocks.
EMERGING GROWTH SERIES will seek long-term growth of capital.
GOVERNMENT SECURITIES SERIES will seek current income and preservation of
capital by investing in U.S. Government and U.S. Government-related
securities.
HIGH YIELD SERIES will seek high current income and capital appreciation by
investing primarily in certain low rated or unrated fixed income securities
(possibly with equity features) of U.S. and foreign issuers (also known as
"junk bonds").
MASSACHUSETTS INVESTORS GROWTH STOCK SERIES will seek to provide long-term
growth of capital and future income rather than current income.
MASSACHUSETTS INVESTORS TRUST SERIES will seek long-term growth of capital
and future income while providing more current dividend income than is
normally obtainable from a portfolio of only growth stocks.
NEW DISCOVERY SERIES will seek capital appreciation.
TOTAL RETURN SERIES will primarily seek to obtain above-average income
(compared to a portfolio entirely invested in equity securities) consistent
with prudent employment of capital; its secondary objective is to take
advantage of opportunities for growth of capital and income since many
securities offering a better than average yield may also possess growth
potential.
UTILITIES SERIES will seek capital growth and current income (income above
that available from a portfolio invested entirely in equity securities) by
investing under normal market conditions, at least 65% of its assets in
equity and debt securities of both domestic and foreign companies in the
utilities industry.
OCC ACCUMULATION TRUST (advised by OpCap Advisors)
EQUITY PORTFOLIO seeks long-term capital appreciation through investment in
a diversified portfolio of equity securities selected on the basis of a
value oriented approach to investing.
MANAGED PORTFOLIO seeks to achieve growth of capital over time through
investment in a portfolio consisting of common stocks, bonds and cash
equivalents, the percentages of which will vary based on the portfolio
manager's assessments of the relative outlook for such investments.
MID CAP PORTFOLIO seeks long-term capital appreciation through investment
in a diversified portfolio of equity securities. The portfolio will invest
primarily in companies with market capitalizations of between $500 million
and $5 billion.
SMALL CAP PORTFOLIO seeks capital appreciation through investment in a
diversified portfolio of equity securities of companies with market
capitalizations of under $1 billion.
SUN CAPITAL ADVISERS TRUST (advised by Sun Capital Advisers, Inc., an affiliate
of the Company)
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, including those issued by U.S. and
foreign companies (including companies in emerging market countries), the
U.S. Government and its agencies and instrumentalities (including those
which issue mortgage-backed securities), foreign governments (including
those of emerging market countries),
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and multinational organizations such as the World Bank. 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 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, including
those issued by U.S. and foreign banks, corporate issuers, the U.S.
Government and its agencies and instrumentalities, foreign governments and
multinational organizations such as the World Bank. The fund may invest in
all types of money market securities, including commercial paper,
certificates of deposit, bankers' acceptances, mortgage-backed and
asset-backed securities, repurchase agreements and other short-term debt
securities.
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 trusts and other real
estate companies. The Fund generally focuses its investments in equity
REITs, which invest most of their assets directly in U.S. or foreign real
property, receive most of their income from rents and may also realize
gains by selling appreciated properties.
WARBURG PINCUS TRUST (advised by Warburg Pincus Asset Management, Inc.
("Warburg"); Warburg has retained Abbott Capital Management, L.P. regarding
investments in private investment funds for the Post-Venture Capital Portfolio.)
EMERGING MARKETS PORTFOLIO seeks long-term growth of capital by investing
primarily in equity securities of non-United States issuers consisting of
companies in emerging securities markets.
INTERNATIONAL EQUITY PORTFOLIO seeks long-term capital appreciation by
investing in equity securities of non-U.S. issuers.
POST-VENTURE CAPITAL PORTFOLIO seeks long-term growth of capital by
investing primarily in equity securities of issuers in their post-venture
capital stage of development and pursues an aggressive investment strategy.
SMALL COMPANY GROWTH PORTFOLIO seeks capital growth by investing in equity
securities of small-sized domestic companies.
The Funds may also be available to registered separate accounts offering
variable annuity and variable life products of other affiliated and unaffiliated
insurance companies, as well as to the Variable Account and other separate
accounts of the Company. Although we do not anticipate any disadvantages to
this, there is a possibility that a material conflict may arise between the
interests of the Variable Account and one or more of the other separate accounts
participating in the Funds. A conflict may occur due to a change in law
affecting the operations of variable life and variable annuity separate
accounts, differences in the voting instructions of the Participants and Payees
and those of other companies, or some other reason. In the event of conflict, we
will take any steps necessary to protect Participants and Payees, including
withdrawal of the Variable Account from participation in the underlying Funds
which are involved in the conflict or substitution of shares of other Funds.
Certain of the investment advisers to the Funds may reimburse us for
administrative costs in connection with administering the Funds as options under
the Contracts. These amounts are not charged to the Funds or Participants, but
are paid from assets of the advisers.
Certain publically available mutual funds may have similar investment
goals and principal investment policies and risks as one or more of the Funds,
and may be managed by a Fund's portfolio managers(s). While a Fund may have many
similarities to these other funds, its investment performance will differ from
their investment performance. This is due to a number of differences between a
Fund and these similar products, including differences in sales charges, expense
ratios and cash flows.
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THE FIXED ACCOUNT
The Fixed Account is made up of all the general assets of the Company
other than those allocated to any separate account. Amounts you allocate to
Guarantee Periods become part of the Fixed Account, and are available to fund
the claims of all classes of our customers, including claims for benefits under
the Contracts.
We will invest the assets of the Fixed Account in those assets we choose
that are allowed by applicable state insurance laws. In general, these laws
permit investments, within specified limits and subject to certain
qualifications, in federal, state and municipal obligations, corporate bonds,
preferred and common stocks, real estate mortgages, real estate and certain
other investments. We intend to invest primarily in investment-grade fixed
income securities (i.e. rated by a nationally recognized rating service within
the four highest grades) or instruments we believe are of comparable quality. We
are not obligated to invest amounts allocated to the Fixed Account according to
any particular strategy, except as may be required by applicable state insurance
laws. You will not have a direct or indirect interest in the Fixed Account
investments.
THE FIXED ACCOUNT OPTIONS:
THE GUARANTEE PERIODS
You may elect one or more Guarantee Period(s) from those we make available
from time to time. We publish Guaranteed Interest Rates for each Guarantee
Period offered. We may change the Guaranteed Interest Rates we offer from time
to time, but no Guaranteed Interest Rate will ever be less than 3% per year,
compounded annually. Also, once we have accepted your allocation to a particular
Guarantee Period, we promise that the Guaranteed Interest Rate applicable to
that allocation will not change for the duration of the Guarantee Period.
We determine Guaranteed Interest Rates in our discretion. We do not have a
specific formula for establishing the rates for different Guarantee Periods. Our
determination will be influenced by the interest rates on fixed income
investments in which we may invest with amounts allocated to the Guarantee
Periods. We will also consider other factors in determining these rates,
including regulatory and tax requirements, sales commissions and administrative
expenses borne by us, general economic trends and competitive factors. We cannot
predict the level of future interest rates.
We may from time to time in our discretion offer interest rate specials
for new Purchase Payments that are higher than the rates we are then offering
for renewals or transfers.
Early withdrawals from your allocation to a Guarantee Period, including
cash withdrawals, transfers, and commencement of an annuity, may be subject to a
Market Value Adjustment, which could decrease or increase the value of your
Account. See "Cash Withdrawals, Withdrawal Charge, and Market Value Adjustment."
THE ACCUMULATION PHASE
During the Accumulation Phase of your Contract, you make payments into
your Account, and your earnings accumulate on a tax-deferred basis. The
Accumulation Phase begins with our acceptance of your first Purchase Payment and
ends the Business Day before your Annuity Commencement Date. The Accumulation
Phase will end sooner if you surrender your Contract or the Annuitant dies
before the Annuity Commencement Date.
ISSUING YOUR CONTRACT
When you purchase a Contract, a completed Application and the initial
Purchase Payment are sent to us for acceptance. When we accept an Individual
Contract, we issue the Contract to you. When we accept a Group Contract, we
issue the Contract to the Owner; we issue a Certificate to you as a Participant
when we accept your Application.
We will credit your initial Purchase Payment to your Account within two
business days of receiv-
ing your completed Application. If your Application is not complete, we will
notify you. If we do not
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have the necessary information to complete the Application within 5 business
days, we will send your money back to you or ask your permission to retain your
Purchase Payment until the Application is made complete. Then we will apply the
Purchase Payment within 2 business days of when the Application is complete.
AMOUNT AND FREQUENCY OF PURCHASE PAYMENTS
The amount of Purchase Payments may vary; however, we will not accept an
initial Purchase Payment of less than $25,000, and each additional Purchase
Payment must be at least $1,000, unless we waive these limits. In addition, we
will not accept a Purchase Payment if your Account Value is over $1 million, or
if the Purchase Payment would cause your Account Value to exceed $1 million,
unless we have approved the Payment in advance. Within these limits, you may
make Purchase Payments at any time during the Accumulation Phase.
ALLOCATION OF NET PURCHASE PAYMENTS
You may allocate your Purchase Payments among the different Sub-Accounts
and Guarantee Periods we offer. At any time, you may have amounts allocated
among up to 18 of the available options.
In your Application, you may specify the percentage of each Purchase
Payment to be allocated to each Sub-Account or Guarantee Period. These
percentages are called your allocation factors. You may change the allocation
factors for future Payments by sending us written notice of the change, on our
required form. We will use your new allocation factors for the first Purchase
Payment we receive with or after we have received notice of the change, and for
all future Purchase Payments, until we receive another change notice.
Although it is currently not our practice, we may deduct applicable
premium or similar taxes from your Purchase Payments. See "Contract Charges --
Premium Taxes." In that case, we will credit your Net Purchase Payment, which is
the Purchase Payment minus the amount of those taxes.
YOUR ACCOUNT
When we accept your first Purchase Payment, we establish an Account for
you, which we maintain throughout the Accumulation Phase of your Contract.
YOUR ACCOUNT VALUE
Your Account Value is the sum of the value of the two components of your
Contract: the Variable Account portion of your Contract ("Variable Account
Value") and the Fixed Account portion of your Contract ("Fixed Account Value").
These two components are calculated separately, as described below.
VARIABLE ACCOUNT VALUE
VARIABLE ACCUMULATION UNITS
In order to calculate your Variable Account Value, we use a measure called
a Variable Accumulation Unit for each Sub-Account. Your Variable Account Value
is the sum of your Account Value in each Sub-Account, which is the number of
your Variable Accumulation Units for that Sub-Account times the value of each
Unit.
VARIABLE ACCUMULATION UNIT VALUE
The value of each Variable Accumulation Unit in a Sub-Account reflects the
net investment performance of that Sub-Account. We determine that value once on
each day that the New York Stock Exchange is open for trading (a "Business
Day"), at the close of trading, which is currently 4:00 p.m.,
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Eastern Time. The period that begins at the time Variable Accumulation Units are
valued on a Business Day and ends at that time on the next Business Day is
called a Valuation Period. On days other than Business Days, the value of a
Variable Accumulation Unit does not change.
To measure these values, we use a factor -- which we call the Net
Investment Factor -- which represents the net return on the Sub-Account's
assets. At the end of any Valuation Period, the value of a Variable Accumulation
Unit for a Sub-Account is equal to the value of that Sub-Account's Variable
Accumulation Units at the end of the previous Valuation Period, multiplied by
the Net Investment Factor. We calculate the Net Investment Factor by dividing
(1) the net asset value of a Series share held in the Sub-Account at the end of
that Valuation Period, plus the per share amount of any dividend or capital
gains distribution made by that Series during the Valuation Period, by (2) the
net asset value per share of the Series share at the end of the previous
Valuation Period; we then deduct a factor representing the mortality and expense
risk charge and administrative expense charge. See "Contract Charges."
For a hypothetical example of how we calculate the value of a Variable
Accumulation Unit, see the Statement of Additional Information.
CREDITING AND CANCELING VARIABLE ACCUMULATION UNITS
When we receive an allocation to a Sub-Account, either from a Net Purchase
Payment or a transfer of Account Value, we credit that amount to your Account in
Variable Accumulation Units. Similarly, we cancel Variable Accumulation Units
when you transfer or withdraw amounts from a Sub-Account, or when we deduct
certain charges under the Contract. We determine the number of Units credited or
canceled by dividing the dollar amount by the Variable Accumulation Unit value
for that Sub-Account at the end of the Valuation Period during which the
transaction or charge is effective.
FIXED ACCOUNT VALUE
Your Fixed Account value is the sum of all amounts allocated to Guarantee
Periods, either from Net Purchase Payments, transfers or renewals, plus interest
credited on those amounts, and minus withdrawals, transfers out of Guarantee
Periods, and any deductions for charges under the Contract taken from your Fixed
Account Value.
CREDITING INTEREST
We credit interest on amounts allocated to a Guarantee Period at the
applicable Guaranteed Interest Rate for the duration of the Guarantee Period.
The Guarantee Period begins the day we apply your allocation and ends when the
number of calendar years (or months if the Guarantee Period is less than one
year) in the Guarantee Period (measured from the end of the calendar month in
which the amount was allocated to the Guarantee Period) have elapsed. The last
day of the Guarantee Period is its Expiration Date. During the Guarantee Period,
we credit interest daily at a rate that yields the Guaranteed Interest Rate on
an annual effective basis.
GUARANTEE AMOUNTS
Each separate allocation you make to a Guarantee Period, together with
interest credited thereon, is called a Guarantee Amount. Each Guarantee Amount
is treated separately for purposes of determining the Market Value Adjustment.
RENEWALS
We will notify you in writing between 45 and 75 days before the Expiration
Date for any Guarantee Amount. A new Guarantee Period of the same duration will
begin automatically for that Guarantee Amount on the first day following the
Expiration Date, unless before the Expiration Date we receive (1) written notice
from you electing a different Guarantee Period from among those we then offer or
(2) instructions to transfer all or some of the Guarantee Amount to one or more
Sub-
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Accounts, in accordance with the transfer privilege provisions of the Contract.
Each new allocation to a Guarantee Period must be at least $1,000.
EARLY WITHDRAWALS
If you withdraw, transfer, or annuitize an allocation to a Guarantee
Period before the Expiration Date, we will apply a Market Value Adjustment to
the transaction. This could result in an increase or decrease of your Account
Value, depending on interest rates at the time. You bear the risk that you will
receive less than your principal if the Market Value Adjustment applies.
TRANSFER PRIVILEGE
PERMITTED TRANSFERS
During the Accumulation Phase, you may transfer all or part of your
Account Value to one or more Sub-Accounts or Guarantee Periods then available,
subject to the following restrictions:
- you may not make more than 12 transfers in any Account Year;
- the amount transferred from a Sub-Account must be at least $1,000
unless you are transferring your entire balance in that Sub-Account;
- your Account Value remaining in a Sub-Account must be at least $1,000;
- the amount transferred from a Guarantee Period must be the entire
Guarantee Amount, except for transfers of interest credited during the
current Account Year;
- at least 30 days must elapse between transfers to or from Guarantee
Periods;
- transfers to or from Sub-Accounts are subject to terms and conditions
that may be imposed by the Series Fund; and
- we impose additional restrictions on market timers, which are further
described below.
These restrictions do not apply to transfers made under an approved dollar
cost averaging program.
There is usually no charge imposed on transfers; however, we reserve the
right to impose a transfer charge of $15 for each transfer. Transfers out of a
Guarantee Period more than 30 days before expiration of the period will be
subject to the Market Value Adjustment described below. Under current law there
is no tax liability for transfers.
REQUESTS FOR TRANSFERS
You may request transfers in writing or by telephone. The telephone
transfer privilege is available automatically, and does not require your written
election. We will require personal identifying information to process a request
for transfer made by telephone. We will not be liable for following instructions
communicated by telephone that we reasonably believe are genuine.
If we receive your transfer request before 4:00 p.m. Eastern Time on a
Business Day, it will be effective that day. Otherwise, it will be effective the
next Business Day.
MARKET TIMERS
The Contracts are not designed for professional market timing
organizations or other entities using programmed and frequent transfers. If you
wish to employ such strategies, you should not purchase a Contract. Accordingly,
transfers may be subject to restrictions if exercised by a market timing firm or
any other third party authorized to initiate transfer transactions on behalf of
multiple Participants. In imposing such restrictions, we may, among other
things, not accept (1) the transfer instructions of any agent acting under a
power of attorney on behalf of more than one Participant, or (2) the transfer
instructions of individual Participants who have executed preauthorized transfer
forms that are submitted at the same time by market timing firms or other third
parties on behalf of more than one Participant. We will not impose these
restrictions unless our actions are reasonably intended to prevent
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the use of such transfers in a manner that will disadvantage or potentially
impair the Contract rights of other Participants.
In addition, the Funds have reserved the right to temporarily or
permanently refuse exchange requests from the Variable Account if, in the
judgment of the Funds' investment advisor, the Fund would be unable to invest
effectively in accordance with its investment objective and policies, or would
otherwise potentially be adversely affected. In particular, a pattern of
exchanges that coincide with a market timing strategy may be disruptive to a
Fund and therefore may be refused. Accordingly, the Variable Account may not be
in a position to effectuate transfers and may refuse transfer requests without
prior notice. We also reserve the right, for similar reasons, to refuse or delay
exchange requests involving transfers to or from the Fixed Account.
WAIVERS; REDUCED CHARGES; CREDITS; BONUS GUARANTEED INTEREST RATES
We may reduce or waive the withdrawal charge or Account Fee, credit
additional amounts, or grant bonus Guaranteed Interest Rates in certain
situations. These situations may include sales of Contracts (1) where selling
and/or maintenance costs associated with the Contracts are reduced, such as the
sale of several Contracts to the same Participant, sales of large Contracts, and
certain group sales, and (2) to officers, directors and employees of the Company
or its affiliates, registered representatives and employees of broker-dealers
with a current selling agreement with the Company and affiliates of such
representatives and broker-dealers, employees of affiliated asset management
firms, and persons who have retired from such positions ("Eligible Employees")
and immediate family members of Eligible Employees. Eligible Employees and their
immediate family members may also purchase a Contract without regard to minimum
Purchase Payment requirements. For other situations in which withdrawal charges
may be waived, see "Withdrawals, Withdrawal Charge and Market Value Adjustment."
OPTIONAL PROGRAMS
DOLLAR COST AVERAGING
Dollar cost averaging allows you to invest gradually, over time, in up to
4 Sub-Accounts. You may select one of the following dollar cost averaging
programs at no extra charge by allocating a minimum of $1,000 to a designated
Sub-Account or to a Guarantee Period we make available in connection with the
program.
1. Monthly Dollar Cost Averaging Option: Amounts allocated will be divided
among 12 separate sequentially maturing Guarantee Periods. The first
Guarantee Period ends one full calendar month following the date the
Purchase Payment is applied and each subsequent Guarantee Period shall
end one full calendar month later, sequentially thereafter. The
Guarantee Amount at the Expiration Date of each such Guarantee Period
will equal 1/12 of the Purchase Payment applied under this Option, with
the Guarantee Amount at the last Expiration Date including all interest
earned in the 12 Guarantee Periods.
2. Quarterly Dollar Cost Averaging: Amounts allocated will be divided
among four separate sequentially maturing Guarantee Periods. The first
Guarantee Period ends three full calendar months following the date the
Purchase Payment is applied and each subsequent Guarantee Period shall
end three full calendar months later, sequentially thereafter. The
Guarantee Amount at the Expiration Date of each such Guarantee Period
will equal 1/4 of the Purchase Payment applied under this Option, with
the Guarantee Amount at the last Expiration Date including all interest
earned in the four Guarantee Periods.
Only Purchase Payments may be allocated to a dollar cost averaging
program. Previously applied amounts may not be transferred to a dollar cost
averaging program.
If you discontinue or alter the program, a Market Value Adjustment will
apply to amounts remaining in the Fixed Account and this amount will be
transferred to the Money Market Sub-Account, unless you instruct us to allocate
the amount to another Sub-Account.
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The main objective of a dollar cost averaging program is to minimize the
impact of short-term price fluctuations on Account Value. Since you transfer the
same dollar amount to the variable investment options at set intervals, dollar
cost averaging allows you to purchase more Variable Accumulation Units (and,
indirectly, more Fund shares) when prices are low and fewer Variable
Accumulation Units (and, indirectly, fewer Fund shares) when prices are high.
Therefore, you may achieve a lower average cost per Variable Accumulation Unit
over the long term. A dollar cost averaging program allows you to take advantage
of market fluctuations. However, it is important to understand that a dollar
cost averaging program does not assure a profit or protect against loss in a
declining market.
ASSET ALLOCATION
One or more asset allocation programs may be available in connection with
the Contracts, at no extra charge. Asset allocation is the process of investing
in different asset classes -- such as equity funds, fixed income funds, and
money market funds -- depending on your personal investment goals, tolerance for
risk, and investment time horizon. By spreading your money among a variety of
asset classes, you may be able to reduce the risk and volatility of investing,
although there are no guarantees, and asset allocation does not insure a profit
or protect against loss in a declining market.
Currently, you may select one of three asset allocation models, each of
which represents a combination of Sub-Accounts with a different level of risk.
The available models are the conservative asset allocation model, the moderate
asset allocation model, and the aggressive asset allocation model. Each model
allocates a different percentage of Account Value to Sub-Accounts investing in
the various asset classes, with the conservative model allocating the lowest
percentage to Sub-Accounts investing in the equity asset class and the
aggressive model allocating the highest percentage to the equity asset class.
These models, as well as the terms and conditions of the asset allocation
program, are fully described in a separate brochure. Additional programs may be
available in the future.
If you elect an asset allocation program, we will automatically allocate
your Purchase Payments among the Sub-Accounts represented in the model you
choose. By your election of an asset allocation program, you thereby authorize
us to automatically reallocate your Account Value on a quarterly basis to
reflect the current composition of the model you have selected, without further
instruction, until we receive notification that you wish to terminate the
program, or choose a different model.
SYSTEMATIC WITHDRAWAL
If you have an Account Value of $10,000 or more, you may select our
Systematic Withdrawal Program.
Under the Systematic Withdrawal Program, you determine the amount and
frequency of regular withdrawals you would like to receive from your Fixed
and/or Variable Account Value and we will effect them automatically. You may
change or stop this program at any time, by written notice to us. Withdrawals
may be included in income and subject to a 10% federal tax penalty, as well as
all charges and any Market Value Adjustment applicable upon withdrawal. You
should consult your tax adviser before choosing this option.
PORTFOLIO REBALANCING PROGRAM
Under the Portfolio Rebalancing Program, we transfer funds among the
Sub-Accounts to maintain the percentage allocation you have selected among these
Sub-Accounts. At your election, we will make these transfers on a quarterly,
semi-annual or annual basis.
Portfolio Rebalancing does not permit transfers to or from any Guarantee
Period.
WITHDRAWALS, WITHDRAWAL CHARGE AND MARKET VALUE ADJUSTMENT
CASH WITHDRAWALS
REQUESTING A WITHDRAWAL
At any time during the Accumulation Phase you may withdraw in cash all or
any portion of your Account Value. To make a withdrawal, you must send us a
written request at our Annuity Service
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Mailing Address. Your request must specify whether you want to withdraw the
entire amount of your Account or, if less, the amount you wish to withdraw.
All withdrawals may be subject to a withdrawal charge (see "Withdrawal
Charge" below) and withdrawals from your Fixed Account Value also may be subject
to a Market Value Adjustment (see "Market Value Adjustment" below). Upon request
we will notify you of the amount we would pay in the event of a full or partial
withdrawal. Withdrawals also may have adverse federal income tax consequences,
including a 10% penalty tax. See "Federal Tax Status." You should carefully
consider these tax consequences before requesting a cash withdrawal.
FULL WITHDRAWALS
If you request a full withdrawal, we calculate the amount we will pay you
as follows. We start with the total value of your Account at the end of the
Valuation Period during which we receive your withdrawal request; we deduct the
Account Fee for the Account Year in which the withdrawal is made; we add or
subtract the amount of any Market Value Adjustment applicable to your Fixed
Account Value; and finally, we deduct any applicable withdrawal charge.
A full withdrawal results in the surrender of your Contract, and
cancellation of all rights and privileges under your Contract.
PARTIAL WITHDRAWALS
If you request a partial withdrawal we will pay you the actual amount
specified in your request and then reduce the value of your Account by deducting
the amount paid, adding or deducting any Market Value Adjustment applicable to
amounts withdrawn from the Fixed Account, and deducting any applicable
withdrawal charge.
You may specify the amount you want withdrawn from each Sub-Account and/or
Guarantee Amount to which your Account is allocated. If you do not so specify,
we will deduct the total amount you request pro rata, based on your allocations
at the end of the Valuation Period during which we receive your request.
If you request a partial withdrawal that would result in your Account
Value being reduced to an amount less than the Account Fee for the Account Year
in which you make the withdrawal, we will treat it as a request for a full
withdrawal.
TIME OF PAYMENT
We will pay you the applicable amount of any full or partial withdrawal
within 7 days after we receive your withdrawal request, except in cases where we
are permitted to defer payment under the Investment Company Act of 1940 and
applicable state insurance law. Currently, we may defer payment of amounts you
withdraw from the Variable Account only for the following periods:
- when the New York Stock Exchange is closed (except weekends and
holidays) or when trading on the New York Stock Exchange is restricted;
- when it is not reasonably practical to dispose of securities held by
the Series Fund or to determine the value of the net assets of the
Series Fund, because an emergency exists; or
- when an SEC order permits us to defer payment for the protection of
Participants.
We also may defer payment of amounts you withdraw from the Fixed Account for up
to 6 months from the date we receive your withdrawal request. We do not pay
interest on the amount of any payments we defer.
WITHDRAWAL RESTRICTIONS FOR QUALIFIED PLANS
If yours is a Qualified Contract, you should carefully check the terms of
the plan for limitations and restrictions on cash withdrawals.
Special restrictions apply to withdrawals from Contracts used for Section
403(b) annuities. See "Federal Tax Status -- Tax-Sheltered Annuities."
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WITHDRAWAL CHARGE
We do not deduct any sales charge from your Purchase Payments when they
are made. However, we may impose a withdrawal charge (known as a "contingent
deferred sales charge") on certain amounts you withdraw. We impose this charge
to defray some of our expenses related to the sale of the Contracts, such as
commissions we pay to agents, the cost of sales literature, and other
promotional costs and transaction expenses.
AMOUNT OF WITHDRAWAL CHARGE
A withdrawal charge of 1% is applied to Purchase Payments you withdraw
which have been credited to a your Account for less than one year (365 days).
ORDER OF WITHDRAWAL
For purposes of a full or partial withdrawal, each withdrawal is allocated
to Purchase Payments you have not previously withdrawn on a first-in, first-out
basis until all Purchase Payments have been withdrawn. Once all Purchase
Payments have been withdrawn, any additional withdrawals will come from the
earnings on the Contract and are not subject to a withdrawal charge. The amount
subject to a withdrawal charge is the amount of the partial or full withdrawal
up to a maximum of the sum of all Purchase Payments you have not previously
withdrawn.
TYPES OF WITHDRAWALS NOT SUBJECT TO WITHDRAWAL CHARGE
We do not impose a withdrawal charge on withdrawals from the Accounts of
(a) our employees, (b) employees of our affiliates, or (c) licensed insurance
agents who sell the Contracts. We also may waive withdrawal charges with respect
to Purchase Payments derived from the surrender of other annuity contracts we
issue.
For each Qualified Contract, no withdrawal charge will apply to any
amounts required to be withdrawn to comply with the minimum distribution
requirement of the Internal Revenue Code. This applies only to the portion of
the required minimum distribution attributable to that Qualified Contract.
We do not impose the withdrawal charge on amounts you apply to provide an
annuity, amounts we pay as a death benefit, or amounts you transfer among the
Sub-Accounts, between the Sub-Accounts and the Fixed Account, or within the
Fixed Account.
MARKET VALUE ADJUSTMENT
We will apply a market value adjustment if you withdraw or transfer
amounts from your Fixed Account Value more than 30 days before the end of the
applicable Guarantee Period. For this purpose, using Fixed Account Value to
provide an annuity is considered a withdrawal, and the Market Value Adjustment
will apply.
We apply the Market Value Adjustment separately to each Guarantee Amount
in the Fixed Account, that is, to each separate allocation you have made to a
Guarantee Period together with interest credited on that allocation.
A Market Value Adjustment may decrease, increase or have no effect on your
Account Value. This will depend on changes in interest rates since you made your
allocation to the Guarantee Period and the length of time remaining in the
Guarantee Period. In general, if the Guaranteed Interest Rate we currently
declare for Guarantee Periods equal to the balance of your Guarantee Period (or
your entire Guarantee Period for Guarantee Periods of less than one year) is
higher than your Guaranteed Interest Rate, the Market Value Adjustment is likely
to decrease your Account Value. If our current Guaranteed Interest Rate is
lower, the Market Value Adjustment is likely to increase your Account Value.
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We determine the amount of the Market Value Adjustment by multiplying the
amount that is subject to the adjustment by the following formula:
<TABLE>
<C> <C>
N/12
1 + I
( ------ ) -1
1 + J
</TABLE>
where:
I is the Guaranteed Interest Rate applicable to the Guarantee Amount from
which you withdraw, transfer or annuitize;
J is the Guaranteed Interest Rate we declare at the time of your
withdrawal, transfer or annuitization for Guarantee Periods equal to the length
of time remaining in the Guarantee Period applicable to your Guarantee Amount,
rounded to the next higher number of complete years, for Guarantee Periods of
one year or more. For any Guarantee Periods of less than one year, J is the
Guaranteed Interest Rate we declare at the time of your withdrawal, transfer or
annuitization for a Guarantee Period of the same length as your Guarantee
Period. If, at that time, we do not offer the applicable Guarantee Period we
will use an interest rate determined by straight-line interpolation of the
Guaranteed Interest Rates for the Guarantee Periods we do offer; and
N is the number of complete months remaining in your Guarantee Period.
We will apply the Market Value Adjustment to the amount being withdrawn
after deduction of any Account Fee, if applicable, but before we impose any
withdrawal charge on the amount withdrawn.
For examples of how we calculate the Market Value Adjustment, see Appendix
B.
CONTRACT CHARGES
ACCOUNT FEE
Each year during the Accumulation Phase of your Contract we will deduct
from your Account an Account Fee to help cover the administrative expenses we
incur related to the issuance of Contracts and the maintenance of Accounts. We
deduct the Account Fee on each Account Anniversary, which is the anniversary of
the first day of the month after we issue your Contract. The Account Fee is $50.
We deduct the Account Fee pro rata from each Sub-Account and each Guarantee
Amount, based on the allocation of your Account Value on your Account
Anniversary. We will not charge you the Account Fee if your Account Value is
more than $100,000 on your Account Anniversary.
If you make a full withdrawal of your Account, we will deduct the full
amount of the Account Fee at the time of the withdrawal. In addition, on the
Annuity Commencement Date we will deduct a pro rata portion of the Account Fee
to reflect the time elapsed between the last Account Anniversary and the day
before the Annuity Commencement Date.
After the Annuity Commencement Date, we will deduct an annual Account Fee
of $50 in the aggregate in equal amounts from each Variable Annuity payment we
make during the year. We do not deduct any fee from Fixed Annuity payments.
ADMINISTRATIVE EXPENSE CHARGE
We deduct an administrative expense charge from the assets of the Variable
Account at an annual effective rate equal to 0.15% during both the Accumulation
Phase and the Income Phase. This charge is designed to reimburse expenses we
incur in administering the Contracts, the Accounts and the Variable Account that
are not covered by the Account Fee.
MORTALITY AND EXPENSE RISK CHARGE
We deduct a mortality and expense charge from the assets of the Variable
Account at an effective annual rate equal to 1.00% during both the Accumulation
Phase and the Income Phase. The mortality risk we assume arises from our
contractual obligation to continue to make annuity payments
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to each Annuitant, regardless of how long the Annuitant lives and regardless of
how long all Annuitants as a group live. This obligation assures each Annuitant
that neither the longevity of fellow Annuitants nor an improvement in life
expectancy generally will have an adverse effect on the amount of any annuity
payment received under the contract. The expense risk we assume is the risk that
the Account Fee and administrative expense charge we assess under the Contracts
may be insufficient to cover the actual total administrative expenses we incur.
If the amount of the charge is insufficient to cover the mortality and expense
risks, we will bear the loss. If the amount of the charge is more than
sufficient to cover the risks, we will make a profit on the charge. We may use
this profit for any proper corporate purpose, including the payment of marketing
and distribution expenses for the Contracts.
PREMIUM TAXES
Some states and local jurisdictions impose a premium tax on us that is
equal to a specified percentage of the Purchase Payments you make. In many
states there is no premium tax. We believe that the amounts of applicable
premium taxes currently range from 0% to 3.5%. You should consult a tax adviser
to find out if your state imposes a premium tax and the amount of any tax.
In order to reimburse us for the premium tax we may pay on Purchase
Payments, our policy is to deduct the amount of such taxes from the amount you
apply to provide an annuity at the time of annuitization. However, we reserve
the right to deduct the amount of any applicable tax from your Account at any
time, including at the time you make a Purchase Payment or make a full or
partial withdrawal. We do not make any profit on the deductions we make to
reimburse premium taxes.
FUND EXPENSES
There are fees and charges deducted from each Fund. These fees and
expenses are described in the Fund's Prospectus and Statement of Additional
Information.
MODIFICATION IN THE CASE OF GROUP CONTRACTS
For Group Contracts, we may modify the Account Fee, the administrative
expense charge and the mortality and expense risk charge upon notice to Owners.
However, such modification will apply only with respect to Participant Accounts
established after the effective date of the modification.
DEATH BENEFIT
If the Annuitant dies during the Accumulation Phase, we will pay a death
benefit to your Beneficiary, using the payment method elected -- a single cash
payment or one of our Annuity Options. (If you have named more than one
Annuitant, the death benefit will be payable after the death of the last
surviving of the Annuitants.) If the Beneficiary is not living on the date of
death, we will pay the death benefit in one sum to you or to your estate if you
are the Annuitant. We do not pay a death benefit if the Annuitant dies during
the Income Phase. However, the Beneficiary will receive any payments provided
under an Annuity Option that is in effect.
If your spouse is your Beneficiary, upon your death (if you are the
Annuitant) your spouse may elect to continue the Contract as the Participant,
rather than receive the death benefit. In that case, the death benefit
provisions of the Contract will not apply until the death of your spouse. See
"Other Contract Provisions -- Death of Participant."
AMOUNT OF DEATH BENEFIT
To calculate the amount of your death benefit, we use a "Death Benefit
Date." The Death Benefit Date is the date we receive proof of the Annuitant's
death in an acceptable form ("Due Proof of Death") if you have elected a death
benefit payment method before the Annuitant's death and it remains effective.
Otherwise, the Death Benefit Date is the later of the date we receive Due Proof
of Death or the date we receive either the Beneficiary's election of payment
method, or if you were the Annuitant and the Beneficiary is your spouse, the
Beneficiary's election to continue the Contract. If we
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do not receive the Beneficiary's election within 60 days after we receive Due
Proof of Death, the Death Benefit Date will be the last day of the 60 day
period.
The amount of the death benefit is determined as of the Death Benefit
Date.
If the Annuitant was 85 or younger on your Contract Date (the date we
accepted your first Purchase Payment), the death benefit will be the greatest of
the following amounts:
1. Your Account Value for the Valuation Period during which the Death
Benefit Date occurs;
2. The amount we would pay if you had surrendered your entire Account on
the Death Benefit Date;
3. Your total Purchase Payments minus the sum of partial withdrawals from
your Account.
If the Annuitant was 86 or older on your Contract Date, the death benefit
is equal to amount (2) above; because this amount will reflect any applicable
withdrawal charges and Market Value Adjustment, it may be less than your Account
Value.
If the death benefit we pay is amount (2) or (3), your Account Value will
be increased by the excess, if any, of that amount over amount (1). Any such
increase will be allocated to the Sub-Accounts in proportion to your Account
Value in those Sub-Accounts on the Death Benefit Date. Also, any portion of this
new Account Value attributed to the Fixed Account will be transferred to the Sun
Capital Money Market Sub-Account (without the application of a Market Value
Adjustment). The Beneficiary may then transfer to the Fixed Account and begin a
new Guarantee Period.
METHOD OF PAYING DEATH BENEFIT
The death benefit may be paid in a single cash payment or as an annuity
(either fixed, variable or a combination), under one or more of our Annuity
Options. We describe the Annuity Options in this Prospectus under "Income Phase
- -- Annuity Provisions."
During the Accumulation Phase, you may elect the method of payment for the
death benefit. If no such election is in effect on the date of the Annuitant's
death, the Beneficiary may elect either a single cash payment or an annuity. If
you were the Annuitant and the Beneficiary is your spouse, the Beneficiary may
elect to continue the Contract. These elections are made by sending us a
completed election form, which we will provide. If we do not receive the
Beneficiary's election within 60 days after we receive Due Proof of Death, we
will pay the death benefit in a single cash payment.
If we pay the death benefit in the form of an Annuity Option, the
Beneficiary becomes the Annuitant under the terms of that Annuity Option.
Neither you nor the Beneficiary may exercise rights that would adversely
affect the treatment of the Contract as an annuity contract under the Internal
Revenue Code. (See "Other Contract Provisions -- Death of Participant.")
SELECTION AND CHANGE OF BENEFICIARY
You select your Beneficiary in your Application. You may change your
Beneficiary at any time while the Annuitant is living by sending us written
notice on our required form, unless you previously made an irrevocable
Beneficiary designation. A new Beneficiary designation is not effective until we
record the change.
PAYMENT OF DEATH BENEFIT
Payment of the death benefit in cash will be made within 7 days of the
Death Benefit Date, except if we are permitted to defer payment in accordance
with the Investment Company Act of 1940. If an Annuity Option is elected, the
Annuity Commencement Date will be the first day of the second calendar month
following the Death Benefit Date, and your Account will remain in effect until
the Annuity Commencement Date.
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DUE PROOF OF DEATH
We accept the following as proof of any person's death:
- an original certified copy of an official death certificate;
- an original certified copy of a decree of a court of competent
jurisdiction as to the finding of death; or
- any other proof we find satisfactory.
THE INCOME PHASE -- ANNUITY PROVISIONS
During the Income Phase, we make regular monthly payments to your
Annuitant.
The Income Phase of your Contract begins with the Annuity Commencement
Date. On that date, we apply your Account Value, adjusted as described below,
under the Annuity Option or Options you have selected, and we make the first
payment.
Once the Income Phase begins, no lump sum settlement option or cash
withdrawals are permitted, except pursuant to Annuity Option D, Monthly Payments
for a Specified Period Certain, as described below under the heading "Annuity
Options," and you cannot change the Annuity Option selected. You may request a
full withdrawal before the Annuity Commencement Date, which will be subject to
all charges applicable on withdrawals. See "Cash Withdrawals, Withdrawal Charge
and Market Value Adjustment."
SELECTION OF THE ANNUITANT OR CO-ANNUITANT
You select the Annuitant in your Application. The Annuitant is the person
who receives payments during the Income Phase and on whose life these payments
are based. In your Contract, the Annuity Options refer to the Annuitant as the
"Payee."
In a Non-Qualified Contract, if you name someone other than yourself as
Annuitant, you may also select a Co-Annuitant, who will become the new Annuitant
if the original Annuitant dies before the Income Phase. If you have named a
Co-Annuitant, the death benefit payable under the Contract will only be paid
following the death of the last surviving of the Annuitants. If you have named
both an Annuitant and a Co-Annuitant, you may designate one of them to become
the sole Annuitant as of the Annuity Commencement Date, if both are living at
that time. If you have not made that designation on the 30th day before the
Annuity Commencement Date, and both the Annuitant and the Co-Annuitant are still
living, the Co-Annuitant will become the Annuitant.
When an Annuity Option has been selected as the method of paying the death
benefit, the Beneficiary is the Annuitant.
SELECTION OF THE ANNUITY COMMENCEMENT DATE
You select the Annuity Commencement Date in your Application. The
following restrictions apply to the date you may select:
- The earliest possible Annuity Commencement date is the first day of the
second month following your Contract Date.
- The latest possible Annuity Commencement Date is the first day of the
month following the Annuitant's 95th birthday or, if there is a
Co-Annuitant, the 95th birthday of the younger of the Annuitant and
Co-Annuitant.
- The Annuity Commencement Date must always be the first day of a month.
You may change the Annuity Commencement Date from time to time by sending
us written notice, with the following additional limitations:
- We must receive your notice at least 30 days before the current Annuity
Commencement Date.
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- The new Annuity Commencement Date must be at least 30 days after we
receive the notice.
There may be other restrictions on your selection of the Annuity
Commencement Date imposed by your retirement plan or applicable law. In most
situations, current law requires that for a Qualified Contract certain minimum
distributions must commence no later than April 1 following the year the
Annuitant reaches age 70 1/2 (or, for Qualified Contracts other than IRAs, no
later than April 1 following the year the Annuitant retires, if later than the
year the Annuitant reaches age 70 1/2).
ANNUITY OPTIONS
We offer the following Annuity Options for payments during the Income
Phase. Each Annuity Option may be selected for either a Variable Annuity, a
Fixed Annuity, or a combination of both except that Option E is available only
for a Fixed Annuity. We may also agree to other settlement options, in our
discretion.
ANNUITY OPTION A -- LIFE ANNUITY
We provide monthly payments during the lifetime of the Annuitant. Annuity
payments stop when the Annuitant dies. There is no provision for continuation of
any payments to a Beneficiary.
ANNUITY OPTION B -- LIFE ANNUITY WITH 60, 120, 180 OR 240 MONTHLY PAYMENTS
CERTAIN
We make monthly payments during the lifetime of the Annuitant. In
addition, we guarantee that the Beneficiary will receive monthly payments for
the remainder of the period certain, if the Annuitant dies during that period.
The election of a longer period results in smaller monthly payments. If no
Beneficiary is designated, we pay the discounted value of the remaining payments
in one sum to the Annuitant's estate. The Beneficiary may also elect to receive
the discounted value of the remaining payments in one sum. The discount rate for
a Variable Annuity will be the assumed interest rate in effect; the discount
rate for a Fixed Annuity will be based on the interest rate we used to determine
the amount of each payment.
ANNUITY OPTION C -- JOINT AND SURVIVOR ANNUITY
We make monthly payments during the lifetime of the Annuitant and another
person you designate and during the lifetime of the survivor of the two. We stop
making payments when the last survivor dies. There is no provision for
continuance of any payments to a Beneficiary.
*ANNUITY OPTION D -- MONTHLY PAYMENTS FOR A SPECIFIED PERIOD CERTAIN
We make monthly payments for a specified period of time from 5 to 30
years, as you elect. If payments under this option are paid on a variable
annuity basis, the Annuitant may elect to receive in one sum the discounted
value of the remaining payments, less any applicable withdrawal charge. The
discount rate for a Variable Annuity will be the assumed interest rate in
effect. If the Annuitant dies during the period selected, the remaining income
payments are made as described under Annuity Option B. The election of this
Annuity Option may result in the imposition of a penalty tax.
*ANNUITY OPTION E -- FIXED PAYMENTS
We hold the portion of your Adjusted Account Value selected for this
option at interest, and make fixed payments in such amounts and at such times as
you and we may agree. We continue making payments until the amount we hold is
exhausted. The final payment will be for the remaining balance and may be less
than the previous installments. We will credit interest yearly on the amount
remaining unpaid at a rate we determine from time to time, but never less than
3% per year (or a higher rate if specified in your Contract) compounded
annually. We may change the rate at any time, but will not reduce it more
frequently than once each calendar year.
- ------------------------
* The election of this Annuity Option may result in the imposition of a penalty
tax.
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SELECTION OF ANNUITY OPTION
You select one or more of the Annuity Options, which you may change from
time to time during the Accumulation Phase, as long as we receive your selection
or change in writing at least 30 days before the Annuity Commencement Date. If
we have not received your written selection on the 30th day before the Annuity
Commencement Date, you will receive Annuity Option B, for a life annuity with
120 monthly payments certain.
You may specify the proportion of your Adjusted Account Value you wish to
provide a Variable Annuity or a Fixed Annuity. Under a Variable Annuity, the
dollar amount of payments will vary, while under a Fixed Annuity, the dollar
amount of payments will remain the same. If you do not specify a Variable
Annuity or a Fixed Annuity, your Adjusted Account Value will be divided between
Variable Annuities and Fixed Annuities in the same proportions as your Account
Value was divided between the Variable and Fixed Accounts on the Annuity
Commencement Date. You may allocate your Adjusted Account Value applied to a
Variable Annuity among the Sub-Accounts, or we will use your existing
allocations.
There may be additional limitations on the options you may elect under
your particular retirement plan or applicable law.
REMEMBER THAT THE ANNUITY OPTIONS MAY NOT BE CHANGED ONCE ANNUITY PAYMENTS
BEGIN.
AMOUNT OF ANNUITY PAYMENTS
ADJUSTED ACCOUNT VALUE
The Adjusted Account Value is the amount we apply to provide a Variable
Annuity and/or a Fixed Annuity. We calculate Adjusted Account Value by taking
your Account Value on the Business Day just before the Annuity Commencement Date
and making the following adjustments:
- We deduct a proportional amount of the Account Fee, based on the
fraction of the current Account Year that has elapsed;
- If applicable, we apply the Market Value Adjustment to your Account
Value in the Fixed Account, which may result in a deduction, an
addition, or no change; and
- We deduct any applicable premium tax or similar tax if not previously
deducted.
VARIABLE ANNUITY PAYMENTS
Variable Annuity payments may vary each month. We determine the dollar
amount of the first payment using the portion of your Adjusted Account Value
applied to a Variable Annuity and the Annuity Payment Rates in your Contract,
which are based on an assumed interest rate of 3% per year, compounded annually.
See "Annuity Payment Rates."
To calculate the remaining payments, we convert the amount of the first
payment into Annuity Units for each Sub-Account; we determine the number of
those Annuity Units by dividing the portion of the first payment attributable to
the Sub-Account by the Annuity Unit Value of that Sub-Account for the Valuation
Period ending just before the Annuity Commencement Date. This number of Annuity
Units for each Sub-Account will remain constant (unless the Annuitant requests
an exchange of Annuity Units). However, the dollar amount of the next Variable
Annuity payment -- which is the sum of the number of Annuity Units for each
Sub-Account times its Annuity Unit Value for the Valuation Period ending just
before the date of the payment -- will increase, decrease, or remain the same,
depending on the net investment return of the Sub-Accounts.
If the net investment return of the Sub-Accounts selected is the same as
the assumed interest rate of 3%, compounded annually, the payments will remain
level. If the net investment return exceeds the assumed interest rate, payments
will increase and, conversely, if it is less than the assumed interest rate,
payments will decrease.
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Please refer to the Statement of Additional Information for more
information about calculating Variable Annuity Units and Variable Annuity
payments, including examples of these calculations.
FIXED ANNUITY PAYMENTS
Fixed Annuity payments are the same each month. We determine the dollar
amount of each Fixed Annuity payment using the fixed portion of your Adjusted
Account Value and the applicable Annuity Payment Rates. These will be either (1)
the rates in your Contract, which are based on a minimum guaranteed interest
rate of 3% per year, compounded annually, or (2) new rates we have published and
are using on the Annuity Commencement Date, if they are more favorable. See
"Annuity Payment Rates."
MINIMUM PAYMENTS
If your Adjusted Account Value is less than $2,000, or the first annuity
payment for any Annuity Option is less than $20, we will pay the Adjusted
Account Value to the Annuitant in one payment.
EXCHANGE OF VARIABLE ANNUITY UNITS
During the Income Phase, the Annuitant may exchange Annuity Units from one
Sub-Account to another, up to 12 times each Account Year. To make an exchange,
the Annuitant sends us, at our Annuity Service Mailing Address, a written
request stating the number of Annuity Units in the Sub-Account he or she wishes
to exchange and the new Sub-Account for which Annuity Units are requested. The
number of new Annuity Units will be calculated so the dollar amount of an
annuity payment on the date of the exchange would not be affected. To calculate
this number, we use Annuity Unit values for the Valuation Period during which we
receive the exchange request.
We permit only exchanges among Sub-Accounts. No exchanges to or from a
Fixed Annuity are permitted.
ACCOUNT FEE
During the Income Phase, we deduct the annual Account Fee of $50 in equal
amounts from each Variable Annuity Payment. We do not deduct the Account Fee
from Fixed Annuity payments.
ANNUITY PAYMENT RATES
The Contract contains Annuity Payment Rates for each Annuity Option
described in this Prospectus. The rates show, for each $1,000 applied, the
dollar amount of: (a) the first monthly Variable Annuity payment based on the
assumed interest rate specified in the applicable Contract (at least 3% per
year, compounded annually); and (b) the monthly Fixed Annuity payment, when this
payment is based on the minimum guaranteed interest rate specified in the
Contract (at least 3% per year, compounded annually). We may change these rates
under Group Contracts for Accounts established after the effective date of such
change (See "Other Contract Provisions -- Modification").
The Annuity Payment Rates may vary according to the Annuity Option elected
and the adjusted age of the Annuitant. The Contract also describes the method of
determining the adjusted age of the Annuitant. The mortality table used in
determining the Annuity Payment Rates for Options A, B and C is the 1983
Individual Annuitant Mortality Table.
ANNUITY OPTIONS AS METHOD OF PAYMENT FOR DEATH BENEFIT
You or your Beneficiary may also select one or more Annuity Options to be
used in the event of your death before the Income Phase, as described under the
"Death Benefit" section of this Prospectus. In that case, your Beneficiary will
be the Annuitant. The Annuity Commencement Date will be the first day of the
second month beginning after the Death Benefit Date.
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OTHER CONTRACT PROVISIONS
EXERCISE OF CONTRACT RIGHTS
An Individual Contract belongs to the individual to whom the Contract is
issued. A Group Contract belongs to the Owner. In the case of a Group Contract,
the Owner may expressly reserve all Contract rights and privileges; otherwise,
each Participant will be entitled to exercise such rights and privileges. In any
case, such rights and privileges can be exercised without the consent of the
Beneficiary (other than an irrevocably designated Beneficiary) or any other
person. Such rights and privileges may be exercised only during the lifetime of
the Annuitant before the Annuity Commencement Date, except as the Contract
otherwise provides.
The Annuitant becomes the Payee on and after the Annuity Commencement
Date. The Beneficiary becomes the Payee on the death of the Annuitant. Such
Payee may thereafter exercise such rights and privileges, if any, of ownership
which continue.
CHANGE OF OWNERSHIP
Ownership of a Qualified Contract may not be transferred except to: (1)
the Annuitant; (2) a trustee or successor trustee of a pension or profit sharing
trust which is qualified under Section 401 of the Internal Revenue Code; (3) the
employer of the Annuitant, provided that the Qualified Contract after transfer
is maintained under the terms of a retirement plan qualified under Section
403(a) of the Internal Revenue Code for the benefit of the Annuitant; (4) the
trustee or custodian of an individual retirement account plan qualified under
Section 408 of the Internal Revenue Code for the benefit of the Participants
under a Group Contract; or (5) as otherwise permitted from time to time by laws
and regulations governing the retirement or deferred compensation plans for
which a Qualified Contract may be issued. Subject to the foregoing, a Qualified
Contract may not be sold, assigned, transferred, discounted or pledged as
collateral for a loan or as security for the performance of an obligation or for
any other purpose to any person other than the Company.
The Owner of a Non-Qualified Contract may change the ownership of the
Contract during the lifetime of the Annuitant and prior to the Annuity
Commencement Date; and each Participant, in like manner, may change the
ownership interest in a Contract. A change of ownership will not be binding on
us until we receive written notification. When we receive such notification, the
change will be effective as of the date on which the request for change was
signed by the Owner or Participant, as appropriate, but the change will be
without prejudice to us on account of any payment we make or any action we take
before receiving the change. If you change the Owner of a Non-Qualified
Contract, you will become immediately liable for the payment of taxes on any
gain realized under the Contract prior to the change of ownership, including
possible liability for a 10% federal excise tax.
DEATH OF PARTICIPANT
If your Contract is a Non-Qualified Contract and you die prior to the
Annuitant and before the Annuity Commencement Date, special distribution rules
apply. In that case, your Account Value, plus or minus any Market Value
Adjustment, must be distributed to your "designated beneficiary" within the
meaning of Section 72(s) of the Internal Revenue Code, either (1) as a lump sum
within 5 years after your death or (2) if in the form of an annuity, over a
period not greater than the life or expected life of the designated beneficiary,
with payments beginning no later than one year after your death.
The person you have named a Beneficiary under your Contract, if any, will
be the "designated beneficiary." If the named Beneficiary is not living, the
Annuitant automatically becomes the designated beneficiary.
If the designated beneficiary is your surviving spouse, your spouse may
continue the Contract in his or her own name as Participant. To make this
election, your spouse must give us written notification within 60 days after we
receive Due Proof of Death. The special distribution rules will then apply on
the death of your spouse.
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If you were the Annuitant as well as the Participant, your surviving
spouse (if the designated beneficiary) may elect to be named as both Participant
and Annuitant and continue the Contract; in that case, we will not pay a death
benefit and the Account Value will not be increased to reflect the death benefit
calculation. The special distribution rules will then apply on the death of your
spouse. If your spouse does not make that election, the death benefit provisions
of the Contract will apply, subject to the condition that any annuity option
elected complies with the special distribution requirements described above. In
all other cases where you are the Annuitant, the death benefit provisions of the
Contract control.
If you are the Annuitant and you die during the Income Phase, the
remaining value of the Annuity Option in place must be distributed at least as
rapidly as the method of distribution under the option.
If the Participant is not a natural person, these distribution rules apply
on a change in, or the death of, any Annuitant or Co-Annuitant.
Payments made in contravention of these special rules would adversely
affect the treatment of the Contracts as annuity contracts under the Internal
Revenue code. Neither you nor the Beneficiary may exercise rights that would
have that effect.
If yours is a Qualified Contract, any distributions upon your death will
be subject to the laws and regulations governing the particular retirement or
deferred compensation plan in connection with which the Qualified Contract was
issued.
VOTING OF FUND SHARES
We will vote Fund shares held by the Sub-Accounts at meetings of
shareholders of the Fund or in connection with similar solicitations, but will
follow voting instructions received from persons having the right to give voting
instructions. During the Accumulation Phase, you will have the right to give
voting instructions, except in the case of a Group Contract where the Owner has
reserved this right. During the Income Phase, the Payee -- that is the Annuitant
or Beneficiary entitled to receive benefits -- is the person having such voting
rights. We will vote any shares attributable to us and Fund shares for which no
timely voting instructions are received in the same proportion as the shares for
which we receive instructions from Owners, Participants and Payees, as
applicable.
Owners of Qualified Contracts issued on a group basis may be subject to
other voting provisions of the particular plan and of the Investment Company Act
of 1940. Employees who contribute to plans that are funded by the Contracts may
be entitled to instruct the Owners as to how to instruct us to vote the Fund
shares attributable to their contributions. Such plans may also provide the
additional extent, if any, to which the Owners shall follow voting instructions
of persons with rights under the plans. If no voting instructions are received
from any such person with respect to a particular Participant Account, the Owner
may instruct the Company as to how to vote the number of Fund shares for which
instructions may be given.
Neither the Variable Account nor the Company is under any duty to provide
information concerning the voting instruction rights of persons who may have
such rights under plans, other than rights afforded by the Investment Company
Act of 1940, or any duty to inquire as to the instructions received or the
authority of Owners, Participants or others, as applicable, to instruct the
voting of Fund shares. Except as the Variable Account or the Company has actual
knowledge to the contrary, the instructions given by Owners under Group
Contracts and Payees will be valid as they affect the Variable Account, the
Company and any others having voting instruction rights with respect to the
Variable Account.
All Fund proxy material, together with an appropriate form to be used to
give voting instructions, will be provided to each person having the right to
give voting instructions at least 10 days prior to each meeting of the
shareholders of the Fund. We will determine the number of Fund shares as to
which each such person is entitled to give instructions as of the record date
set by the Fund for such meeting, which is expected to be not more than 90 days
prior to each such meeting. Prior to the Annuity Commencement Date, the number
of Fund shares as to which voting instructions may be given to the Company is
determined by dividing the value of all of the Variable Accumulation Units of
the
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particular Sub-Account credited to the Participant Account by the net asset
value of one Fund share as of the same date. On or after the Annuity
Commencement Date, the number of Fund shares as to which such instructions may
be given by a Payee is determined by dividing the reserve held by the Company in
the Sub-Account with respect to the particular Payee by the net asset value of a
Fund share as of the same date. After the Annuity Commencement Date, the number
of Fund shares as to which a Payee is entitled to give voting instructions will
generally decrease due to the decrease in the reserve.
PERIODIC REPORTS
During the Accumulation Period we will send you, or such other person
having voting rights, at least once during each Account Year, a statement
showing the number, type and value of Accumulation Units credited to your
Account and the Fixed Accumulation Value of your Account, which statement shall
be accurate as of a date not more than 2 months previous to the date of mailing.
These periodic statements contain important information concerning your
transactions with respect to a Contract. It is your obligation to review each
such statement carefully and to report to us, at the address or telephone number
provided on the statement, any errors or discrepancies in the information
presented therein within 60 days of the date of such statement. Unless we
receive notice of any such error or discrepancy from you within such period, we
may not be responsible for correcting the error or discrepancy.
In addition, every person having voting rights will receive such reports
or prospectuses concerning the Variable Account and the Fund as may be required
by the Investment Company Act of 1940 and the Securities Act of 1933. We will
also send such statements reflecting transactions in your Account as may be
required by applicable laws, rules and regulations.
Upon request, we will provide you with information regarding fixed and
variable accumulation values.
SUBSTITUTION OF SECURITIES
Shares of any or all Funds may not always be available for investment
under the Contract. We may add or delete Funds or other investment companies as
variable investment options under the Contracts. We may also substitute for the
shares held in any Sub-Account shares of another registered open-end investment
company or unit investment trust, provided that the substitution has been
approved, if required, by the SEC. In the event of any substitution pursuant to
this provision, we may make appropriate endorsement to the Contract to reflect
the substitution.
CHANGE IN OPERATION OF VARIABLE ACCOUNT
At our election and subject to any necessary vote by persons having the
right to give instructions with respect to the voting of Series Fund shares held
by the Sub-Accounts, the Variable Account may be operated as a management
company under the Investment Company Act of 1940 or it may be deregistered under
the Investment Company Act of 1940 in the event registration is no longer
required. Deregistration of the Variable Account requires an order by the SEC.
In the event of any change in the operation of the Variable Account pursuant to
this provision, we may make appropriate endorsement to the Contract to reflect
the change and take such other action as may be necessary and appropriate to
effect the change.
SPLITTING UNITS
We reserve the right to split or combine the value of Variable
Accumulation Units, Annuity Units or any of them. In effecting any such change
of unit values, strict equity will be preserved and no change will have a
material effect on the benefits or other provisions of the Contract.
MODIFICATION
Upon notice to the Participant, in the case of an Individual Contract, and
the Owner and Participant(s), in the case of a Group Contract (or the Payee(s)
during the Income Phase), we may
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modify the Contract if such modification: (i) is necessary to make the Contract
or the Variable Account comply with any law or regulation issued by a
governmental agency to which the Company or the Variable Account is subject;
(ii) is necessary to assure continued qualification of the Contract under the
Internal Revenue Code or other federal or state laws relating to retirement
annuities or annuity contracts; (iii) is necessary to reflect a change in the
operation of the Variable Account or the Sub-Account(s) (See "Change in
Operation of Variable Account"); (iv) provides additional Variable Account
and/or fixed accumulation options; or (v) as may otherwise be in the best
interests of Owners, Participants, or Payees, as applicable. In the event of any
such modification, we may make appropriate endorsement in the Contract to
reflect such modification.
In addition, upon notice to the Owner, we may modify a Group Contract to
change the withdrawal charges, Account Fees, mortality and expense risk charges,
administrative expense charges, the tables used in determining the amount of the
first monthly variable annuity and fixed annuity payments and the formula used
to calculate the Market Value Adjustment, provided that such modification
applies only to Participant Accounts established after the effective date of
such modification. In order to exercise our modification rights in these
particular instances, we must notify the Owner of such modification in writing.
The notice shall specify the effective date of such modification which must be
at least 60 days following the date we mail notice of modification. All of the
charges and the annuity tables which are provided in the Group Contract prior to
any such modification will remain in effect permanently, unless improved by the
Company, with respect to Participant Accounts established prior to the effective
date of such modification.
DISCONTINUANCE OF NEW PARTICIPANTS
We may limit or discontinue the acceptance of new Applications and the
issuance of new Certificates under a Group Contract by giving 30 days prior
written notice to the Owner. This will not affect rights or benefits with
respect to any Participant Accounts established under such Group Contract prior
to the effective date of such limitation or discontinuance.
RESERVATION OF RIGHTS
We reserve the right, to the extent permitted by law, to: (1) combine any
2 or more variable accounts; (2) add or delete Funds, or other investment
companies and corresponding Sub-Accounts; (3) add or remove Guarantee Periods
available at any time for election by a Participant; and (4) restrict or
eliminate any of the voting rights of Participants (or Owners) or other persons
who have voting rights as to the Variable Account. Where required by law, we
will obtain approval of changes from Participants or any appropriate regulatory
authority. In the event of any change pursuant to this provision, we may make
appropriate endorsement to the Contract to reflect the change.
RIGHT TO RETURN
If you are not satisfied with your Contract, you may return it by mailing
or delivering it to us at the Annuity Service Mailing Address on the cover of
this Prospectus within 10 days after it was delivered to you. When we receive
the returned Contract, it will be cancelled and we will refund to you your
Account Value at the end of the Valuation Period during which we received it.
However, if applicable state law requires, we will return the full amount of any
Purchase Payment(s) we received. State law may also require us to give you a
longer "free look" period or allow you to return the Contract to your sales
representative.
If you are establishing an Individual Retirement Account ("IRA"), the
Internal Revenue Code requires that we give you a disclosure statement
containing certain information about the Contract and applicable legal
requirements. We must give you this statement on or before the date the IRA is
established. If we give you the disclosure statement before the seventh day
preceding the date the IRA is established, you will not have any right of
revocation under the Code. If we give you the disclosure statement at a later
date, then you may give us a notice of revocation at any time within 7 days
after your Contract Date. Upon such revocation, we will refund your Purchase
Payment(s). This right of revocation with respect to an IRA is in addition to
the return privilege set forth in the preceding
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paragraph. We allow a Participant establishing an IRA a "ten day free-look,"
notwithstanding the provisions of the Internal Revenue Code.
FEDERAL TAX STATUS
INTRODUCTION
This section describes general federal income tax consequences based upon
our understanding of current federal tax laws. Actual federal tax consequences
may vary depending on, among other things, the type of retirement plan with
which you use a Contract and whether (depending on the site of Contract
issuance) Puerto Rico tax law applies. Also, Congress has the power to enact
legislation affecting the tax treatment of annuity contracts, and such
legislation could apply retroactively to Contracts that you purchased before the
date of enactment. We do not make any guarantee regarding the federal, state, or
local tax status of any Contract or any transaction involving any Contract. You
should consult a qualified tax professional for advice before purchasing a
Contract or executing any other transaction (such as a rollover, distribution,
withdrawal or payment) involving a Contract.
DEDUCTIBILITY OF PURCHASE PAYMENTS
For federal income tax purposes, Purchase Payments made under
Non-Qualified Contracts are not deductible.
PRE-DISTRIBUTION TAXATION OF CONTRACTS
Generally, an increase in the value of a Contract will not give rise to
tax, prior to distribution.
However, corporate (or other non-natural person) Owners of, and
Participants under, a Non-Qualified Contract incur current tax, regardless of
distribution, on Contract value increases. Such current taxation does not apply,
though, to (i) immediate annuities, which the Internal Revenue Code (the "Code")
defines as a single premium contract with an annuity commencement date within
one year of the date of purchase, or (ii) any Contract that the non-natural
person holds as agent for a natural person (such as where a bank or other entity
holds a Contract as trustee under a trust agreement).
The Internal Revenue Service could assert that Owners or Participants
under both Qualified Contracts and Non-Qualified Contracts annually receive a
taxable deemed distribution equal to the cost of any life insurance benefit
under the Contract.
You should note that qualified retirement investments automatically
provide tax deferral regardless of whether the underlying contract is an
annuity.
Standardized Average Annual Total Return information covers the period
after the Variable Account was established or, if shorter, the life of the
Series. Non-standardized Average Annual Total Return covers the life of each
Series, which may predate the Variable Account.
DISTRIBUTIONS AND WITHDRAWALS FROM NON-QUALIFIED CONTRACTS
The Account Value will include an amount attributable to Purchase
Payments, the return of which is not taxable, and an amount attributable to
investment earnings, the return of which is taxable at ordinary income rates.
The relative portions of a distribution that derive from nontaxable Purchase
Payments and taxable investment earnings depend upon the timing of the
distribution.
If you withdraw less than your entire Account Value under a Non-Qualified
Contract before the Annuity Commencement Date, you must treat the withdrawal
first as a return of investment earnings. You may treat only withdrawals in
excess of the amount of the Account Value attributable to investment earnings as
a return of Purchase Payments. Account Value amounts assigned or pledged as
collateral for a loan will be treated as if withdrawn from the Contract.
If a Payee receives annuity payments under a Non-Qualified Contract after
the Annuity Commencement Date, however, the Payee treats a portion of each
payment as a nontaxable return of Purchase Payments. In general, the nontaxable
portion of such a payment bears the same ratio to the
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total payment as the Purchase Payments bear to the Payee's expected return under
the Contract. The remainder of the payment constitutes a taxable return of
investment earnings. Once the Payee has received nontaxable payments in an
amount equal to total Purchase Payments, all future distributions constitute
fully taxable ordinary income. If the Annuitant dies before the Payee recovers
the full amount of Purchase Payments, the Payee may deduct an amount equal to
unrecovered Purchase Payments.
Upon the transfer of a Non-Qualified Contract by gift (other than to the
Participant's spouse), the Participant must treat an amount equal to the Account
Value minus the total amount paid for the Contract as income.
A penalty tax of 10% may apply to taxable cash withdrawals and lump-sum
payments from Non-Qualified Contracts. This penalty will not apply in certain
circumstances, such as distributions pursuant to the death of the Participant or
distributions under an immediate annuity (as defined above), or after age
59 1/2.
DISTRIBUTIONS AND WITHDRAWALS FROM QUALIFIED CONTRACTS
Generally, distributions from a Qualified Contract will constitute fully
taxable ordinary income. Also, a 10% penalty tax will, except in certain
circumstances, apply to distributions prior to age 59 1/2.
Distributions from a Qualified Contract are not subject to current
taxation or a 10% penalty, however, if:
- the distribution is not a hardship distribution or part of a series of
payments for life or for a specified period of 10 years or more (an
"eligible rollover distribution"), and
- the Participant or Payee rolls over the distribution (with or without
actually receiving the distribution) into a qualified retirement plan
eligible to receive the rollover.
Only you or your spouse may elect to roll over a distribution to an
eligible retirement plan.
WITHHOLDING
In the case of an eligible rollover distribution (as defined above) from a
Qualified Contract (other than from a Contract issued for use with an individual
retirement account), we (or the plan administrator) must withhold and remit to
the U.S. Government 20% of the distribution, unless the Participant or Payee
elects to make a direct rollover of the distribution to another qualified
retirement plan that is eligible to receive the rollover; however, only you or
your spouse may elect a direct rollover. In the case of a distribution from (i)
a Non-Qualified Contract, (ii) a Qualified Contract issued for use with an
individual retirement account, or (iii) a Qualified Contract where the
distribution is not an eligible rollover distribution, we will withhold and
remit to the U.S. Government a part of the taxable portion of each distribution
unless, prior to the distribution, the Participant or Payee provides us his or
her taxpayer identification number and instructs us (in the manner prescribed)
not to withhold. The Participant or Payee may credit against his or her federal
income tax liability for the year of distribution any amounts that we (or the
plan administrator) withhold.
PURCHASE OF IMMEDIATE ANNUITY CONTRACT AND DEFERRED ANNUITY CONTRACT
You should consider the following information only if you intend to
purchase an immediate annuity contract and a deferred annuity contract together.
We understand that the Treasury Department might reconsider the tax treatment of
annuity payments under an immediate annuity contract (as defined above)
purchased together with a deferred annuity contract. We believe that any adverse
change in the existing tax treatment of such immediate annuity contracts would
not apply to contracts issued before the Treasury Department announces the
change. However, there can be no assurance that the Treasury Department will not
apply any such change retroactively.
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INVESTMENT DIVERSIFICATION AND CONTROL
The Treasury Department has issued regulations that prescribe investment
diversification requirements for mutual fund series underlying nonqualified
variable contracts. Contracts must comply with these regulations to qualify as
annuities for federal income tax purposes. Contracts that do not meet the
guidelines are subject to current taxation on annual increases in value. We
believe that each series of the Series Fund complies with these regulations. The
preamble to the regulations states that the Internal Revenue Service may
promulgate guidelines under which an owner's excessive control over investments
underlying the contract will preclude the contract from qualifying as an annuity
for federal tax purposes. We cannot predict whether such guidelines, if in fact
promulgated, will be retroactive. We will take any action (including
modification of the Contract and/or the Variable Account) necessary to comply
with any retroactive guidelines.
TAX TREATMENT OF THE COMPANY AND THE VARIABLE ACCOUNT
As a life insurance company under the Code, we will record and report
operations of the Variable Account separately from other operations. The
Variable Account will not, however, constitute a regulated investment company or
any other type of taxable entity distinct from our other operations. We will not
incur tax on the income of the Variable Account (consisting primarily of
interest, dividends, and net capital gains) if we use this income to increase
reserves under Contracts participating in the Variable Account.
QUALIFIED RETIREMENT PLANS
You may use Qualified Contracts with several types of qualified retirement
plans. Because tax consequences will vary with the type of qualified retirement
plan and the plan's specific terms and conditions, we provide below only brief,
general descriptions of the consequences that follow from using Qualified
Contracts in connection with various types of qualified retirement plans. We
stress that the rights of any person to any benefits under these plans may be
subject to the terms and conditions of the plans themselves, regardless of the
terms of the Qualified Contracts that you are using. These terms and conditions
may include restrictions on, among other things, ownership, transferability,
assignability, contributions and distributions. Owners, Participants, Payees,
Beneficiaries and administrators of qualified retirement plans should consider,
with the guidance of a tax adviser, whether the death benefit payable under the
Contract affects the qualified status of their retirement plan.
PENSION AND PROFIT-SHARING PLANS
Sections 401(a), 401(k) and 403(a) of the Code permit business employers
and certain associations to establish various types of retirement plans for
employees. The Tax Equity and Fiscal Responsibility Act of 1982 eliminated most
differences between qualified retirement plans of corporations and those of
self-employed individuals. Self-employed persons may therefore use Qualified
Contracts as a funding vehicle for their retirement plans, as a general rule.
TAX-SHELTERED ANNUITIES
Section 403(b) of the Code permits public school employees and employees
of certain types of charitable, educational and scientific organizations
specified in Section 501(c)(3) of the Code to purchase annuity contracts and,
subject to certain limitations, exclude the amount of purchase payments from
gross income for tax purposes. The Code imposes restrictions on cash withdrawals
from Section 403(b) annuities.
If the Contracts are to receive tax deferred treatment, cash withdrawals
of amounts attributable to salary reduction contributions (other than
withdrawals of accumulation account value as of December 31, 1988) may be made
only when the Participant attains age 59 1/2, separates from service with the
employer, dies or becomes disabled (within the meaning of Section 72(m)(7) of
the Code). These restrictions apply to (i) any post-1988 salary reduction
contributions, (ii) any growth or interest on post-1988 salary reduction
contributions, and (iii) any growth or interest on pre-1989 salary reduction
contributions that occurs on or after January 1, 1989. It is permissible,
however, to withdraw post-1988
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salary reduction contributions in cases of financial hardship. While the
Internal Revenue Service has not issued specific rules defining financial
hardship, we expect that to qualify for a hardship distribution, the Participant
must have an immediate and heavy bona fide financial need and lack other
resources reasonably available to satisfy the need. Hardship withdrawals (as
well as certain other premature withdrawals) will be subject to a 10% tax
penalty, in addition to any withdrawal charge applicable under the Contracts.
Under certain circumstances the 10% tax penalty will not apply if the withdrawal
is for medical expenses.
Under the terms of a particular Section 403(b) plan, the Participant may
be entitled to transfer all or a portion of the Account Value to one or more
alternative funding options. Participants should consult the documents governing
their plan and the person who administers the plan for information as to such
investment alternatives.
INDIVIDUAL RETIREMENT ACCOUNTS
Sections 219 and 408 of the Code permit eligible individuals to contribute
to an individual retirement program, including Simplified Employee Pension
Plans, Employer/Association of Employees Established Individual Retirement
Account Trusts, and Simple Retirement Accounts. Such IRAs are subject to
limitations on contribution levels, the persons who may be eligible, and on the
time when distributions may commence. In addition, certain distributions from
some other types of retirement plans may be placed in an IRA on a tax-deferred
basis. If we sell Contracts for use with IRAs, the Internal Revenue Service or
other agency may impose supplementary information requirements. We will provide
purchasers of the Contracts for such purposes with any necessary information.
You will have the right to revoke the Contract under certain circumstances, as
described in the section of this Prospectus entitled "Right to Return."
ROTH IRAS
Section 408A of the Code permits an individual to contribute to an
individual retirement program called a Roth IRA. Unlike contributions to a
traditional IRA under Section 408 of the Code, contributions to a Roth IRA are
not tax-deductible. Provided certain conditions are satisfied, distributions are
generally tax-free. Like traditional IRAs, Roth IRAs are subject to limitations
on contribution amounts and the timing of distributions. If an individual
converts a traditional IRA into a Roth IRA the full amount of the IRA is
included in taxable income. The Internal Revenue Service and other agencies may
impose special information requirements with respect to Roth IRAs. If and when
we make Contracts available for use with Roth IRAs, we will provide any
necessary information.
ADMINISTRATION OF THE CONTRACTS
We perform certain administrative functions relating to the Contracts,
Participant Accounts, and the Variable Account. These functions include, but are
not limited to, maintaining the books and records of the Variable Account and
the Sub-Accounts; maintaining records of the name, address, taxpayer
identification number, Contract number, Participant Account number and type, the
status of each Participant Account and other pertinent information necessary to
the administration and operation of the Contracts; processing Applications,
Purchase Payments, transfers and full and partial withdrawals; issuing Contracts
and Certificates; administering annuity payments; furnishing accounting and
valuation services; reconciling and depositing cash receipts; providing
confirmations; providing toll-free customer service lines; and furnishing
telephonic transfer services.
DISTRIBUTION OF THE CONTRACTS
We offer the Contracts on a continuous basis. The Contracts are sold by
licensed insurance agents in those states where the Contracts may be lawfully
sold. Such agents will be registered representatives of broker-dealers
registered under the Securities Exchange Act of 1934 who are members of the
National Association of Securities Dealers, Inc. and who have entered into
distribution agreements with the Company and the general distributor, Clarendon
Insurance Agency, Inc. ("Clarendon"), One Sun Life Executive Park, Wellesley
Hills, Massachusetts 02481. Clarendon, a wholly-owned subsidiary of
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the Company, is registered with the SEC under the Securities Exchange Act of
1934 as a broker-dealer and is a member of the National Association of
Securities Dealers, Inc.
Commissions and other distribution compensation will be paid by the
Company to the selling agents and will not be more than 1.20% of Purchase
Payments. In addition, after the first Account Year, broker-dealers who have
entered into distribution agreements with the Company may receive an annual
renewal commission of no more than 1.00% of the Participant's Account Value. In
addition to commissions, the Company may, from time to time, pay or allow
additional promotional incentives, in the form of cash or other compensation. We
reserve the right to offer these additional incentives only to certain
broker-dealers that sell or are expected to sell during specified time periods
certain minimum amounts of the Contracts or Certificates or other contracts
offered by the Company. Promotional incentives may change at any time.
Commissions will not be paid with respect to Accounts established for the
personal account of employees of the Company or any of its affiliates, or of
persons engaged in the distribution of the Contracts, or of immediate family
members of such employees or persons. In addition, commissions may be waived or
reduced in connection with certain transactions described in this Prospectus
under the heading "Waivers; Reduced Charges; Credits; Bonus Guaranteed Interest
Rates."
PERFORMANCE INFORMATION
From time to time the Variable Account may publish reports to
shareholders, sales literature and advertisements containing performance
information relating to the variable options. This information may include
standardized and non-standardized "Average Annual Total Return," "Cumulative
Growth Rate" and "Compound Growth Rate." We may also advertise "yield" and
"effective yield" for some variable options.
Average Annual Total Return measures the net income of the variable option
and any realized or unrealized gains or losses of the Funds in which it invests,
over the period stated. Average Annual Total Return figures are annualized and
represent the average annual percentage change in the value of an investment in
a variable option over that period. Standardized Average Annual Total Return
information covers the period after we began offering the Futurity products or,
if shorter, the life of the Fund. Non-standardized Average Annual Total Return
covers the life of each Fund, which may predate the Futurity products.
Cumulative Growth Rate represents the cumulative change in the value of an
investment in the variable option for the period stated, and is arrived at by
calculating the change in the Accumulation Unit Value of a variable option
between the first and last day of the period being measured. The difference is
expressed as a percentage of the Accumulation Unit Value at the beginning of the
base period. "Compound Growth Rate" is an annualized measure, calculated by
applying a formula that determines the level of return which, if earned over the
entire period, would produce the cumulative return.
Average Annual Total Return figures assume an initial purchase payment of
$1,000 and reflect all applicable withdrawal and Contract charges. The
Cumulative Growth Rate and Compound Growth Rate figures that we advertise do not
reflect withdrawal charges or the Account Fee, although they reflect all
recurring charges. Results calculated without withdrawal and/or certain Contract
charges will be higher. We may also use other types of rates of return that do
not reflect withdrawal and Contract charges.
The performance figures used by the Variable Account are based on the
actual historical performance of the Series Fund for the specified periods, and
the figures are not intended to indicate future performance. For periods before
the date the Contracts became available, we calculate the performance
information for the Sub-Account on a hypothetical basis. To do this, we reflect
deductions of the current Contract fees and charges from the historical
performance of the corresponding Fund.
Yield is a measure of the net dividend and interest income earned over a
specific one month or 30-day period (7-day period for the Sun Capital Money
Market Fund), expressed as a percentage of the value of the Sub-Accounts
Accumulation Units. Yield is an annualized figure, which means that we assume
that the Sub-Accounts generates the same level of net income over a one-year
period and compound that income on a semi-annual basis. We calculate the
effective yield for the Sun Capital
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Money Market Fund similarly, but include the increase due to assumed
compounding. The Sun Capital Money Market Fund's effective yield will be
slightly higher than its yield as a result of its compounding effect.
The Variable Account may also from time to time compare its investment
performance to various unmanaged indices or other variable annuities and may
refer to certain rating and other organizations in its marketing materials. More
information on performance and our computations is set forth in the Statement of
Additional Information.
The Company may also advertise the ratings and other information assigned
to it by independent industry ratings organizations. Some of these organizations
are A.M. Best, Moody's Investor's Service, Standard and Poor's Insurance Rating
Services, and Duff and Phelps. Each year A.M. Best reviews the financial status
of thousands of insurers, culminating in the assignment of Best's rating. These
ratings reflect A.M. Best's current opinion of the relevant financial strength
and operating performance of an insurance company in comparison to the norms of
the life/health industry. Best's ratings range from A++ to F. Standard and
Poor's and Duff and Phelps' ratings measure the ability of an insurance company
to meet its obligations under insurance policies it issues. These two ratings do
not measure the insurance company's ability to meet non-policy obligations.
Ratings in general do not relate to the performance of the Sub-Accounts.
We may also advertise endorsements from organizations, individuals or
other parties that recommend the Company or the Contracts. We may occasionally
include in advertisements (1) comparisons of currently taxable and tax deferred
investment programs, based on selected tax brackets; or (2) discussions of
alternative investment vehicles and general economic conditions.
AVAILABLE INFORMATION
The Company and the Variable Account have filed with the SEC registration
statements under the Securities Act of 1933 relating to the Contracts. This
Prospectus does not contain all of the information contained in the registration
statements and their exhibits. For further information regarding the Variable
Account, the Company and the Contracts, please refer to the registration
statements and their exhibits.
In addition, the Company is subject to the informational requirements of
the Securities Exchange Act of 1934. We file reports and other information with
the SEC to meet these requirements. You can inspect and copy this information
and our registration statements at the SEC's public reference facilities at the
following locations: WASHINGTON, D.C. -- 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549; CHICAGO, ILLINOIS -- 500 West Madison Street, Chicago,
IL 60661; NEW YORK, NEW YORK -- 7 World Trade Center, 13th Floor, New York, NY
10048. The Washington, D.C. office will also provide copies by mail for a fee.
You may also find these materials on the SEC's website (http:// www.sec.gov).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1998 filed with the SEC is incorporated by reference in this Prospectus. Any
statement contained in a document we incorporate by reference is deemed modified
or superceded to the extent that a later filed document, including this
Prospectus, shall modify or supercede that statement. Any statement so modified
or superceded shall not be deemed, except as so modified or superceded, to
constitute part of this Prospectus.
The Company will furnish, without charge, to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of the document referred to above which has been incorporated by reference
in this Prospectus, other than exhibits to such document (unless such exhibits
are specifically incorporated by reference in this Prospectus). Requests for
such document should be directed to the Secretary, Sun Life Assurance Company of
Canada (U.S.), One Sun Life Executive Park, Wellesley Hills, Massachusetts
02481, telephone (800) 225-3950.
38
<PAGE>
ADDITIONAL INFORMATION ABOUT THE COMPANY
BUSINESS OF THE COMPANY
We are engaged in the sale of individual variable life insurance and
individual and group fixed and variable annuities. These contracts are sold in
both the tax qualified and non-tax qualified markets. These products are
distributed through individual insurance agents, insurance brokers and
registered broker-dealers.
The following table sets forth premiums and deposits by major product
categories for each of the last three years. See notes to financial statements
for industry segment information.
<TABLE>
<CAPTION>
1998 1997 1996
------------ ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C>
Individual insurance products $ 155,907 $ 204,671 $ 207,845
Retirement products $ 2,194,895 $ 2,204,693 $ 1,834,327
------------ ------------ ------------
$ 2,350,802 $ 2,409,364 $ 2,042,172
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
We have obtained authorization to do business in 48 states, the District
of Columbia and Puerto Rico, and anticipate that we will be authorized to do
business in all states except New York. We have formed a wholly-owned
subsidiary, Sun Life Insurance and Annuity Company of New York, which issues
individual fixed and combination fixed/variable annuity contracts and group life
and long-term disability insurance in New York. Our other active subsidiaries
are Sun Capital Advisers, Inc., a registered investment adviser, Clarendon
Insurance Agency, Inc., a registered broker-dealer that acts as the general
distributor of the Contracts and other annuity and life insurance contracts that
we and our affiliates issue, Sun Life of Canada (U.S.) Distributors, Inc., a
registered broker-dealer and investment adviser, New London Trust, F.S.B., a
federally chartered savings bank, Sun Life Financial Services Limited, which
provides off-shore administrative services to us and our parent, Sun Life
Assurance Company of Canada ("Sun Life (Canada)"), and Sun Life Information
Services Ireland Limited, an offshore technology center.
We are a wholly-owned subsidiary of Sun Life of Canada (U.S.) Holdings,
Inc. ("Life Holdco"). Life Holdco is a wholly-owned subsidiary of Sun Life
Assurance Company of Canada -- U.S. Operations Holdings, Inc. ("U.S. Holdco").
U.S. Holdco is a wholly-owned subsidiary of Sun Life (Canada), 150 King Street
West, Toronto, Ontario, Canada. Sun Life (Canada) is a mutual life insurance
company incorporated pursuant to Act of Parliament of Canada in 1865 and
currently transacts business in all of the Canadian provinces and territories,
in all U.S. states (except New York), and in the District of Columbia, Puerto
Rico, the Virgin Islands, Great Britain, Ireland, Hong Kong, Bermuda and the
Philippines.
39
<PAGE>
SELECTED FINANCIAL DATA
The following selected financial data for the Company should be read in
conjunction with the statutory financial statements of the Company and notes
thereto included in this Prospectus beginning on page 54.
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
---------------------------------------------------------------
1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- -----------
(IN $ THOUSANDS)
<S> <C> <C> <C> <C> <C>
Revenues
Premiums, annuity deposits and other revenue $ 2,581,463 $ 2,623,629 $ 2,215,322 $ 1,883,901 $ 1,997,525
Net investment income and realized gains 187,208 298,121 310,172 315,966 312,583
----------- ----------- ----------- ----------- -----------
2,768,671 2,921,750 2,525,494 2,199,867 2,310,108
----------- ----------- ----------- ----------- -----------
Benefits and expenses
Policyholder benefits 2,416,950 2,579,104 2,232,528 1,995,208 2,102,290
Other expenses 214,607 206,065 175,342 150,937 186,892
----------- ----------- ----------- ----------- -----------
2,631,557 2,785,169 2,407,870 2,146,145 2,289,182
----------- ----------- ----------- ----------- -----------
Operating gain 137,114 136,581 117,624 53,722 20,926
Federal income tax expense (benefit) 11,713 7,339 (5,400) 17,807 19,469
----------- ----------- ----------- ----------- -----------
Net income $ 125,401 $ 129,242 $ 123,024 $ 35,915 $ 1,457
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Assets $16,902,621 $15,925,357 $13,621,952 $12,359,683 $10,117,822
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Surplus notes $ 565,000 $ 565,000 $ 315,000 $ 650,000 $ 335,000
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
</TABLE>
See Note 1 to financial statements for changes in accounting principles and
reporting.
See discussion in Management's Discussion and Analysis of Financial Condition
and Results of Operations.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
CAUTIONARY STATEMENT
This Prospectus includes forward looking statements by the Company under
the Private Securities Litigation Reform Act of 1995. These statements are not
matters of historical fact; they relate to such topics as future product sales,
Year 2000 compliance, volume growth, market share, market risk and financial
goals. It is important to understand that these forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those that the statements anticipate. These risks and
uncertainties may concern, among other things:
- - The Company's ability to identify and address Year 2000 issues successfully,
in a timely manner, and at reasonable cost. They also may concern the ability
of the Company's vendors, suppliers, other service providers, and customers to
successfully address their own Year 2000 issues in a timely manner.
- - Heightened competition, particularly in terms of price, product features, and
distribution capability, which could constrain the Company's growth and
profitability.
- - Changes in interest rates and market conditions.
- - Regulatory and legislative developments.
- - Developments in consumer preferences and behavior patterns.
40
<PAGE>
RESULTS OF OPERATIONS
NET INCOME
Net income decreased by $3.8 million to $125.4 million in 1998, reflecting
an increase of $22.5 million in income from operations and a decrease of $26.3
million in net realized capital gains. (In the following discussion, "income
from operations" refers to the statutory statement of operations line item, net
gain from operations after dividends to policyholders and federal income tax and
before realized capital gains.)
Income from operations increased from $102.5 million in 1997 to $125.0
million in 1998, mainly as a result of the following factors:
- - A $16.7 million increase, to $31.4 million in 1998, in the income from
operations from the Company's Retirement Products and Services segment. (This
is discussed in the "Retirement Products and Services Segment" section below.)
- - The effect of terminating certain reinsurance agreements with the Company's
ultimate parent. The termination of these agreements was the predominant
factor in the $71.1 million increase in income from operations for the
Company's Individual Insurance segment.
- - The effects of the Company's December 1997 reorganization (described in the
"Corporate & Other Segment" section below), as a result of which MFS was no
longer a subsidiary of the Company. As a result of this reorganization,
dividends from subsidiaries were lower in 1998 than in 1997 and certain
subsidiary tax benefits were no longer available to the Company. Also
affecting income from operations for the Corporate segment in 1998 was that
income earned on the proceeds of a December 1997 issuance of a $250 million
surplus note was lower than the related interest expense.
Net realized capital gains decreased from $26.7 million in 1997 to $0.4
million in 1998. This change also reflected the Company's reorganization, as a
result of which the Company had a realized capital gain of $21.2 million in
1997.
Net income increased by $6.2 million to $129.2 million in 1997, as
compared to 1996 reflecting a decrease of $15.6 million in income from
operations and an increase of $21.8 million in net realized capital gains.
Income from operations decreased from $118.2 million in 1996 to $102.5
million in 1997, mainly as a result of the following factors:
- - A $7.6 million decrease, to $14.7 million, in income from operations from the
Company's Retirement Products and Services segment. (This is discussed in the
"Retirement Products and Services Segment" section below.)
- - An increase of $6.5 million, compared to 1996, in the effects of the
reinsurance arrangements between the Company and its ultimate parent.
- - A decrease, by approximately $9 million, in dividends from subsidiaries, as
well as higher taxes and expenses in the Corporate segment.
As noted above, the $21.9 million increase in net realized capital gains,
from $4.8 million in 1996 to $26.7 million in 1997, was caused mainly by the
December 1997 company reorganization, as a result of which the Company had a
realized capital gain of $21.2 million in 1997.
INCOME FROM OPERATIONS BY SEGMENT
The Company's income from operations reflects the operations of its three
business segments: the Retirement Products and Services segment, the Individual
Insurance segment and the Corporate segment. The following table provides a
summary.
41
<PAGE>
INCOME FROM OPERATIONS BY SEGMENT*
($ IN MILLIONS)
<TABLE>
<CAPTION>
% CHANGE
----------------------------
1998 1997 1996 1998/1997 1997/1996
--------- --------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Individual Insurance 89.1 18.0 11.5 395.0% 56.5%
Retirement Products and Services 31.4 14.7 22.3 113.6% (34.1)%
Corporate 4.5 69.8 84.4 (93.6)% (17.3)%
--------- --------- --------- ----- -----
125.0 102.5 118.2 22.0% (13.3)%
--------- --------- --------- ----- -----
--------- --------- --------- ----- -----
</TABLE>
*Before realized capital gains
These results are discussed more fully below.
RETIREMENT PRODUCTS AND SERVICES SEGMENT
The Retirement Products and Services segment focuses on the savings and
retirement needs of those preparing for retirement or those who have already
retired. It primarily markets to upscale consumers in the U.S., selling
individual and group fixed and variable annuities. Its major product lines,
"Regatta" and "Futurity," are combination fixed/variable annuities. In these
combination annuities, contract holders have the choice of allocating payments
either to a fixed account, which provides a guaranteed rate of return, or to
variable accounts. Withdrawals from the fixed account are subject to market
value adjustment. In the variable accounts, the contract holder can choose from
a range of investment options and styles. The return depends upon investment
performance of the options selected. Investment funds available under Regatta
are managed by MFS, an affiliate of the Company. Investment funds available
under Futurity products are managed by several investment managers, including
MFS and Sun Capital Advisers, Inc., a subsidiary of the Company.
The Company distributes these annuity products through a variety of
channels. For the Regatta products, about half are sold through securities
brokers; a further one-fourth through financial institutions, and the remainder
through insurance agents and financial planners. The Futurity products,
introduced in February 1998, are distributed through a dedicated wholesaler
network, including Sun Life of Canada (US) Distributors, Inc., that services
similar distribution channels.
Although new pension products are not currently sold, there has been a
substantial block of group retirement business in-force, including guaranteed
investment contracts ("GICs"), pension plans and group annuities. A significant
portion of these pension contracts are non-surrenderable, with the result that
the Company's liquidity exposure is limited. GICs were marketed directly in the
U.S. through independent managers. In 1997, the Company decided to no longer
market group pension and GIC products.
Following are the major factors affecting the Retirement Products and
Services segment results compared to the prior year.
1998 COMPARED TO 1997:
- - A SHIFTING PATTERN IN SALES. Annuity deposits declined by about $27 million,
or 1%, to $2.2 billion in 1998. Fixed annuity account deposits were lower by
approximately 7% in 1998, while deposits into variable annuity accounts have
been increasing in total and as a proportion of total annuity deposits. These
trends reflected market conditions and competitive factors.
Deposits into the Dollar Cost Averaging (DCA) programs, a feature of the
Company's combination fixed/variable annuity products, were a significant
element of account deposits. Under these programs, which were redesigned in
late 1996, deposits are made into the fixed portion of the annuity contract
and receive a bonus rate of interest for the policy year. During the year,
the fixed deposit is systematically transferred to the variable portion of
the contract in equal periodic installments. DCA deposits overall were flat
in 1998 compared to 1997. This pattern resulted, in part, from heightened
competition, as other companies introduced similar DCA programs within the
42
<PAGE>
past year. During the 4th quarter of 1998, the Company introduced a higher
DCA rate and a new six-month DCA program. DCA deposits for that quarter were
higher, compared to the preceding 1998 quarters.
An increase in variable account deposits in 1998 reflected both the
continuing strong growth in equity markets generally and the continuing
strong performance of the investment funds underlying the Company's variable
annuity products. The continuing strong equity markets, low interest rate
environment, and demographic trends, among other factors, have increased the
demand and market for wealth accumulation products in the U.S., particularly
for variable annuities. These factors have contributed to the growth in the
Company's variable account deposits in 1998, despite heightened competition.
The Company introduced its Futurity line of products in February 1998.
Related deposits represented about 6% of the total for the Retirement
Products and Services segment in 1998, reflecting this recent introduction.
The Company expects that sales for the Futurity product will continue to
increase in the future, based on its beliefs that market demand is growing
for multi-manager variable annuity products, such as Futurity; that the
productivity of Futurity's wholesale distribution network, established in
1998, will continue to grow; and that the marketplace will respond favorably
to future introductions of new Futurity products and product enhancements.
- - HIGHER FEE INCOME RESULTING FROM HIGHER VARIABLE ANNUITY ACCOUNT BALANCES. The
main factors driving this growth in account balances have been market
appreciation and net deposit activity. This growth has generated corresponding
increases in fee income, since fees are determined based on the average assets
held in these accounts. Fee income increased by approximately $43 million, or
39%, in 1998.
- - WHILE THERE HAS BEEN A SHIFT TO VARIABLE ACCOUNTS FROM THE GENERAL ACCOUNT,
NET INVESTMENT INCOME HAS DECLINED. Net investment income reflects only income
earned on invested assets of the general account. In 1998, net investment
income for the Retirement Products and Services segment decreased by about $40
million, or 20%, compared to 1997, mainly as a result of the decline in
average invested assets in the Company's general account. This decline in
average general account assets mainly reflected the shift in deposits in
recent years from the fixed account to variable accounts. It also reflected
the Company's decision in 1997 to no longer market group pension and GIC
products.
- - LOWER POLICYHOLDER BENEFITS, MAINLY REFLECTING LOWER SURRENDER ACTIVITY
COMPARED TO 1997. During 1997 and into the first half of 1998, surrender and
withdrawal activity was high. This activity primarily related to a block of
separate account contracts that had been issued seven or more years previously
and for which the surrender charge periods had expired. While variable account
surrenders have continued to rise, general account surrenders have declined.
As a result of this pattern of activity, policyholder benefits (of which
surrenders and withdrawals, the related changes in the liability for premium
and other deposit funds, and related separate account transfers are the major
elements) increased in 1997 and were lower in 1998. The company expects that
as the separate account block of business continues to grow, and as a higher
proportion of it is no longer subject to surrender charges, surrenders will
tend to increase.
- - INVESTMENTS IN TECHNOLOGY AND INFRASTRUCTURE TO ENHANCE ANNUITY OPERATIONS. As
a result of these investments, operational expenses increased by approximately
$12 million, or 25%, in 1998 compared to 1997. These increases reflected three
main factors:
(1) Higher volumes of annuity business, requiring greater administrative
support. The Company expects that increases in the volume of its annuity
business will continue to have a similar effect on expenses in the near
term.
(2) Improvements to the computer systems and technology that support the
annuity business. These improvements involved information systems
supporting the growth of the Company's in-force business, particularly
its combination fixed/variable annuities. The Company expects to continue
to invest in its systems and technology in the future. The extent and
nature of these investments will depend on the Company's assessments of
the relative costs and benefits of given projects.
43
<PAGE>
(3) Costs associated with the product design and implementation of the new
Futurity multi-manager annuity product and the development of a new
product within the Regatta product line. The Company expects to continue
to invest in further product enhancements in the future.
1997 COMPARED TO 1996:
- - STRONG FIXED ACCOUNT DEPOSITS. Fixed account deposits in 1997 were
approximately $650 million, or 240%, higher than in 1996. This increase
resulted mainly from the Company's redesign of its DCA programs in late 1996.
The Company benefited at the time from the popularity of its DCA program
features and from the absence of major competitors offering similar features.
- - IN 1997, VARIABLE ANNUITY DEPOSITS WERE ABOUT $200 MILLION, OR 16%, LOWER THAN
IN 1996. THIS TREND REFLECTED HEIGHTENED COMPETITION, UNCERTAINTIES IN THE
MARKETPLACE REGARDING THE ATTRACTIVENESS OF VARIABLE ANNUITIES, AND CUSTOMER
PREFERENCES FOR DEPOSITING INTO THE DCA PROGRAMS RATHER THAN DIRECTLY INTO THE
VARIABLE ACCOUNTS.
- - HIGHER FEE INCOME RESULTING FROM HIGHER VARIABLE ANNUITY ACCOUNT BALANCES. The
main factors driving this growth in account balances were market appreciation
and net deposit activity. This growth generated corresponding increases in fee
income, since fees are determined based on the average assets held in these
accounts.
- - DECLINING GENERAL ACCOUNT BALANCES, RESULTING IN DECLINING NET INVESTMENT
INCOME. In 1997, net investment income for the Retirement Products and
Services segment decreased by about 16%, mainly as a result of a decline in
average invested assets in the Company's general account. This decline in
average general account assets mainly reflected the Company's decision in 1997
to no longer market group pension and GIC products.
- - HIGHER POLICYHOLDER BENEFITS, MAINLY REFLECTING HIGH SURRENDER ACTIVITY IN
1997. As noted above, surrender and withdrawal activity was high in 1997. This
activity primarily related to a block of separate account contracts that had
been issued seven or more years previously and for which the surrender charge
period had expired. As a result of this pattern of activity, policyholder
benefits (of which surrenders and withdrawals, the related changes in the
liability for premium and other deposit funds, and related separate account
transfers are the major elements) were unusually high in 1997 compared to
1996.
- - HIGHER COMMISSIONS. Commissions increased by approximately $22 million, or
20%, in 1997, directly reflecting higher sales of combination fixed/variable
annuity products in 1997 compared to 1996.
- - HIGHER OPERATIONAL EXPENSES. Operational expenses increased by approximately
$5 million, or 13%, as a result of the additional staffing needed to
administer higher volumes of business and because of non-recurring costs of
moving the Retirement Products and Services operations to a new facility.
INDIVIDUAL INSURANCE SEGMENT
The Individual Insurance segment comprises two main elements, internal
reinsurance and variable life products.
INTERNAL REINSURANCE
In recent years, the Company has had various reinsurance agreements with its
ultimate parent, Sun Life (Canada). In some of these arrangements, Sun Life
(Canada) has reinsured the mortality risks of individual life policies sold in
prior years by the Company. In another agreement, which became effective January
1, 1991 and terminated October 1, 1998, the Company reinsured certain individual
life insurance contracts issued by Sun Life (Canada). The latter agreement had a
significant effect on net income in both 1997 and 1998. The former agreements,
in the aggregate, also affected net income in those years, but to a much lesser
extent. The effects of these agreements on the Company's net income are
summarized in the following table.
44
<PAGE>
INTERNAL REINSURANCE-EFFECT ON INCOME FROM OPERATIONS BEFORE INCOME TAXES
($ IN MILLIONS)
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
1991 Agreement
Effect on operations $ 24.6 $ 37.1 $ 35.2
Effect of termination 65.7
Other Agreements
Effect on operations (2.1) (1.4) (1.6)
--------- --------- ---------
Total $ 88.2 $ 35.7 $ 33.6
--------- --------- ---------
--------- --------- ---------
</TABLE>
Because the 1991 agreement was in effect only through the first nine
months of 1998, related net income was correspondingly lower in 1998 than in
1997. Also contributing to the lower 1998 net income from operations from this
agreement were proportionately higher death claims in 1998. The effect of
terminating this agreement was to further increase 1998 net income by $65.7
million. Neither the net income effect of this agreement's operations nor that
of its termination will recur. The termination-related increase in 1998
represents a reasonable approximation of the value of the stream of future
earnings that the agreement would have generated had it not been terminated.
VARIABLE LIFE PRODUCTS
This business includes the sale of individual variable life insurance
products, primarily the Company's variable universal life product for the
company-owned life insurance ("COLI") market. This product was introduced in
late 1997. The Company expects the variable life business to grow and become
more significant in the future.
CORPORATE SEGMENT
This segment includes the capital of the Company, its investments in
subsidiaries and items not otherwise attributable to either the Retirement
Products and Services and Individual Insurance segments. In 1998, income from
operations decreased by $65.3 million to $4.5 million for this segment. This
decrease reflected two main factors:
- Dividends from subsidiaries were lower than in 1997 by $37.5 million. This
decrease mainly resulted from a December 1997 reorganization, in which the
Company transferred its ownership of MFS to its parent company. As a
result of this reorganization, the Company received no dividends from MFS
in 1998. By comparison, it received $33.1 million of MFS dividends in
1997.
- Net investment income other than dividends from subsidiaries, was lower
than in 1997 by $5.9, reflecting the effect of the Company's December 1997
issuance of a $250 million surplus note to its upstream holding company.
Interest expense exceeded investment earnings on the related funds.
In 1997, income from operations for this segment decreased by $14.6
million to $69.8 million. This decrease mainly reflected a decrease, by
approximately $9 million, in dividends from subsidiaries. It also reflected
higher taxes and expenses.
FINANCIAL CONDITION AND LIQUIDITY
ASSETS
The Company's total assets comprise those held in its general account and
those held in its separate accounts. General account assets support general
account liabilities. Separate accounts and their assets are of two main types:
- Those assets held in a "fixed" separate account, which the Company
established for amounts that contract holders allocate to the fixed
portion of their combination fixed/variable deferred annuity contracts.
Fixed separate account assets are available to fund general account
liabilities and general account assets are available to fund the
liabilities of this fixed separate account. The
45
<PAGE>
Company manages the assets of this fixed separate account according to
general account investment policy guidelines.
- Those assets held in a number of registered and non-registered "variable"
separate accounts as investment vehicles for the Company's variable life
and annuity contracts. Policyholders may choose from among various
investment options offered under these contracts according to their
individual needs and preferences. Policyholders assume the investment
risks associated with these choices. General account and fixed separate
account assets are not available to fund the liabilities of these variable
accounts.
The following table summarizes significant changes in asset balances
during 1998 and 1997. The changes are discussed below.
<TABLE>
<CAPTION>
ASSETS % CHANGE
1998 1997 1996 1998/1997 1997/1996
---------- ---------- ---------- ------------ ------------
($ IN MILLIONS)
<S> <C> <C> <C> <C> <C>
General account assets $ 2,932.2 $ 4,513.5 $ 4,593.9 (35.0)% (1.75)%
Fixed separate account assets 2,195.6 2,343.9 2,108.8 (6.3)% 11.15%
---------- ---------- ---------- ------ ------
$ 5,127.8 $ 6,857.4 $ 6,702.7 (25.2)% 2.31%
Variable separate account assets 11,774.8 9,068.0 6,919.2 29.9% 31.06%
---------- ---------- ---------- ------ ------
Total assets $ 16,902.6 $ 15,925.4 $ 13,621.9 6.1% 16.91%
---------- ---------- ---------- ------ ------
---------- ---------- ---------- ------ ------
</TABLE>
General account and fixed separate account assets, taken together,
decreased by 25% in 1998; but variable separate account assets increased by 30%
that year. In 1997, growth in the general account and fixed separate account was
low; variable separate account assets increased by 31%. This growth in variable
accounts relative to the general and fixed accounts reflects two main factors:
appreciation of the funds held in the variable separate accounts has exceeded
that of the funds held in the general and fixed separate accounts; and annuity
deposits into variable accounts have increased, while annuity deposits into
fixed accounts have slowed. The Company believes this pattern has reflected a
shift in the preferences of policyholders, which is largely attributable to the
strong performance of equity markets in general and of the Company's variable
account funds in particular.
The assets of the general account are available to support general account
liabilities. For management purposes, it is the Company's practice to segment
its general account to facilitate the matching of assets and liabilities.
General account assets primarily comprise cash and invested assets, which
represented 98.7% of general account assets at year-end 1998. Major types of
invested asset holdings included bonds, mortgages, real estate and common stock.
The Company's bond holdings comprised 60.9% of the Company's portfolio at
year-end 1998. Bonds included both public and private issues. It is the
Company's policy to acquire only investment-grade securities. As a result, the
overall quality of the bond portfolio is high. At year-end 1998, only 5.3% were
rated below-investment-grade; i.e., they had National Association of Insurance
Commissioners ("NAIC") ratings lower than "1" or "2." The Company's mortgage
holdings amounted to $535.0 million at year-end 1998, representing 18.5% of the
total portfolio. All mortgage holdings at year-end 1998 were in good standing.
The Company believes that the high quality of its mortgage portfolio is largely
attributable to its stringent underwriting standards. At year-end 1998,
investment real estate amounted to $78.0 million, representing about 2.7% of the
total portfolio. The Company invests in real estate to enhance yields and,
because of the long-term nature of these investments, the Company uses them for
purposes of matching with products having long-term liability durations. Common
stock holdings amounted to $128.4 million, representing about 4.4% of the
portfolio. These holdings comprised the Company's ownership shares in
subsidiaries.
Other general account assets decreased by $1,021.4 million in 1998. This
change primarily reflected the effect of terminating the internal reinsurance
agreement with the Company's ultimate parent, discussed in "Internal
Reinsurance," above.
46
<PAGE>
LIABILITIES
As with assets, the proportion of variable separate account liabilities to
total liabilities has been increasing. Most of the Company's liabilities
comprise reserves for life insurance and for annuity contracts and deposit
funds. The Company expects the declining trend in general account liabilities to
continue, because it believes that net maturities will continue to exceed sales
for the fixed contracts associated with these liabilities. This trend stems
mainly from the Company's 1997 decision to discontinue selling group pension and
GIC contracts and to focus its marketing efforts on its combination
fixed/variable annuity products.
In December 1997, the Company borrowed $110.0 million from Sun Life
Assurance Company of Canada -- U.S. Operations Holdings, Inc. ("U.S. Holdco"),
an upstream holding company. The Company repaid this note during the first
quarter of 1998.
The termination of the internal reinsurance agreement discussed above
resulted in a $1.0 billion decrease in liabilities as compared to 1997.
CAPITAL MARKETS RISK MANAGEMENT
See "Quantitative and Qualitative Disclosures About Market Risk," below
for a discussion of the Company's capital markets risk management.
CAPITAL RESOURCES
CAPITAL ADEQUACY
The National Association of Insurance Commissioners ("NAIC") adopted
regulations at the end of 1993 that established minimum capitalization
requirements for insurance companies, based on risk-based capital ("RBC")
formulas. These requirements are intended to identify undercapitalized
companies, so that specific regulatory actions can be taken on a timely basis.
The RBC formula for life insurance companies sets capital requirements related
to asset, insurance, interest rate, and business risks. According to the RBC
calculation, the Company's capital was well in excess of its required capital at
year-end 1998.
LIQUIDITY
The Company's liquidity requirements are generally met by funds from
operations. The Company's main uses of funds are to pay out death benefits and
other maturing insurance and annuity contract obligations; to make pay-outs on
contract terminations; to purchase new investments; to fund new business
ventures; and to pay normal operating expenditures and taxes. The Company's main
sources of funds are premiums and deposits on insurance and annuity products;
proceeds from the sale of investments; income from investments; and repayments
of investment principal.
In managing its general account and fixed separate account assets in
relation to its liabilities, the Company has segmented these assets by product
or by groups of products. The Company manages each segment's assets based on an
investment policy that it has established for that segment. Among other matters,
this investment policy considers liquidity requirements and provides cash flow
estimates. The Company reviews these policies quarterly.
The Company's liquidity targets are intended to enable it to meet its
day-to-day cash requirements. On a quarterly basis, the Company compares its
total "liquifiable" assets to its total demand liabilities. Liquifiable assets
comprise cash and assets that could quickly be converted to cash should the need
arise. These assets include short-term investments and other current assets and
investment-grade bonds. The Company's policy is to maintain a liquidity ratio in
excess of 100%, and it did so throughout 1998. Based on its ongoing liquidity
analyses, the Company believes that its available liquidity is more than
sufficient to meet its liquidity needs.
47
<PAGE>
DEMUTUALIZATION
On January 27, 1998, SLOC announced that its Board of Directors requested
management world-wide to develop a plan to convert from a mutual life insurance
company into a publicly traded stock company through demutualization worldwide.
Management has put in place a full time task force which, together with a
worldwide team of actuarial, financial and legal advisers, has begun work. The
Board will decide later this year whether to proceed with demutualization,
following the completion of the plan. Demutualization would require regulatory
and policyholder approval. Based on information known to date, the potential
demutualization of SLOC is not expected to have any significant impact on the
Company.
YEAR 2000 COMPLIANCE
During the fourth quarter of 1996, the Company, Sun Life (Canada) and
affiliates began a comprehensive analysis of its information technology ("IT")
and non-IT systems, including its hardware, software, data, data feed products,
and internal and external supporting services, to address the ability of these
systems to correctly process date calculations through the year 2000 and beyond.
The Company created a full-time Year 2000 project team in early 1997 to manage
this endeavor across the Company. This team, which works with dedicated
personnel from all business units and with the legal and audit departments,
reports directly to the Company's senior management on a monthly basis. In
addition, the Company's Year 2000 project is periodically reviewed by internal
and external auditors.
To date, relevant systems have been identified and their components
inventoried, needed resolutions have been documented, timelines and project
plans have been developed, remediation and testing are in process. Over 90% of
the components have been remediated and tested and are certified as Year 2000
compliant. The majority of the remaining components are in the testing phase and
are expected to be certified over the course of 1999.
In mid-1997, the project team contacted all key vendors to obtain either
their certification for the products and services provided or their plan to make
those products and services compliant. Approximately 95% of these vendors have
responded, and the project team has reviewed the responses and validated and
conducted tests with the vendors where appropriate. In addition, the project
team continues to work with critical business partners, such as third-party
administrators, investment property managers, investment mortgage
correspondents, and others, with the goal that these partners will continue to
be able to support the Company's objective of assuring Year 2000 compliance.
Non-IT applications, including building security, HVAC systems, and other
such systems will be tested. Compliant client server and mainframe environments
have been built which allow for testing of critical dates such as December 31,
1999, January 1, 2000, February 28, 2000, February 29, 2000, and March 1, 2000
without impact to current production.
Although the Company expects all critical systems to be Year 2000
compliant before the end of 1999, there can be no assurance that this result
will be completely achieved. Factors giving rise to this uncertainty include
possible loss of technical resources to perform the work, failure to identify
all susceptible systems, non-compliance by third-parties whose systems and
operations affect the Company, and other similar uncertainties. A possible
worst-case scenario might include one or more of the Company's significant
systems being non-compliant. Such a scenario could result in material disruption
to the Company's operations. Consequences of such disruptions could include,
among other possibilities, the inability to update customers' accounts, process
payments and other financial transactions; and report accurate data to
management, customers, regulators, and others. Consequences also could include
business interruptions or shutdowns, reputational harm, increased scrutiny by
regulators, and litigation related to Year 2000 issues. Such potential
consequences, depending on their nature and duration, could have a material
impact on the Company's results of operations and financial position.
In order to mitigate the risks to the Company of material adverse
operational or financial impacts from failure to achieve planned Year 2000
compliance, the Company has established contingency planning at the business
unit and corporate levels. Each business unit has ranked its applications as
being of high, medium or low business risk to ensure that the most critical are
addressed first. The
48
<PAGE>
business units also have developed alternate plans of action where possible, and
established dates for the alternate plans to be enacted. On the corporate level,
the Company is in the process of enhancing its business continuation plan, by
identifying minimum requirements for facilities, computing, staffing, and other
factors; and it is developing a plan to support those requirements.
As of December 31, 1998, the Company expended, cumulatively, approximately
$4.2 million on its Year 2000 effort, and it expects to incur a further $1.3
million on this effort in 1999.
SALE OF SUBSIDIARY
In February 1999, the Company completed the sale of its wholly-owned
subsidiary, Massachusetts Casualty Insurance Company (MCIC) to Centre Solutions
(U.S) Limited, a wholly-owned subsidiary of Centre Reinsurance Holdings, Limited
for approximately $34 million. MCIC sold individual disability insurance
throughout the U.S. This transaction is not expected to have a significant
effect on the operations of the Company
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This discussion covers market risks associated with investment portfolios
that support the Company's general account liabilities. This discussion does not
cover market risks associated with those investment portfolios that support
separate account products. For these products, the policyholder, rather than the
Company, assumes these market risks.
GENERAL
The assets of the general account are available to support general account
liabilities. For purposes of managing these assets in relation to these
liabilities, the company notionally segments these assets by product or by
groups of products. The Company manages each segment's assets based on an
investment policy that it has established for that segment. The policy covers
the segment's liability characteristics and liquidity requirements, provides
cash flow estimates, and sets targets for asset mix, duration, and quality. Each
quarter, investment and business unit managers review these policies to ensure
that the policies remain appropriate, taking into account each segment's
liability characteristics.
TYPES OF MARKET RISKS
The Company's stringent underwriting standards and practices have resulted
in high-quality portfolios and have the effect of limiting credit risk. It is
the Company's policy, for example, not to purchase below-investment-grade
securities. Also, as a matter of investment policy, the Company assumes no
foreign currency or commodity risk; nor does it assume equity price risk except
to the extent that it holds real estate in its portfolios. (At year-end 1998,
investment real estate holdings represented approximately 3% of its total
general account portfolio.) The management of interest rate risk exposure is
discussed below.
INTEREST RATE RISK MANAGEMENT
The Company's fixed interest rate liabilities are primarily supported by
well diversified portfolios of fixed interest investments. They are also
supported by holdings of real estate and floating rate notes. All of these fixed
interest investments are held for other than trading purposes and can include
publicly issued and privately placed bonds and commercial mortgage loans. Public
bonds can include Treasury bonds, corporate bonds, and money market instruments.
The Company's fixed income portfolios also hold securitized assets, including
mortgage-backed securities (MBS) and asset-backed securities. These securities
are subject to the same standards applied to other portfolio investments,
including relative value criteria and diversification guidelines. In portfolios
backing interest-sensitive liabilities, the Company's policy is to limit MBS
holdings to less than 10% of total portfolio assets. In all portfolios, the
Company restricts MBS investments to pass-through securities issued by U.S.
government agencies and to collateralized mortgage obligations, which are
expected to exhibit relatively low volatility. The Company does not engage in
leveraged transactions and it does not invest in the more speculative forms of
these instruments such as the interest-only, principal-only, inverse floater, or
residual tranches.
49
<PAGE>
Changes in the level of domestic interest rates affect the market value of
fixed interest assets and liabilities. Segments whose liabilities mainly arise
from the sale of products containing interest rate guarantees for certain terms
are sensitive to changes in interest rates. In these segments, the Company uses
"immunization" strategies, which are specifically designed to minimize the loss
from wide fluctuations in interest rates. The Company supports these strategies
using analytical and modeling software acquired from outside vendors.
Significant features of the Company's immunization models include:
- an economic or market value basis for both assets and liabilities;
- an option pricing methodology;
- the use of effective duration and convexity to measure interest rate
sensitivity;
- the use of "key rate durations" to estimate interest rate exposure at
different parts of the yield curve and to estimate the exposure to
non-parallel shifts in the yield curve.
The Company's Interest Rate Risk Committee meets monthly. After reviewing
duration analyses, market conditions and forecasts, the Committee develops
specific asset management strategies for the interest-sensitive portfolios.
These strategies may involve managing to achieve small intentional mismatches,
either in terms of total effective duration or for certain key rate durations,
between the liabilities and related assets of particular segments. The Company
manages these mismatches to a tolerance range of plus or minus 0.5.
Asset strategies may include the use of Treasury futures or interest rate
swaps to adjust the duration profiles for particular portfolios. All derivative
transactions are conducted under written operating guidelines and are marked to
market. Total positions and exposures are reported to the Board of Directors on
a monthly basis. The counterparties to hedging transactions are major highly
rated financial institutions, with respect to which the risk of the Company's
incurring losses related to credit exposures is considered remote.
Liabilities categorized as financial instruments and held in the Company's
general account at December 31, 1998 had a fair value of $1,538.3 million. Fixed
income investments supporting those liabilities had a fair value of $2,710.1
million at that date. The Company performed a sensitivity analysis on these
interest-sensitive liabilities and assets at December 31, 1998. The analysis
showed that if there were an immediate increase of 100 basis points in interest
rates, the fair value of the liabilities would show a net decrease of $46.3
million and the corresponding assets would show a net decrease of $113.2
million.
By comparison, liabilities categorized as financial instruments and held
in the Company's general account at December 31, 1997 had a fair value of
$1,986.4 million. Fixed income investments supporting those liabilities had a
fair value of $3,276.2 million at that date. The Company performed a sensitivity
analysis on these interest-sensitive liabilities and assets at December 31,
1997. The analysis showed that if there were an immediate increase of 100 basis
points in interest rates, the fair value of the liabilities would show a net
decrease of $56.0 million and the corresponding assets would show a net decrease
of $108.0 million.
The Company produced these estimates using computer models. Since these
models reflect assumptions about the future, they contain an element of
uncertainty. For example, the models contain assumptions about future
policyholder behavior and asset cash flows. Actual policyholder behavior and
asset cash flows could differ from what the models show. As a result, the
models' estimates of duration and market values may not reflect what actually
will occur. The models are further limited by the fact that they do not provide
for the possibility that management action could be taken to mitigate adverse
results. The Company believes that this limitation is one of conservatism; that
is, it will tend to cause the models to produce estimates that are generally
worse than one might actually expect, all other things being equal.
50
<PAGE>
Based on its processes for analyzing and managing interest rate risk, the
Company believes its exposure to interest rate changes will not materially
affect its near-term financial position, results of operations, or cash flows.
REINSURANCE
The Company has agreements with Sun Life (Canada) which provide that Sun
Life (Canada) will reinsure the mortality risks of the individual life insurance
contracts previously sold by the Company. Under these agreements, basic death
benefits and supplementary benefits are reinsured on a yearly renewable term
basis and coinsurance basis, respectively. Reinsurance transactions under these
agreements in 1998 had the effect of decreasing net income from operations by
$2,128,000.
Effective January 1, 1991 the Company entered into an agreement with Sun
Life (Canada) under which certain individual life insurance contracts issued by
Sun Life (Canada) were reinsured by the Company on a 90% coinsurance basis. Also
effective January 1, 1991 the Company entered into an agreement with Sun Life
(Canada) which provides that Sun Life (Canada) will reinsure the mortality risks
in excess of $500,000 per policy for the individual life insurance contracts
assumed by the Company in the reinsurance agreement described above. Death
benefits are reinsured on a yearly renewable term basis. The life reinsurance
assumed agreement requires the reinsurer to withhold funds in an amount equal to
the reserves assumed. The Company terminated these agreements, effective October
1, 1998, resulting in an increase in income from operations by approximately
$65,679,000 which included a cash settlement.
The Company has also executed reinsurance agreements with unaffiliated
companies. These agreements provide reinsurance of certain individual life
insurance contracts on a modified coinsurance basis under which all deficiency
reserves are ceded; as well as reinsurance for variable universal life on a
yearly renewable term basis for which the Company has a maximum retention of
$2,000,000.
RESERVES
In accordance with the life insurance laws and regulations under which the
Company operates, it is obligated to carry on its books, as liabilities,
actuarially determined reserves to meet its obligations on its outstanding
contracts. Reserves are based on mortality tables in general use in the United
States and are computed to equal amounts that, with additions from premiums to
be received, and with interest on such reserves compounded annually at certain
assumed rates, will be sufficient to meet the Company's policy obligations at
their maturities or in the event of an insured's death. In the accompanying
Financial Statements, these reserves are determined in accordance with statutory
regulations.
INVESTMENTS
Of the Company's total assets of $16.9 billion at December 31, 1998, 82.7%
($13.98 billion) consisted of unitized and non-unitized separate account assets,
10.4% ($1.76 billion) was invested in bonds and similar securities, 3.2% ($541
million) was invested in mortgages, 0.7% ($118.3 million) was invested in
subsidiaries, 0.6% ($101.4 million) was invested in real estate, and the
remaining 2.4% ($405.6 million) was invested in cash and other assets.
COMPETITION
The Company is engaged in a business that is highly competitive because of
the large number of stock and mutual life insurance companies and other entities
marketing insurance products. According to a 1998 statistical study published by
A.M. Best, the Company ranked 37th among all life insurance companies in the
United States based upon total assets as of December 31, 1997. Its ultimate
parent company, Sun Life (Canada), ranked 21st.
EMPLOYEES
The Company and Sun Life (Canada) have entered into a service agreement
which provides that the latter will furnish the Company, as required, with
personnel as well as certain services and facilities
51
<PAGE>
on a cost reimbursement basis. As of March 31, 1999, the Company had 392 direct
employees who are employed at its Principal Executive Office in Wellesley Hills,
Massachusetts and at its Retirement Products and Services Division in Boston,
Massachusetts.
PROPERTIES
The Company occupies office space owned by it and leased to Sun Life
(Canada), and certain unrelated parties for lease terms not exceeding five
years. Rent received by the Company under the leases amounted to approximately
$6,856,000 in 1998. The Company also occupies office space which it leases from
unaffiliated parties for various lease terms.
STATE REGULATION
The Company is subject to the laws of the State of Delaware governing life
insurance companies and to regulation by the Commissioner of Insurance of
Delaware. An annual statement is filed with the Commissioner of Insurance on or
before March lst in each year relating to the operations of the Company for the
preceding year and its financial condition on December 31st of such year. Its
books and records are subject to review or examination by the Commissioner or
his agents at any time and a full examination of its operations is conducted at
periodic intervals.
The Company is also subject to the insurance laws and regulations of the
other states and jurisdictions in which it is licensed to operate. The laws of
the various jurisdictions establish supervisory agencies with broad
administrative powers with respect to licensing to transact business, overseeing
trade practices, licensing agents, approving policy forms, establishing reserve
requirements, fixing maximum interest rates on life insurance policy loans and
minimum rates for accumulation of surrender values, prescribing the form and
content of required financial statements and regulating the type and amounts of
investments permitted. Each insurance company is required to file detailed
annual reports with supervisory agencies in each of the jurisdictions in which
it does business and its operations and accounts are subject to examination by
such agencies at regular intervals.
In addition, many states regulate affiliated groups of insurers, such as
the Company, its parent and its affiliates, under insurance holding company
legislation. Under such laws, inter-company transfers of assets and dividend
payments from insurance subsidiaries may be subject to prior notice or approval,
depending on the size of such transfers and payments in relation to the
financial positions of the companies involved.
Under insurance guaranty fund laws in most states, insurers doing business
therein can be assessed (up to prescribed limits) for policyholder losses
incurred by insolvent companies. The amount of any future assessments of the
Company under these laws cannot be reasonably estimated. However, most of these
laws do provide that an assessment may be excused or deferred if it would
threaten an insurer's own financial strength and many permit the deduction of
all or a portion of any such assessment from any future premium or similar taxes
payable.
Although the federal government generally does not directly regulate the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Current and proposed federal measures which may
significantly affect the insurance business include employee benefit regulation,
removal of barriers preventing banks from engaging in the insurance business,
tax law changes affecting the taxation of insurance companies, the tax treatment
of insurance products and its impact on the relative desirability of various
personal investment vehicles.
LEGAL PROCEEDINGS
There are no pending legal proceedings affecting the Variable Account. We
and our subsidiaries are engaged in various kinds of routine litigation which,
in management's judgment, is not of material importance to our respective total
assets or material with respect to the Variable Account.
52
<PAGE>
ACCOUNTANTS
The financial statements of the Variable Account for the year ended
December 31, 1998 included in the Statement of Additional Information and the
statutory financial statements of the Company for the years ended December 31,
1998, 1997 and 1996 included in this Prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports appearing herein,
and are included in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
FINANCIAL STATEMENTS
The financial statements of the Company which are included in this
Prospectus should be considered only as bearing on the ability of the Company to
meet its obligations with respect to amounts allocated to the Fixed Account and
with respect to the death benefit and the Company's assumption of the mortality
and expense risks. They should not be considered as bearing on the investment
performance of the Series Fund shares held in the Sub-Accounts of the Variable
Account.
The financial statements of the Variable Account for the year ended
December 31, 1998 are included in the Statement of Additional Information.
------------------------
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<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND
CAPITAL STOCK AND SURPLUS
DECEMBER 31, 1998 AND 1997 (IN THOUSANDS)
<TABLE>
<CAPTION>
1998 1997
------------- -------------
<S> <C> <C>
ADMITTED ASSETS
Bonds $ 1,763,468 $ 1,910,699
Common stocks 128,445 117,229
Mortgage loans on real estate 535,003 684,035
Properties acquired in satisfaction of debt 17,207 22,475
Investment real estate 78,021 78,426
Policy loans 41,944 40,348
Cash and short-term investments 265,226 544,418
Other invested assets 64,177 55,716
Life insurance premiums and annuity considerations due and uncollected -- 9,203
Investment income due and accrued 35,706 39,279
Federal income tax recoverable and interest thereon 1,110 --
Receivable from parent, subsidiaries and affiliates -- 27,136
Funds withheld on reinsurance assumed -- 982,653
Other assets 1,928 1,842
------------- -------------
General account assets 2,932,235 4,513,459
Separate account assets:
Unitized 11,774,745 9,068,021
Non-unitized 2,195,641 2,343,877
------------- -------------
Total Admitted Assets $ 16,902,621 $ 15,925,357
------------- -------------
------------- -------------
LIABILITIES
Aggregate reserve for life policies and contracts $ 1,216,107 $ 2,188,243
Supplementary contracts 1,885 2,247
Policy and contract claims 369 2,460
Provision for policyholders' dividends and coupons payable -- 32,500
Liability for premium and other deposit funds 1,000,875 1,450,705
Surrender values on cancelled policies 5 215
Interest maintenance reserve 40,490 33,830
Commissions to agents due or accrued 2,615 2,826
General expenses due or accrued 5,932 6,238
Transfers from Separate Accounts due or accrued (361,863) (284,078)
Taxes, licenses and fees due or accrued, excluding FIT 401 105
Federal income taxes due or accrued 25,019 56,384
Unearned investment income 23 34
Amounts withheld or retained by company as agent or trustee 529 47
Remittances and items not allocated 5,176 1,363
Borrowed money -- 110,142
Asset valuation reserve 44,392 47,605
Payable to parent, subsidiaries, and affiliates 30,381 --
Payable for securities 428 27,104
Other liabilities 9,770 2,924
------------- -------------
General account liabilities 2,022,534 3,680,894
Separate account liabilities:
Unitized 11,774,522 9,067,891
Non-unitized 2,195,641 2,343,877
------------- -------------
Total liabilities 15,992,697 15,092,662
------------- -------------
CAPITAL STOCK AND SURPLUS
Common capital stock 5,900 5,900
------------- -------------
Surplus notes 565,000 565,000
Gross paid in and contributed surplus 199,355 199,355
Unassigned funds 139,669 62,440
------------- -------------
Surplus 904,024 826,795
------------- -------------
Total common capital stock and surplus 909,924 832,695
------------- -------------
Total Liabilities, Capital Stock and Surplus $ 16,902,621 $ 15,925,357
------------- -------------
------------- -------------
</TABLE>
SEE NOTES TO STATUTORY FINANCIAL STATEMENTS.
54
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
STATUTORY STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (IN 000'S)
<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
INCOME:
Premiums and annuity considerations $ 210,198 $ 254,066 $ 266,942
Deposit-type funds 2,140,604 2,155,297 1,775,230
Considerations for supplementary
contracts without life
contingencies and dividend
accumulations 2,086 1,615 2,340
Net investment income 184,532 270,249 303,753
Amortization of interest maintenance
reserve 2,282 1,166 1,557
Income from fees associated with
investment management and
administration and contract
guarantees from Separate Account 141,211 109,757 83,278
Net gain from operations from
Separate Account -- 5 --
Other income 87,364 102,889 87,532
---------- ---------- ----------
Total 2,768,277 2,895,044 2,520,632
---------- ---------- ----------
BENEFITS AND EXPENSES:
Death benefits 15,335 17,284 12,394
Annuity benefits 153,636 148,135 146,654
Disability benefits and benefits
under accident and health policies 104 132 105
Surrender benefits and other fund
withdrawals 1,933,833 1,854,004 1,507,263
Interest on policy or contract funds (140) 699 2,205
Payments on supplementary contracts
without life contingencies and
dividend accumulations 2,528 1,687 2,120
Increase (decrease) in aggregate
reserves for life and accident and
health policies and contracts (972,135) 127,278 162,678
Decrease in liability for premium
and other deposit funds (449,831) (447,603) (392,348)
Increase (decrease) in reserve for
supplementary contracts without
life contingencies and for
dividend and coupon accumulations (362) 42 327
---------- ---------- ----------
Total 682,968 1,701,658 1,441,398
Commissions on premiums and annuity
considerations (direct business
only) 137,718 132,700 109,894
Commissions and expense allowances
on reinsurance assumed 13,032 17,951 18,910
General insurance expenses 58,132 46,624 37,206
Insurance taxes, licenses and fees,
excluding federal income taxes 7,388 8,267 8,431
Increase (decrease) in loading on
and cost of collection in excess
of loading on deferred and
uncollected premiums (1,663) 523 901
Net transfers to Separate Accounts 722,851 844,130 761,941
Reserve and fund adjustments on
reinsurance terminated 1,017,112 -- --
---------- ---------- ----------
Total 2,637,538 2,751,853 2,378,681
---------- ---------- ----------
Net gain from operations before
dividends to policyholders and
Federal Income Taxes 130,739 143,191 141,951
Dividends to policyholders (5,981) 33,316 29,189
---------- ---------- ----------
Net gain from operations after
dividends to policyholders and
before Federal Income Taxes 136,720 109,875 112,762
Federal income tax expense
(benefit), (excluding tax on
capital gains) 11,713 7,339 (5,400)
---------- ---------- ----------
Net gain from operations after
dividends to policyholders and
federal income taxes and before
realized capital gains 125,007 102,536 118,162
Net realized capital gains less
capital gains tax and transferred
to the IMR 394 26,706 4,862
---------- ---------- ----------
NET INCOME $ 125,401 $ 129,242 $ 123,024
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
SEE NOTES TO STATUTORY FINANCIAL STATEMENTS.
55
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
STATUTORY STATEMENTS OF CHANGES IN CAPITAL STOCK AND SURPLUS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (IN 000'S)
<TABLE>
<CAPTION>
1998 1997 1996
---------- ----------- -----------
<S> <C> <C> <C>
Capital and surplus, Beginning of year $ 832,695 $ 567,143 $ 792,452
---------- ----------- -----------
Net income 125,401 129,242 123,024
Change in net unrealized capital gains (losses) (384) 1,152 (1,715)
Change in non-admitted assets and related items (1,086) (463) 67
Change in reserve on account of change in valuation basis -- 39,016 --
Change in asset valuation reserve 3,213 6,307 (11,812)
Surplus (contributed to) withdrawn from Separate Accounts
during period 82 -- 100
Other changes in surplus in Separate Accounts Statements 10 -- --
Change in surplus notes -- 250,000 (335,000)
Dividends to stockholders (50,000) (159,722) --
Aggregate write-ins for gains and losses in surplus (7) 20 27
---------- ----------- -----------
Net change in capital and surplus for the year 77,229 265,552 (225,309)
---------- ----------- -----------
Capital and surplus, End of year $ 909,924 $ 832,695 $ 567,143
---------- ----------- -----------
---------- ----------- -----------
</TABLE>
SEE NOTES TO STATUTORY FINANCIAL STATEMENTS.
56
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
STATUTORY STATEMENTS OF CASH FLOW
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (IN THOUSANDS)
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Cash Provided by Operations:
Premiums, annuity considerations and
deposit funds received $ 2,361,669 $ 2,410,919 $ 2,059,577
Considerations for supplementary
contracts and dividend accumulations
received 2,086 1,615 2,340
Net investment income received 236,944 345,279 324,914
Other income received 253,147 208,223 88,295
----------- ----------- -----------
Total receipts 2,853,846 2,966,036 2,475,126
----------- ----------- -----------
Benefits paid (other than dividends) 2,107,736 2,020,747 1,671,483
Insurance expenses and taxes paid
(other than federal income and
capital gains taxes) 217,023 203,650 172,015
Net cash transferred to Separate
Accounts 800,636 895,465 755,605
Dividends paid to policyholders 26,519 28,316 22,689
Federal income tax payments
(recoveries),(excluding tax on
capital gains) 46,965 1,397 (15,363)
Other--net (138) 698 2,205
----------- ----------- -----------
Total payments 3,198,741 3,150,273 2,608,634
----------- ----------- -----------
Net cash used in operations (344,895) (184,237) (133,508)
----------- ----------- -----------
Proceeds from long-term investments
sold, matured or repaid (after
deducting taxes on capital gains of
$2,038 for 1998, $750 for 1997 and
$1,555 for 1996) 1,261,396 1,343,803 1,768,147
Issuance (repayment) of surplus notes -- 250,000 (335,000)
Other cash provided (used) (40,529) 71,095 147,956
----------- ----------- -----------
Total cash provided 1,220,867 1,664,898 1,581,103
----------- ----------- -----------
Cash Applied:
Cost of long-term investments acquired (967,901) (773,783) (1,318,880)
Other cash applied (187,263) (310,519) (177,982)
----------- ----------- -----------
Total cash applied (1,155,164) (1,084,302) (1,496,862)
Net change in cash and short-term
investments (279,192) 396,359 (49,267)
Cash and short-term investments:
Beginning of year 544,418 148,059 197,326
----------- ----------- -----------
End of year $ 265,226 $ 544,418 $ 148,059
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
SEE NOTES TO STATUTORY FINANCIAL STATEMENTS.
57
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL
Sun Life Assurance Company of Canada (U.S.) (the "Company") is incorporated as a
life insurance company and is currently engaged in the sale of individual
variable life insurance, individual fixed and variable annuities, group fixed
and variable annuities and group pension contracts.
Effective May 1, 1997, the Company became a wholly-owned subsidiary of the newly
established Sun Life of Canada (U.S.) Holdings, Inc. ("Life Holdco"). On
December 18, 1997, Life Holdco became a wholly-owned subsidiary of the Sun Life
Assurance Company of Canada -- U.S. Operations Holdings, Inc. ("US Holdco"). US
Holdco is a wholly-owned subsidiary of Sun Life Assurance Company of Canada
("SLOC"). Prior to December 18, 1997, Life Holdco was a direct wholly-owned
subsidiary of SLOC.
The Company, which is domiciled in the State of Delaware, prepares its financial
statements in accordance with statutory accounting practices prescribed or
permitted by the State of Delaware Insurance Department. Prescribed accounting
practices include practices described in a variety of publications of the
National Association of Insurance Commissioners ("NAIC"), as well as state laws,
regulations and general administrative rules. Permitted accounting practices
encompass all accounting practices not so prescribed. The permitted accounting
practices adopted by the Company are not material to the financial statements.
Prior to 1996, statutory accounting practices were recognized by the insurance
industry and the accounting profession as generally accepted accounting
principles for mutual life insurance companies and stock life insurance
companies wholly-owned by mutual life insurance companies. In April 1993, the
Financial Accounting Standards Board ("FASB") issued an interpretation (the
"Interpretation"), that became effective in 1996, which changed the previous
practice of mutual life insurance companies (and stock life insurance companies
that are wholly-owned subsidiaries of mutual life insurance companies) with
respect to utilizing statutory basis financial statements for general purposes,
in that it will no longer allow such financial statements to be described as
having been prepared in conformity with generally accepted accounting principles
("GAAP"). Consequently, these financial statements prepared in conformity with
statutory accounting practices, as described above, vary from and are not
intended to present the Company's financial position, results of operations or
cash flow in conformity with generally accepted accounting principles. (See Note
20 for further discussion relative to the Company's basis of financial statement
presentation.) The effects on the financial statements of the variances between
the statutory basis of accounting and GAAP, although not reasonably
determinable, are presumed to be material.
INVESTED ASSETS
Bonds are carried at cost, adjusted for amortization of premium or accrual of
discount. Investments in non-insurance subsidiaries are carried on the equity
basis. Investments in mortgage backed securities are generally carried at
amortized cost. Changes in prepayment assumptions and resulting cash flows are
evaluated periodically. The adjusted yield is used to calculate investment
income in future periods. If current book value exceeds future undiscounted cash
flows, a realized capital loss is recorded and amortized through IMR.
Investments in insurance subsidiaries are carried at their statutory surplus
values. Mortgage loans acquired at a premium or discount are carried at
amortized values and other mortgage loans are carried at the amounts of the
unpaid balances. Real estate investments are carried at the lower of cost,
adjusted for accumulated depreciation or appraised value, less encumbrances.
Short-term investments are carried at amortized cost, which approximates fair
value. Depreciation of buildings and improvements is calculated using the
straight-line method over the estimated useful life of the property, generally
40 to 50 years.
58
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
POLICY AND CONTRACT RESERVES
The reserves for life insurance and annuity contracts, developed by accepted
actuarial methods, have been established and maintained on the basis of
published mortality tables using assumed interest rates and valuation methods
that will provide reserves at least as great as those required by law and
contract provisions.
INCOME AND EXPENSES
For life and annuity contracts, premiums are recognized as revenues over the
premium paying period, whereas commissions and other costs applicable to the
acquisition of new business are charged to operations as incurred.
SEPARATE ACCOUNTS
The Company has established unitized separate accounts applicable to various
classes of contracts providing for variable benefits. Contracts for which funds
are invested in separate accounts include variable life insurance and individual
and group qualified and non-qualified variable annuity contracts.
Assets and liabilities of the separate accounts, representing net deposits and
accumulated net investment earnings less fees, held primarily for the benefit of
contract holders, are shown as separate captions in the financial statements.
Assets held in the separate accounts are carried at market value as determined
by quoted market prices of the underlying investments.
The Company has also established a non-unitized separate account for amounts
allocated to the fixed portion of certain combination fixed/variable deferred
annuity contracts. The assets of this account are available to fund general
account liabilities, and general account assets are available to fund
liabilities of this account.
Gains (losses) from mortality experience and investment experience of the
separate accounts, not applicable to contract owners, are transferred to (from)
the general account. Accumulated gains (losses) that have not been transferred
are recorded as a payable (receivable) to (from) the general account. Amounts
payable to the general account of the Company were $361,863,000 in 1998 and
$284,078,000 in 1997.
CHANGES IN ACCOUNTING PRINCIPLES AND REPORTING
As described more fully in Note 10, during 1997 the Company changed certain
assumptions used in determining actuarial reserves.
In March 1998, the National Association of Insurance Commissioners adopted the
Codification of Statutory Accounting Principles ("Codification"). The
Codification, which is intended to standardize regulatory accounting and
reporting for the insurance industry, is proposed to be effective January 1,
2001. However, statutory accounting principles will continue to be established
by individual state laws and permitted practices and it is uncertain when, or
if, the state of Delaware will require adoption of Codification for the
preparation of statutory financial statements. The Company has not finalized the
quantification of the effects of Codification on its statutory financial
statements.
OTHER
Preparation of the financial statements requires management to make estimates
and assumptions that affect reported amounts of assets, liabilities, revenues
and expenses. Actual results could differ from those estimates.
Certain prior year amounts have been reclassified to conform to amounts as
presented in the current year.
59
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
2. INVESTMENTS IN SUBSIDIARIES
The Company owns all of the outstanding shares of Sun Life Insurance and
Annuity Company of New York ("Sun Life (N.Y.)"), Massachusetts Casualty
Insurance Company ("MCIC"), Sun Life of Canada (U.S.) Distributors, Inc.
(formerly Sun Investment Services Company) ("Sundisco"), New London Trust,
F.S.B. ("NLT"), Sun Life Financial Services Limited ("SLFSL"), Sun Benefit
Services Company, Inc. ("Sunbesco"), Sun Capital Advisers, Inc. ("Sun Capital"),
Sun Life Finance Corporation ("Sunfinco"), Sun Life of Canada (U.S.) SPE 97-1,
Inc. ("SPE 97-1"), Clarendon Insurance Agency, Inc. ("Clarendon") and Sun Life
Information Services Ireland Ltd. ("SLISL").
On February 5, 1999, the Company finalized the sale of MCIC, a disability
insurance company which issues primarily individual disability income policies,
to Centre Solutions (U.S.) Limited, a wholly-owned subsidiary of Centre
Reinsurance Holdings Limited for approximately $34 million. The impact of this
sale to the ongoing operations of the Company is not expected to be material.
On September 28, 1998, the Company formed SLISL as an offshore technology center
for the purpose of completing systems projects for affiliates.
On October 30, 1997, the Company established a wholly-owned special purpose
corporation, SPE 97-1, for the purpose of engaging in activities incidental to
securitizing mortgage loans.
On December 31, 1997, the Company purchased from Massachusetts Financial
Services ("MFS") all of the outstanding shares of Clarendon, a registered
broker-dealer that acts as the general distributor of certain annuity and life
insurance contracts issued by the Company and its affiliates.
Prior to December 24, 1997, the Company owned 93.6% of the outstanding shares of
MFS. On December 24, 1997, the Company transferred all of its shares of MFS to
Life Holdco in the form of a dividend valued at $159,722,000. As a result of
this transaction, the Company realized a gain of $21,195,000 of undistributed
earnings.
MFS, a registered investment adviser, serves as investment adviser to the mutual
funds in the MFS family of funds as well as certain mutual funds and separate
accounts established by the Company. The MFS Asset Management Group provides
investment advice to substantial private clients.
Sun Life (N.Y.) is engaged in the sale of individual fixed and variable annuity
contracts and group life and disability insurance contracts in the State of New
York.
Sundisco is a registered investment adviser and broker-dealer.
NLT is a federally chartered savings bank.
SLFSL serves as the marketing administrator for the distribution of the offshore
products of Sun Life Assurance Company of Canada (Bermuda), an affiliate.
Sun Capital is a registered investment adviser.
Sunfinco and Sunbesco are currently inactive.
On September 28, 1998 a $500,000 note was issued by SLISL to the Company at a
rate of 6.0%, maturing on September 28, 2002.
A $110,000,000 note was issued to the Company by MFS on February 11, 1998 at an
interest rate of 6.0% due February 11, 1999. Another $110,000,000 note was
issued to the Company by MFS on December 22, 1998 at an interest rate of 5.55%
due February 11, 1999.
60
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
2. INVESTMENTS IN SUBSIDIARIES (CONTINUED)
On December 23, 1997, the Company issued a $110,000,000 note to US Holdco at an
interest rate of 5.80%, which was repaid on March 1, 1998. A $110,000,000 note
was also issued to the Company by MFS on December 23, 1997 at an interest rate
of 5.85% and was repaid on February 11, 1998.
On December 31, 1996, the Company issued a $58,000,000 note to SLOC at an
interest rate of 5.70% which was repaid on February 10, 1997. Also on December
31, 1996, the Company was issued a $58,000,000 note by MFS at an interest rate
of 5.76%. This note was repaid to the Company on February 10, 1997. On December
31, 1998, 1997 and 1996, the Company had an additional $20,000,000 in notes
issued by MFS, scheduled to mature in 2000.
During 1998, 1997, and 1996, the Company contributed capital in the following
amounts to its subsidiaries:
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
MCIC -- $ 2,000 $ 10,000
SLFSL $ 750 1,000 1,500
SPE 97-1 -- 20,377 --
Sundisco 10,000 -- --
Sun Capital 500 -- --
Clarendon 10 -- --
SLISL 502 -- --
</TABLE>
Summarized combined financial information of the Company's subsidiaries as of
December 31, 1998, 1997 and 1996 and for the years then ended, follows:
<TABLE>
<CAPTION>
1998 1997 1996
------------- ------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C>
Intangible assets $ -- $ -- $ 9,646
Other assets 1,315,317 1,190,951 1,376,014
Liabilities (1,186,872) (1,073,966) (1,241,617)
------------- ------------- -------------
Total net assets $ 128,445 $ 116,985 $ 144,043
------------- ------------- -------------
------------- ------------- -------------
Total revenues $ 222,853 $ 750,364 $ 717,280
Operating expenses (221,933) (646,896) (624,199)
Income tax expense (1,222) (43,987) (42,820)
------------- ------------- -------------
Net income (loss) $ (302) $ 59,481 $ 50,261
------------- ------------- -------------
------------- ------------- -------------
</TABLE>
On December 24, 1997, the Company transferred all of its shares of MFS to its
parent, Life Holdco.
61
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
3. BONDS
Investments in debt securities are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1998
----------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS (LOSSES) VALUE
------------ ----------- ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Long-term bonds:
United States government and government agencies and
authorities $ 140,417 $ 7,635 $ (177) $ 147,875
States, provinces and political subdivisions 16,632 2,219 -- 18,851
Public utilities 397,670 38,740 (238) 436,172
Transportation 197,207 22,481 (18) 219,670
Finance 144,958 12,542 (494) 157,006
All other corporate bonds 866,584 50,814 (6,419) 910,979
------------ ----------- ----------- ------------
Total long-term bonds 1,763,468 134,431 (7,346) 1,890,553
------------ ----------- ----------- ------------
Short-term bonds:
U.S. Treasury Bills, bankers acceptances and commercial
paper 43,400 -- -- 43,400
Affiliates 220,000 -- -- 220,000
------------ ----------- ----------- ------------
Total short-term bonds 263,400 -- -- 263,400
------------ ----------- ----------- ------------
Total bonds $ 2,026,868 $ 134,431 $ (7,346) $ 2,153,953
------------ ----------- ----------- ------------
------------ ----------- ----------- ------------
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1997
----------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS (LOSSES) VALUE
------------ ----------- ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Long-term bonds:
United States government and government agencies and
authorities $ 126,923 $ 5,529 $ -- $ 132,452
States, provinces and political subdivisions 22,361 2,095 -- 24,456
Public utilities 398,939 35,338 (91) 434,186
Transportation 214,130 22,000 (390) 235,740
Finance 157,891 5,885 (120) 163,656
All other corporate bonds 990,455 52,678 (5,456) 1,037,677
------------ ----------- ----------- ------------
Total long-term bonds 1,910,699 123,525 (6,057) 2,028,167
------------ ----------- ----------- ------------
Short-term bonds:
U.S. Treasury Bills, bankers acceptances and commercial
paper 431,032 -- -- 431,032
Affiliates 110,000 -- -- 110,000
------------ ----------- ----------- ------------
Total short-term bonds 541,032 -- -- 541,032
------------ ----------- ----------- ------------
Total bonds $ 2,451,731 $ 123,525 $ (6,057) $ 2,569,199
------------ ----------- ----------- ------------
------------ ----------- ----------- ------------
</TABLE>
62
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
3. BONDS (CONTINUED)
The amortized cost and estimated fair value of bonds at December 31, 1998 are
shown below by contractual maturity. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call and/or prepayment penalties.
<TABLE>
<CAPTION>
DECEMBER 31, 1998
--------------------------
AMORTIZED ESTIMATED
COST FAIR VALUE
------------ ------------
(IN THOUSANDS)
<S> <C> <C>
Maturities:
Due in one year or less $ 459,631 $ 460,787
Due after one year through five years 329,625 336,516
Due after five years through ten years 264,372 283,840
Due after ten years 703,341 781,253
------------ ------------
1,756,969 1,862,396
Mortgage-backed securities 269,899 291,557
------------ ------------
Total bonds $ 2,026,868 $ 2,153,953
------------ ------------
------------ ------------
</TABLE>
Proceeds from sales and maturities of investments in debt securities during
1998, 1997, and 1996 were $1,016,811,000, $980,264,000, and $1,554,016,000,
gross gains were $17,025,000, $10,732,000, and $16,975,000 and gross losses were
$866,000, $2,446,000, and $10,885,000, respectively.
Bonds included above with an amortized cost of approximately $2,572,000,
$2,578,000 and $2,060,000 at December 31, 1998, 1997 and 1996, respectively,
were on deposit with governmental authorities as required by law.
Excluding investments in U.S. government and agencies securities, the Company is
not exposed to significant concentration of credit risk in its portfolio.
4. SECURITIES LENDING
The Company has a securities lending program operated on its behalf by the
Company's primary custodian, Chase Manhattan Bank of New York. The custodian has
indemnified the Company against losses arising from this program. There were no
securities out on loan as of December 31, 1998 and 1997. Income resulting from
this program was $94,000, $200,000 and $137,000 for the years ended December 31,
1998, 1997 and 1996, respectively.
5. MORTGAGE LOANS
The Company invests in commercial first mortgage loans throughout the United
States. The Company monitors the condition of the mortgage loans in its
portfolio. In those cases where mortgages have been restructured, appropriate
allowances for losses have been made. In those cases where, in management's
judgment, the mortgage loans' values are impaired, appropriate losses are
recorded.
63
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
5. MORTGAGE LOANS (CONTINUED)
The following table shows the geographical distribution of the mortgage loan
portfolio.
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1998 1997
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
California $ 82,397 $ 119,122
Massachusetts 53,528 58,981
Michigan 34,357 42,912
New York 21,190 45,696
Ohio 36,171 51,862
Pennsylvania 93,587 97,949
Washington 36,548 54,948
All other 177,225 212,565
---------- ----------
$ 535,003 $ 684,035
---------- ----------
---------- ----------
</TABLE>
The Company has restructured mortgage loans totaling $30,743,000 and $26,284,000
at December 31, 1998 and 1997, respectively, against which there are allowances
for losses of $2,120,000 and $3,026,000, respectively.
The Company has made commitments of mortgage loans on real estate into the
future.The outstanding commitments for these mortgages amount to $18,005,000 and
$12,300,000 at December 31, 1998 and 1997, respectively.
6. INVESTMENT GAINS AND LOSSES
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------------
1998 1997 1996
---------- ---------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Net realized gains (losses):
Bonds $ 5,659 $ 2,882 $ 5,631
Common stock of affiliates -- 21,195 --
Common stocks 48
Mortgage loans 2,374 3,837 763
Real estate 955 2,912 599
Other invested assets (3,827) (717) 567
---------- ---------- ---------
Subtotal 5,209 30,109 7,560
Capital gains tax expense 4,815 3,403 2,698
---------- ---------- ---------
Total $ 394 $ 26,706 $ 4,862
---------- ---------- ---------
---------- ---------- ---------
Changes in unrealized gains (losses):
Common stock of affiliates $ (302) $ (2,894) $ (5,739)
Mortgage loans (1,312) 1,524 (600)
Real estate 403 3,377 4,624
Other invested assets 827 (855) --
---------- ---------- ---------
Total $ (384) $ 1,152 $ (1,715)
---------- ---------- ---------
---------- ---------- ---------
</TABLE>
64
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
6. INVESTMENT GAINS AND LOSSES (CONTINUED)
Realized capital gains and losses on bonds and mortgages and interest rate swaps
which relate to changes in levels of interest rates are charged or credited to
an interest maintenance reserve ("IMR") and amortized into income over the
remaining contractual life of the security sold. The net realized capital gains
credited to the interest maintenance reserve were $8,943,000 in 1998, $6,321,000
in 1997, and $7,710,000 in 1996. All gains and losses are transferred net of
applicable income taxes.
7. NET INVESTMENT INCOME
Net investment income consisted of:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------
1998 1997 1996
---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C>
Interest income from bonds $ 167,436 $ 188,924 $ 178,695
Income from investment in common stock of affiliates 3,675 41,181 50,408
Interest income from mortgage loans 53,269 76,073 92,591
Real estate investment income 15,932 17,161 16,249
Interest income from policy loans 2,881 3,582 2,790
Other investment income (loss) (641) (193) 1,710
---------- ---------- ----------
Gross investment income 242,552 326,728 342,443
---------- ---------- ----------
Interest on surplus notes and notes payable (44,903) (42,481) (23,061)
Investment expenses (13,117) (13,998) (15,629)
---------- ---------- ----------
Net investment income $ 184,532 $ 270,249 $ 303,753
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
8. DERIVATIVES
The Company uses derivative instruments for interest rate risk management
purposes, including hedges against specific interest rate risk and to minimize
the Company's exposure to fluctuations in interest rates. The Company's use of
derivatives has included U.S. Treasury futures, conventional interest rate
swaps, and forward spread lock interest rate swaps.
In the case of interest rate futures, gains or losses on contracts that qualify
as hedges are deferred until the earliest of the completion of the hedging
transaction, determination that the transaction will no longer take place, or
determination that the hedge is no longer effective. Upon completion of the
hedge, where it is impractical to allocate gains or losses to specific hedged
assets or liabilities, gains or losses are deferred in IMR and amortized over
the remaining life of the hedged assets. At December 31, 1998 and 1997 there
were no futures contracts outstanding.
In the case of interest rate and foreign currency swap agreements and forward
spread lock interest rate swap agreements, gains or losses on terminated swaps
are deferred in the IMR and amortized over the shorter of the remaining life of
the hedged asset sold or the remaining term of the swap contract. The net
differential to be paid or received on interest rate swaps is recorded monthly
as interest rates change.
65
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
8. DERIVATIVES (CONTINUED)
Options are used to hedge the stock market interest exposure in the mortality
and expense risk charges and guaranteed minimum death benefit features of the
Company's variable annuities. The Company's open positions are as follows:
<TABLE>
<CAPTION>
SWAPS OUTSTANDING
AT DECEMBER 31, 1998
---------------------------------
NOTIONAL MARKET VALUE
PRINCIPAL AMOUNTS OF POSITIONS
------------------ -------------
(IN THOUSANDS)
<S> <C> <C>
Conventional interest rate swaps $ 45,000 $ 508
Foreign currency swap 1,178 263
</TABLE>
<TABLE>
<CAPTION>
SWAPS OUTSTANDING
AT DECEMBER 31, 1997
---------------------------------
NOTIONAL MARKET VALUE
PRINCIPAL AMOUNTS OF POSITIONS
------------------ -------------
(IN THOUSANDS)
<S> <C> <C>
Conventional interest rate swaps $ 80,000 $ (2,891)
Foreign currency swap 1,700 208
Forward spread lock swaps 50,000 274
Asian Put Option S & P 500 75,000 693
</TABLE>
The market value of swaps is the estimated amount that the Company would receive
or pay on termination or sale, taking into account current interest rates and
the current credit worthiness of the counterparties. The Company is exposed to
potential credit loss in the event of nonperformance by counterparties. The
counterparties are major financial institutions and management believes that the
risk of incurring losses related to credit risk is remote.
9. LEVERAGED LEASES
The Company is a lessor in a leveraged lease agreement entered into on
October 21, 1994, under which equipment having an estimated economic life of
25-40 years was leased for a term of 9.75 years. The Company's equity investment
represented 22.9% of the purchase price of the equipment. The balance of the
purchase price was furnished by third-party long-term debt financing,
collateralized by the equipment and non-recourse to the Company. At the end of
the lease term, the Master Lessee may exercise a fixed price purchase option to
purchase the equipment.
66
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
9. LEVERAGED LEASES (CONTINUED)
The Company's net investment in leveraged leases is composed of the following
elements:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1998 1997
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Lease contracts receivable $ 78,937 $ 92,605
Less non-recourse debt (78,920) (92,589)
---------- ----------
17 16
Estimated residual value of leased assets 41,150 41,150
Less unearned and deferred income (8,932) (10,324)
---------- ----------
Investment in leveraged leases 32,235 30,842
Less fees (138) (163)
---------- ----------
Net investment in leveraged leases $ 32,097 $ 30,679
---------- ----------
---------- ----------
</TABLE>
The net investment is included in "other invested assets" on the balance sheet.
10. REINSURANCE
The Company has agreements with SLOC which provide that SLOC will reinsure
the mortality risks of the individual life insurance contracts sold by the
Company. Under these agreements basic death benefits and supplementary benefits
are reinsured on a yearly renewable term basis and coinsurance basis,
respectively. Reinsurance transactions under these agreements had the effect of
decreasing income from operations by approximately $2,128,000, $1,381,000 and
$1,603,000 for the years ended December 31, 1998, 1997 and 1996, respectively.
Effective January 1, 1991, the Company entered into an agreement with SLOC under
which certain individual life insurance contracts issued by SLOC were reinsured
by the Company on a 90% coinsurance basis. During 1997 SLOC changed certain
assumptions used in determining the gross and the ceded reserve balance. The
Company reflected the effect of the changes in assumptions to its assumed
reserves as a direct credit to surplus. The effect of the change was a
$39,016,000 decrease in reserves. Also, the agreement required SLOC to reinsure
the mortality risks in excess of $500,000 per policy for the individual life
insurance contracts assumed by the Company. Such death benefits are reinsured on
a yearly renewable term basis. The life reinsurance assumed agreement required
the reinsurer to withhold funds in amounts equal to the reserves assumed. These
agreements had the effect of increasing income from operations by approximately
$24,579,000, $37,050,000 and $35,161,000 for the years ended December 31, 1998,
1997 and 1996, respectively. The Company terminated this agreement effective
October 1, 1998, resulting in an increase in income from operations of
$65,679,000 which included a cash settlement.
67
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
10. REINSURANCE (CONTINUED)
The following are summarized pro-forma results of operations of the Company for
the years ended December 31, 1998, 1997 and 1996 before the effect of
reinsurance transactions with SLOC:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------
1998 1997 1996
------------ ------------ ------------
(IN THOUSANDS)
<S> <C> <C> <C>
Income:
Premiums, annuity deposits and other revenues $ 2,377,364 $ 2,340,733 $ 1,941,423
Net investment income and realized gains 187,208 298,120 310,172
------------ ------------ ------------
Subtotal 2,564,572 2,638,853 2,251,595
------------ ------------ ------------
Benefits and Expenses:
Policyholder benefits 2,312,247 2,350,354 2,011,998
Other expenses 203,238 187,591 155,531
------------ ------------ ------------
Subtotal 2,515,485 2,537,945 2,167,529
------------ ------------ ------------
Income from operations $ 49,087 $ 100,908 $ 84,066
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
The Company has an agreement with an unrelated company which provides
reinsurance of certain individual life insurance contracts on a modified
coinsurance basis and under which all deficiency reserves related to these
contracts are reinsured. Reinsurance transactions under this agreement had the
effect of increasing income from operations by $3,008,000 in 1998, and
decreasing income from operations by $2,658,000 in 1997 and $46,000 in 1996.
68
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
11. WITHDRAWAL CHARACTERISTICS OF ANNUITY ACTUARIAL RESERVES AND DEPOSIT
LIABILITIES
The withdrawal characteristics of general account and separate account
annuity reserves and deposits are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1998
-----------------------------
AMOUNT % OF TOTAL
------------- --------------
(IN THOUSANDS)
<S> <C> <C>
Subject to discretionary withdrawal-with adjustment:
With market value adjustment $ 2,896,529 19
At book value less surrender charges (surrender charge >5%) 10,227,212 66
At book value (minimal or no charge or adjustment) 1,264,453 8
Not subject to discretionary withdrawal provision 1,106,197 7
------------- ---
Total annuity actuarial reserves and deposit liabilities $ 15,494,391 100
------------- ---
------------- ---
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------------------
AMOUNT % OF TOTAL
------------- --------------
(IN THOUSANDS)
<S> <C> <C>
Subject to discretionary withdrawal-with adjustment:
With market value adjustment $ 3,415,394 25
At book value less surrender charges (surrender charge >5%) 7,672,211 57
At book value (minimal or no charge or adjustment) 1,259,698 9
Not subject to discretionary withdrawal provision 1,164,651 9
------------- ---
Total annuity actuarial reserves and deposit liabilities $ 13,511,954 100
------------- ---
------------- ---
</TABLE>
12. SEGMENT INFORMATION
The Company offers financial products and services such as fixed and
variable annuities, retirement plan services and life insurance on an individual
basis. Within these areas, the Company conducts business principally in two
operating segments and maintains a corporate segment to provide for the capital
needs of the various operating segments and to engage in other financing related
activities.
The Individual Insurance segment markets and administers a variety of life
insurance products sold to individuals and corporate owners of individual life
insurance. The products include whole life, universal life and variable life
products.
The Retirement Products and Services ("RPS") segment markets and administers
individual and group variable annuity products, individual and group fixed
annuity products which include market value adjusted annuities, and other
retirement benefit products.
69
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
12. SEGMENT INFORMATION (CONTINUED)
The following amounts pertain to the various business segments:
<TABLE>
<CAPTION>
FEDERAL
TOTAL TOTAL PRETAX INCOME TOTAL
(IN THOUSANDS) REVENUES EXPENDITURES* INCOME TAXES ASSETS
- ----------------------------------------------------- ------------ -------------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
1998
Individual Insurance $ 229,710 $ 144,800 $ 84,910 $ (4,148) $ 199,683
RPS 2,527,608 2,483,715 43,893 12,486 16,123,905
Corporate 10,959 3,042 7,917 3,375 579,033
------------ -------------- ---------- ---------- -------------
Total $ 2,768,277 $ 2,631,557 $ 136,720 $ 11,713 $ 16,902,621
------------ -------------- ---------- ---------- -------------
1997
Individual Insurance 304,141 272,333 31,808 13,825 1,143,697
RPS 2,533,006 2,507,591 25,414 10,667 14,043,221
Corporate 57,897 5,244 52,653 (17,153) 738,439
------------ -------------- ---------- ---------- -------------
Total $ 2,895,044 $ 2,785,169 $ 109,875 $ 7,339 $ 15,925,357
------------ -------------- ---------- ---------- -------------
1996
Individual Insurance 281,309 255,846 25,463 13,931 817,115
RPS 2,174,602 2,151,126 23,476 1,203 12,057,572
Corporate 64,721 898 63,823 (20,534) 689,266
------------ -------------- ---------- ---------- -------------
Total $ 2,520,632 $ 2,407,870 $ 112,762 $ (5,400) $ 13,563,953
------------ -------------- ---------- ---------- -------------
</TABLE>
- ------------------------
* Total expenditures include dividends to policyholders of $(5,981) for 1998,
$33,316 for 1997 and $29,189 for 1996.
13. RETIREMENT PLANS
The Company participates with SLOC in a noncontributory defined benefit
pension plan covering essentially all employees. The benefits are based on years
of service and compensation.
The funding policy for the pension plan is to contribute an amount which at
least satisfies the minimum amount required by ERISA; currently, the plan is
fully funded. The Company is charged for its share of the pension cost based
upon its covered participants. Pension plan assets consist principally of
separate accounts of SLOC.
The Company's share of the group's accrued pension cost was $1,178,000 and
$593,000 at December 31, 1998 and 1997, respectively. The Company's share of net
periodic pension cost was $586,000, $146,000 and $27,000, for 1998, 1997 and
1996, respectively.
The Company also participates with SLOC and certain affiliates in a 401(k)
savings plan for which substantially all employees are eligible. The Company
matches, up to specified amounts, employees' contributions to the plan. Company
contributions were $231,000, $259,000 and $233,000 for the years ended December
31, 1998, 1997 and 1996, respectively.
OTHER POST-RETIREMENT BENEFIT PLANS
In addition to pension benefits the Company provides certain health, dental, and
life insurance benefits ("post-retirement benefits") for retired employees and
dependents. Substantially all employees may become eligible for these benefits
if they reach normal retirement age while working for the Company, or retire
early upon satisfying an alternate age plus service condition. Life insurance
benefits are generally set at a fixed amount.
70
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
13. RETIREMENT PLANS (CONTINUED)
Effective January 1, 1993, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 106, "Employer's Accounting for Postretirement Benefits
Other Than Pensions." SFAS No. 106 requires an accrual of the estimated cost of
retiree benefit payments during the years the employee provides services. SFAS
No. 106 allows recognition of the cumulative effect of the liability in the year
of adoption or the amortization of the obligation over a period of up to 20
years. The obligation of approximately $455,000 is recognized over a period of
ten years. The Company's cash flows are not affected by implementation of this
standard, but implementation decreased net income by $95,000, $117,000, and
$8,000 for the years ended December 31, 1998, 1997, and 1996, respectively. The
Company's post retirement health, dental and life insurance benefits currently
are not funded.
OTHER POST-RETIREMENT BENEFIT PLANS CONTINUED
The following table sets forth the change in the pension and other
postretirement benefit plans' benefit obligations and assets as well as the
plans' funded status reconciled with the amount shown in the Company's financial
statements at December 31:
<TABLE>
<CAPTION>
PENSION BENEFITS OTHER BENEFITS
1998 1997 1998 1997
---------- ---------- ---------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year $ 79,684 $ 70,848 $ 9,845 $ 9,899
Service cost 4,506 4,251 240 306
Interest cost 6,452 5,266 673 725
Amendments -- 1,000 -- --
Actuarial loss (gain) 21,975 -- 308 (801)
Benefits paid (1,825) (1,681) (647) (284)
---------- ---------- ---------- ---------
Benefit obligation at end of year $ 110,792 $ 79,684 $ 10,419 $ 9,845
---------- ---------- ---------- ---------
---------- ---------- ---------- ---------
The Company's share:
Benefit obligation at beginning of year $ 5,094 $ 4,529 $ 385 $ 384
Benefit obligation at end of year $ 9,125 $ 5,094 $ 416 $ 385
Change in plan assets:
Fair value of plan assets at beginning of year $ 136,610 $ 122,807 $ -- $ --
Actual return on plan assets 16,790 15,484 -- --
Employer contribution -- -- 647 284
Benefits paid (1,825) (1,681) (647) (284)
---------- ---------- ---------- ---------
Fair value of plan assets at end of year $ 151,575 $ 136,610 $ -- $ --
---------- ---------- ---------- ---------
---------- ---------- ---------- ---------
Funded status $ 40,783 $ 56,926 $ (10,419) $ (9,845)
Unrecognized net actuarial gain (loss) (2,113) (18,147) 586 257
Unrecognized transition obligation (asset) (24,674) (26,730) 185 230
Unrecognized prior service cost 7,661 8,241 -- --
---------- ---------- ---------- ---------
Prepaid (accrued) benefit cost $ 21,657 $ 20,290 $ (9,648) $ (9,358)
---------- ---------- ---------- ---------
---------- ---------- ---------- ---------
The Company's share of accrued benefit cost $ (1,178) $ (593) $ (195) $ (102)
Weighted-average assumptions as of December 31:
Discount rate 6.75% 7.50% 6.75% 7.50%
Expected return on plan assets 8.00% 7.50% N/A N/A
Rate of compensation increase 4.50% 4.50% N/A N/A
</TABLE>
71
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
13. RETIREMENT PLANS (CONTINUED)
For measurement purposes, a 10.1% annual rate of increase in the per capita cost
of covered health care benefits was assumed for 1998 (5.7% for dental benefits).
The rates were assumed to decrease gradually to 5% for 2005 and remain at that
level thereafter.
<TABLE>
<CAPTION>
1998 1997 1998 1997
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Components of net periodic benefit cost:
Service cost $ 4,506 $ 4,251 $ 240 $ 306
Interest cost 6,452 5,266 673 725
Expected return on plan assets (10,172) (9,163) -- --
Amortization of transition obligation (asset) (2,056) (2,056) 45 45
Amortization of prior service cost 580 517 -- --
Recognized net actuarial (gain) loss (677) (789) (20) 71
---------- --------- --------- ---------
Net periodic benefit cost $ (1,367) $ (1,974) $ 938 $ 1,147
---------- --------- --------- ---------
---------- --------- --------- ---------
The Company's share of net periodic benefit cost $ 586 $ 146 $ 95 $ 117
---------- --------- --------- ---------
---------- --------- --------- ---------
</TABLE>
Assumed health care cost trend rates have a significant effect on the amounts
reported for the health care plans. A one-percentage-point change in assumed
health care cost trend rates would have the following effects:
<TABLE>
<CAPTION>
1-PERCENTAGE-POINT 1-PERCENTAGE-POINT
INCREASE DECREASE
------------------- -------------------
(IN THOUSANDS)
<S> <C> <C>
Effect on total of service and interest cost components $ 210 $ (170)
Effect on postretirement benefit obligation 2,026 (1,697)
</TABLE>
72
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
14. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents the carrying amounts and estimated fair values
of the Company's financial instruments at December 31, 1998 and 1997:
<TABLE>
<CAPTION>
DECEMBER 31, 1998
---------------------------------------
CARRYING AMOUNT ESTIMATED FAIR VALUE
----------------- --------------------
(IN THOUSANDS)
<S> <C> <C>
ASSETS:
Bonds $ 2,026,868 $ 2,153,953
Mortgages 535,003 556,143
Derivatives -- 771
LIABILITIES:
Insurance reserves $ 121,100 $ 121,100
Individual annuities 274,448 271,849
Pension products 1,104,489 1,145,351
<CAPTION>
DECEMBER 31, 1997
---------------------------------------
CARRYING AMOUNT ESTIMATED FAIR VALUE
----------------- --------------------
(IN THOUSANDS)
<S> <C> <C>
ASSETS:
Bonds $ 2,451,731 $ 2,569,199
Mortgages 684,035 706,975
LIABILITIES:
Insurance reserves $ 123,128 $ 123,128
Individual annuities 307,668 302,165
Pension products 1,527,433 1,561,108
Derivatives -- (1,716)
</TABLE>
The major methods and assumptions used in estimating the fair values of
financial instruments are as follows:
The fair values of short-term bonds are estimated to be the amortized cost. The
fair values of long-term bonds which are publicly traded are based upon market
prices or dealer quotes. For privately placed bonds, fair values are estimated
by taking into account prices for publicly traded bonds of similar credit risk
and maturity and repayment and liquidity characteristics.
The fair values of the Company's general account insurance reserves and
liabilities under investment-type contracts (insurance, annuity and pension
contracts that do not involve mortality or morbidity risks) are estimated using
discounted cash flow analyses or surrender values. Those contracts that are
deemed to have short-term guarantees have a carrying amount equal to the
estimated market value.
The fair values of mortgages are estimated by discounting future cash flows
using current rates at which similar loans would be made to borrowers with
similar credit ratings and for the same remaining maturities.
The fair values of derivative financial instruments are estimated using the
process described in Note 8.
73
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
15. STATUTORY INVESTMENT VALUATION RESERVES
The asset valuation reserve ("AVR") provides a reserve for losses from
investments in bonds, stocks, mortgage loans, real estate and other invested
assets with related increases or decreases being recorded directly to surplus.
Realized capital gains and losses on bonds and mortgages which relate to changes
in levels of interest rates are charged or credited to an interest maintenance
reserve ("IMR") and amortized into income over the remaining contractual life of
the security sold.
The table shown below presents changes in the major elements of the AVR and IMR.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1998 1997
-------------------- --------------------
AVR IMR AVR IMR
--------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Balance, beginning of year $ 47,605 $ 33,830 $ 53,911 $ 28,675
Net realized investment gains, net of tax 256 8,942 17,400 6,321
Amortization of net investment gains -- (2,282) -- (1,166)
Unrealized investment losses (6,550) -- (2,340) --
Required by formula 3,081 -- (21,366) --
--------- --------- --------- ---------
Balance, end of year $ 44,392 $ 40,490 $ 47,605 $ 33,830
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
16. FEDERAL INCOME TAXES
The Company and its subsidiaries file a consolidated federal income tax
return. Federal income taxes are calculated for the consolidated group based
upon amounts determined to be payable as a result of operations within the
current year. No provision is recognized for timing differences which may exist
between financial statement and taxable income. Such timing differences include
reserves, depreciation and accrual of market discount on bonds. Cash payments
for federal income taxes were approximately $48,144,000, $31,000,000 and
$19,264,000 for the years ended December 31, 1998, 1997 and 1996, respectively.
The Company is currently undergoing an audit by the Internal Revenue Service.
The Company believes that there will be no material audit adjustments for the
periods under examination.
17. SURPLUS NOTES AND NOTES RECEIVABLE (PAYABLE)
On December 22, 1997, the Company issued a $250,000,000 surplus note to Life
Holdco. This note has an interest rate of 8.625% and is due on or after November
6, 2027.
On May 9, 1997, the Company issued a short-term note of $600,000,000 to Life
Holdco at an interest rate of 5.10%, which was extended at various interest
rates. This note was repaid on December 22, 1997.
On December 19, 1995, the Company issued surplus notes totaling $315,000,000 to
an affiliate, Sun Canada Financial Co., at interest rates between 5.75% and
7.25%. Of these notes, $157,500,000 will mature in the year 2007 and
$157,500,000 will mature in the year 2015. Interest on these notes is payable
semiannually.
Principal and interest on surplus notes are payable only to the extent that the
Company meets specified requirements regarding free surplus exclusive of the
principal amount and accrued interest, if any, on these notes and with the
consent of the Delaware Insurance Commissioner.
74
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
17. SURPLUS NOTES AND NOTES RECEIVABLE (PAYABLE) (CONTINUED)
The Company accrued $4,259,000 and $ 964,000 for interest on surplus notes for
the years ended December 31, 1998 and 1997, respectively.
The Company accrued $4,259,000 and $964,000 for interest on surplus notes for
the years ended December 31, 1998 and 1997, respectively.
The Company expensed $44,903,000, $42,481,000 and $23,061,000 for interest on
surplus notes and notes payable for the years ended December 31, 1998, 1997 and
1996, respectively.
18. TRANSACTIONS WITH AFFILIATES
The Company has an agreement with SLOC which provides that SLOC will
furnish, as requested, personnel as well as certain services and facilities on a
cost-reimbursement basis. Expenses under this agreement amounted to
approximately $16,344,000 in 1998, $15,997,000 in 1997, and $20,192,000 in 1996.
The Company leases office space to SLOC under lease agreements with terms
expiring in September, 1999 and options to extend the terms for each of thirteen
successive five-year terms at fair market rental not to exceed 125% of the fixed
rent for the term which is ending. Rent received by the Company under the leases
for 1998 amounted to approximately $6,856,000.
19. RISK-BASED CAPITAL
Effective December 31, 1993, the NAIC adopted risk-based capital
requirements for life insurance companies. The risk-based capital requirements
provide a method for measuring the minimum acceptable amount of adjusted capital
that a life insurer should have, as determined under statutory accounting
practices, taking into account the risk characteristics of its investments and
products. The Company has met the minimum risk-based capital requirements at
December 31, 1998, 1997 and 1996.
20. ACCOUNTING POLICIES AND PRINCIPLES
The financial statements of the Company have been prepared on the basis of
statutory accounting practices which, prior to 1996, were considered by the
insurance industry and the accounting profession to be in accordance with GAAP
for mutual life insurance companies. The primary differences between statutory
accounting practices and GAAP are described as follows. Under statutory
accounting practices, financial statements are not consolidated and investments
in subsidiaries are shown at net equity value. Accordingly, the assets,
liabilities and results of operations of the Company's subsidiaries are not
consolidated with the assets, liabilities and results of operations,
respectively, of the Company. Changes in net equity value of the common stock of
the Company's United States life insurance subsidiaries are directly reflected
in the Company's surplus. Changes in the net equity value of the common stock of
all other subsidiaries are directly reflected in the Company's Asset Valuation
Reserve. Dividends paid by subsidiaries to the Company are included in the
Company's net investment income.
Other differences between statutory accounting practices and GAAP include the
following: statutory accounting practices do not recognize the following assets
or liabilities which are reflected under GAAP: deferred policy acquisition
costs, deferred federal income taxes and statutory nonadmitted assets. Asset
Valuation Reserves and Interest Maintenance Reserves are established under
statutory accounting practices but not under GAAP. Methods for calculating real
estate depreciation and investment valuation allowances differ under statutory
accounting practices and GAAP. Actuarial assumptions and reserving methods
differ under statutory accounting practices and GAAP. Premiums for universal
75
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
20. ACCOUNTING POLICIES AND PRINCIPLES (CONTINUED)
life and investment-type products are recognized as income for statutory
purposes and as deposits to policyholders' accounts for GAAP.
Because the Company's management uses financial information prepared in
conformity with accounting principles generally accepted in Canada in the normal
course of business, the management of Sun Life Assurance Company of Canada
(U.S.) has determined that the cost of complying with Statement No. 120,
"Accounting and Reporting by Mutual Insurance Enterprises and by Insurance
Enterprises for Certain Long Duration Participating Contracts", exceeds the
benefits that the Company, or the users of its financial statements, would
experience. Consequently, the Company has elected not to apply such standards in
the preparation of these financial statements.
76
<PAGE>
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
We have audited the accompanying statutory statements of admitted assets,
liabilities and capital stock and surplus of Sun Life Assurance Company of
Canada (U.S.) (the "Company") as of December 31, 1998 and 1997, and the related
statutory statements of operations, changes in capital stock and surplus, and
cash flow for each of the three years in the period ended December 31, 1998.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As described more fully in Notes 1 and 20 to the financial statements, the
Company prepared these financial statements using accounting practices
prescribed or permitted by the Insurance Department of the State of Delaware,
which is a comprehensive basis of accounting other than generally accepted
accounting principles. The effects on the financial statements of the
differences between the statutory basis of accounting and generally accepted
accounting principles, although not reasonably determinable, are presumed to be
material.
In our opinion, the statutory financial statements referred to above present
fairly, in all material respects, the admitted assets, liabilities, and capital
stock and surplus of Sun Life Assurance Company of Canada (U.S.) as of December
31, 1998 and 1997, and the results of its operations and its cash flow for each
of the three years in the period ended December 31, 1998 on the basis of
accounting described in Notes 1 and 20.
However, because of the differences between the two bases of accounting referred
to in the second preceding paragraph, in our opinion, the statutory financial
statements referred to above do not present fairly, in conformity with generally
accepted accounting principles, the financial position of Sun Life Assurance
Company of Canada (U.S.) as of December 31, 1998 and 1997 or the results of its
operations or its cash flow for each of the three years in the period ended
December 31, 1998.
As management has stated in Note 20, because the Company's management uses
financial information prepared in accordance with accounting principles
generally accepted in Canada in the normal course of business, the management of
Sun Life Assurance Company of Canada (U.S.) has determined that the cost of
complying with Statement No. 120, ACCOUNTING AND REPORTING BY MUTUAL LIFE
INSURANCE ENTERPRISES AND BY INSURANCE ENTERPRISES FOR CERTAIN LONG-DURATION
PARTICIPATING CONTRACTS, would exceed the benefits that the Company, or the
users of its financial statements, would experience. Consequently, the Company
has elected not to apply such standards in the preparation of these financial
statements.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 5, 1999
77
<PAGE>
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<S> <C>
Calculation of Performance Data -- Average Annual Total Return.......................
Non-Standardized Investment Performance..............................................
Advertising and Sales Literature.....................................................
Calculations.........................................................................
Example of Variable Accumulation Unit Value Calculation............................
Example of Variable Annuity Unit Calculation.......................................
Example of Variable Annuity Payment Calculation....................................
Calculation of Annuity Unit Values.................................................
Distribution of the Contracts........................................................
Designation and Change of Beneficiary................................................
Custodian............................................................................
Financial Statements.................................................................
</TABLE>
78
<PAGE>
This Prospectus sets forth information about the Contracts and the
Variable Account that a prospective purchaser should know before investing.
Additional information about the Contracts and the Variable Account has been
filed with the Securities and Exchange Commission in a Statement of Additional
Information dated May 1, 1999 which is incorporated herein by reference. The
Statement of Additional Information is available upon request and without charge
from Sun Life Assurance Company of Canada (U.S.). To receive a copy, return this
request form to the address shown below or telephone (617) 348-9600 or (888)
786-2435.
- --------------------------------------------------------------------------------
To: Sun Life Assurance Company of Canada (U.S.)
Annuity Service Mailing Address:
c/o Retirement Products and Services
P.O. Box 9133
Boston, Massachusetts 02103
Please send me a Statement of Additional Information for
Futurity Focus Variable and Fixed Annuity
Sun Life of Canada (U.S.) Variable Account F.
Name
- --------------------------------------------------------------
Address
- --------------------------------------------------------------
-------------------------------------------------------------------------
City
- ------------------------------------
State
- --------------
Zip
- -------
Telephone
- ----------------------------------------------------------------
79
<PAGE>
APPENDIX A
GLOSSARY
The following terms as used in this Prospectus have the indicated
meanings:
ACCOUNT OR PARTICIPANT ACCOUNT: An account established for each
Participant to which Net Purchase Payments are credited.
ACCOUNT VALUE: The Variable Accumulation Value, if any, plus the Fixed
Accumulation Value, if any, of your Account for any Valuation Period.
ACCOUNT YEAR AND ACCOUNT ANNIVERSARY: Your first Account Year is the
period of (a) 12 full calendar months plus (b) the part of the calendar month in
which we issue your Contract (if not on the first day of the month), beginning
with the Contract Date. Your Account Anniversary is the first day immediately
after the end of an Account Year. Each Account Year after the first is the 12
calendar month period that begins on your Account Anniversary. If, for example,
the Contract Date is in March, the first Account Year will be determined from
the Contract Date but will end on the last day of March in the following year;
your Account Anniversary is April 1 and all Account Years after the first will
be measured from April 1.
ACCUMULATION PHASE: The period before the Annuity Commencement Date and
during the lifetime of the Annuitant during which you make Purchase Payments
under the Contract. This is called the "Accumulation Period" in the Contract.
ANNUITANT: The person or persons named in the Application and on whose
life the first annuity payment is to be made. In a Non-Qualified Contract, if
you name someone other than yourself as Annuitant, you may also name a
Co-Annuitant. If you do, all provisions of the Contract based on the death of
the Annuitant will be based on the date of death of the last surviving of the
persons named. By example, if the Annuitant dies prior to the Annuity
Commencement Date, the Co-Annuitant will become the new Annuitant. The death
benefit will become due only on the death before the Annuity Commencement Date
of the last surviving Annuitant and Co-Annuitant named. These persons are
referred to collectively in the Contract as "Annuitants." If you have named both
an Annuitant and Co-Annuitant, you may designate one of them to become the sole
annuitant as of the Annuity Commencement Date, if both are living at that time.
In the absence of such designation, the Co-Annuitant will become the sole
Annuitant during the Income Phase.
*ANNUITY COMMENCEMENT DATE: The date on which the first annuity payment
under each Contract is to be made.
*ANNUITY OPTION: The method you choose for making annuity payments.
ANNUITY UNIT: A unit of measure used in the calculation of the amount of
the second and each subsequent variable annuity payment from the Variable
Account.
APPLICATION: The document signed by you or other evidence acceptable to us
that serves as your application for participation under a Group Contract or
purchase of an Individual Contract.
*BENEFICIARY: Prior to the Annuity Commencement Date, the person or entity
having the right to receive the death benefit and, for Non-Qualified Contracts,
who, in the event of the Participant's death, is the "designated beneficiary"
for purposes of Section 72(s) of the Internal Revenue Code. After the Annuity
Commencement Date, the person or entity having the right to receive any payments
due under the Annuity Option elected, if applicable, upon the death of the
Payee.
BUSINESS DAY: Any day the New York Stock Exchange is open for trading.
CERTIFICATE: The document for each Participant which evidences the
coverage of the Participant under a Group Contract.
COMPANY: Sun Life Assurance Company of Canada (U.S.).
* You specify these items on the Contract Specifications page or Certificate
Specifications page, and may change them, as we describe in this Prospectus.
80
<PAGE>
CONTRACT DATE: The date on which we issue your Contract. This is called
the "Issue Date" in the Contract.
DEATH BENEFIT DATE: If you have elected a death benefit payment option
before the Annuitant's death that remains in effect, the date on which we
receive Due Proof of Death. If your Beneficiary elects the death benefit payment
option, the later of (a) the date on which we receive the Beneficiary's election
and (b) the date on which we receive Due Proof of Death. If we do not receive
the Beneficiary's election within 60 days after we receive Due Proof of Death,
the Death Benefit Date will be the last day of the 60 day period and we will pay
the death benefit in cash.
DUE PROOF OF DEATH: An original certified copy of an official death
certificate, an original certified copy of a decree of a court of competent
jurisdiction as to the finding of death, or any other proof satisfactory to the
Company.
EXPIRATION DATE: The last day of a Guarantee Period.
FIXED ACCOUNT: The general account of the Company, consisting of all
assets of the Company other than those allocated to a separate account of the
Company.
FIXED ACCOUNT VALUE: The value of that portion of your Account allocated
to the Fixed Account.
FIXED ANNUITY: An annuity with payments which do not vary as to dollar
amount.
FUND: A Registered Management Investment Company, or series thereof, in
which assets of a Sub-Account may be invested.
GROUP CONTRACT: A Contract issued by the Company on a group basis.
GUARANTEE AMOUNT: Each separate allocation of Account Value to a
particular Guarantee Period (including interest earned thereon).
GUARANTEE PERIOD: The period for which a Guaranteed Interest Rate is
credited.
GUARANTEED INTEREST RATE: The rate of interest we credit on a compound
annual basis during any Guarantee Period.
INCOME PHASE: The period on and after the Annuity Commencement Date and
during the lifetime of the Annuitant during which we make annuity payments under
the Contract.
INDIVIDUAL CONTRACT: A Contract issued by the Company on an individual
basis.
NET INVESTMENT FACTOR: An index applied to measure the investment
performance of a Sub-Account from one Valuation Period to the next. The Net
Investment Factor may be greater or less than or equal to one.
NET PURCHASE PAYMENT: The portion of a Purchase Payment which remains
after the deduction of any applicable premium tax or similar tax.
NON-QUALIFIED CONTRACT: A Contract used in connection with a retirement
plan that does not receive favorable federal income tax treatment under Sections
401, 403, 408, or 408A of the Internal Revenue Code. The Participant's interest
in the Contract must be owned by a natural person or agent for a natural person
for the Contract to receive favorable income tax treatment as an annuity.
OWNER: The person, persons or entity entitled to the ownership rights
stated in a Group Contract and in whose name or names the Group Contract is
issued. The Owner may designate a trustee or custodian of a retirement plan
which meets the requirements of Section 401, Section 408(c), Section 408(k),
Section 408(p) or Section 408A of the Internal Revenue Code to serve as legal
owner of assets of a retirement plan, but the term "Owner," as used herein,
shall refer to the organization entering into the Group Contract.
PARTICIPANT: In the case of an Individual Contract, the owner of the
Contract. In the case of a Group Contract, the person named in the Contract who
is entitled to exercise all rights and privileges of ownership under the
Contract, except as reserved by the Owner.
81
<PAGE>
PAYEE: A recipient of payments under a Contract. The term includes an
Annuitant or a Beneficiary who becomes entitled to benefits upon the death of
the Annuitant.
PURCHASE PAYMENT (PAYMENT): An amount paid to the Company as consideration
for the benefits provided by a Contract.
QUALIFIED CONTRACT: A Contract used in connection with a retirement plan
which may receive favorable federal income tax treatment under Sections 401,
403, 408 or 408A of the Internal Revenue Code of 1986, as amended.
SUB-ACCOUNT: That portion of the Variable Account which invests in shares
of a specific series of the Series Fund.
VALUATION PERIOD: The period of time from one determination of Variable
Accumulation Unit or Annuity Unit values to the next subsequent determination of
these values. Value determinations are made as of the close of the New York
Stock Exchange on each day that the Exchange is open for trading.
VARIABLE ACCOUNT: Variable Account F of the Company, which is a separate
account of the Company consisting of assets set aside by the Company, the
investment performance of which is kept separate from that of the general assets
of the Company.
VARIABLE ACCUMULATION UNIT: A unit of measure used in the calculation of
Variable Account Value.
VARIABLE ACCOUNT VALUE: The value of that portion of your Account
allocated to the Variable Account.
VARIABLE ANNUITY: An annuity with payments which vary as to dollar amount
in relation to the investment performance of the Variable Account.
82
<PAGE>
APPENDIX B
WITHDRAWALS, WITHDRAWAL CHARGES AND THE MARKET VALUE ADJUSTMENT
PART 1: VARIABLE ACCOUNT (THE MARKET VALUE ADJUSTMENT DOES NOT APPLY TO THE
VARIABLE ACCOUNT)
WITHDRAWAL CHARGE CALCULATION:
FULL WITHDRAWAL:
Assume a Purchase Payment of $40,000 is made on the Contract Date, no
additional Purchase Payments are made and there are no partial withdrawals. The
table below presents two examples of the withdrawal charge resulting from a full
withdrawal of your Account, based on hypothetical Account Values.
<TABLE>
<CAPTION>
NUMBER OF YEARS HYPOTHETICAL PURCHASE WITHDRAWAL WITHDRAWAL
PURCHASE PAYMENT ACCOUNT PAYMENTS CHARGE CHARGE
IN ACCOUNT VALUE WITHDRAWN PERCENTAGE AMOUNT
----------------- ------------ ----------- --------------- -------------
<S> <C> <C> <C> <C> <C>
(a) Less than 1 $ 41,000 $ 40,000 1.00% $ 400
(b) 1 or greater $ 44,000 $ 40,000 0.00% $ 0
</TABLE>
(a) The first $40,000 of the withdrawal is attributed to the Purchase Payment.
Because the Purchase Payment has been held in your Account for less than one
year, it is subject to the withdrawal charge. The rest of your withdrawal is
attributed to earnings and is not subject to the withdrawal charge.
(b) Because the Purchase Payment has been held in your Account for more than one
year, it is not subject to the withdrawal charge.
Minimum distribution withdrawals from a Qualified Contract will not incur
a withdrawal charge.
PARTIAL WITHDRAWAL:
Assume a single Purchase Payment of $40,000 is made on the Contract Date,
no additional Purchase Payments are made, and there are a series of two partial
withdrawals of $9,000 and $32,000 made prior to the end of the first Account
Year.
<TABLE>
<CAPTION>
HYPOTHETICAL PARTIAL PURCHASE WITHDRAWAL WITHDRAWAL
ACCOUNT WITHDRAWAL PAYMENTS CHARGE CHARGE
VALUE AMOUNT WITHDRAWN PERCENTAGE AMOUNT
------------ ----------- ----------- --------------- -------------
<S> <C> <C> <C> <C> <C>
(a) $ 41,000 $ 9,000 $ 9,000 1.00% $ 90
(b) $ 33,000 $ 32,000 $ 31,000 1.00% $ 310
</TABLE>
(a) The first withdrawal of $9,000 is attributed to the Purchase Payment and is
subject to the withdrawal charge. The $31,000 balance of the Purchase
Payment will remain in your Account.
(b) The first $31,000 of the second withdrawal is attributed to the remainder of
the Purchase Payment that you have not previously withdrawn and is subject
to the withdrawal charge. The rest of your withdrawal is attributed to
earnings and is not subject to the withdrawal charge.
Minimum distribution withdrawals from a Qualified Contract will not incur
a withdrawal charge.
PART 2 -- FIXED ACCOUNT -- EXAMPLES OF THE MARKET VALUE ADJUSTMENT ("MVA")
The MVA Factor is:
<TABLE>
<C> <C>
N/12
1 + I
( ------ ) -1
1 + J
</TABLE>
These examples assume the following:
1) the Guarantee Amount was allocated to a one year Guarantee Period
with a Guaranteed Interest Rate of 4% or .04.
83
<PAGE>
2) the date of surrender is six months from the Expiration Date (N =
6).
3) the value of the Guarantee Amount on the date of surrender is
$40,792.16.
4) no transfers or partial withdrawals affecting this Guarantee Amount
have been made.
5) withdrawal charges, if any, are calculated in the same manner as
shown in the examples in Part 1.
EXAMPLE OF A NEGATIVE MVA:
Assume that on the date of surrender, the current rate (J) is 5% or .05.
<TABLE>
<C> <S> <C> <C>
N/12
1 + I
The MVA factor = ( ------ ) -1
1 + J
</TABLE>
<TABLE>
<C> <S> <C> <C>
6/12
1 + .04
= ( ------ ) -1
1 + .05
= -.0047733
</TABLE>
The value of the Guarantee Amount is multiplied by the MVA factor to
determine the MVA
$40,792.16 X -.0047733 = -$194.71
$194.71 represents the MVA that will be deducted from the value of the
Guarantee Amount before the deduction of any withdrawal charge.
For a partial withdrawal of $2,000 from this Guarantee Amount, the MVA
would be ($2,000.00) X (-.0047733) = -$9.55.
$9.55 represents the MVA that will be deducted from the partial withdrawal
amount before the deduction of any withdrawal charge.
EXAMPLE OF A POSITIVE MVA:
Assume that on the date of surrender, the current rate (J) is 3% or .03.
<TABLE>
<C> <S> <C> <C>
N/12
1 + I
The MVA factor = ( ----- ) -1
1 + J
</TABLE>
<TABLE>
<C> <S> <C> <C>
6/12
1 + .04
= ( ------ ) -1
1 + .03
= .00484264
</TABLE>
The value of the Guarantee Amount is multiplied by the MVA factor to
determine the MVA
$40,792.16 X .00484264 = $197.54
$197.54 represents the MVA that would be added to the value of the
Guarantee Amount before the deduction of any withdrawal charge.
For a partial withdrawal of $2,000 from this Guarantee Amount, the MVA
would be $2,000.00 X .00484264 = $9.69.
$9.69 represents the MVA that would be added to the value of the partial
withdrawal amount before the deduction of any withdrawal charge.
84
<PAGE>
<TABLE>
<S> <C>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
ANNUITY SERVICE MAILING ADDRESS:
C/O RETIREMENT PRODUCTS AND SERVICES
P.O. BOX 1024
BOSTON, MASSACHUSETTS 02103
TELEPHONE:
Toll Free (800) 752-7215
In Massachusetts (617) 348-9600
GENERAL DISTRIBUTOR
Clarendon Insurance Agency, Inc.
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02481
AUDITORS
Deloitte Touche LLP
125 Summer Street
Boston, Massachusetts 02110
</TABLE>
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF
ADDITIONAL INFORMATION
Attached hereto and made a part hereof is the Statement of
Additional Information dated May 1, 1999 for the following:
MFS Regatta Classic
Futurity Focus
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF
ADDITIONAL INFORMATION
Attached hereto and made a part hereof is the Statement of Additional
Information dated May 1, 1999 for each of the following:
MFS Regatta Classic
Futurity Focus
<PAGE>
May 1, 1999
MFS REGATTA CLASSIC
VARIABLE AND FIXED ANNUITY
STATEMENT OF ADDITIONAL INFORMATION
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
TABLE OF CONTENTS
Calculation of Performance Data ................................................
Advertising and Sales Literature ...............................................
Calculations ...................................................................
Example of Variable Accumulation Unit Value Calculation....................
Example of Variable Annuity Unit Calculation ..............................
Example of Variable Annuity Payment Calculation ...........................
Calculation of Annuity Values .............................................
Distribution of the Contracts ..................................................
Designation and Change of Beneficiary ..........................................
Custodian ......................................................................
Financial Statements ...........................................................
The Statement of Additional Information sets forth information which
may be of interest to prospective purchasers of MFS Regatta Classic Variable
and Fixed Annuity Contracts (the "Contracts") issued by Sun Life Assurance
Company of Canada (U.S.) (the "Company") in connection with Sun Life of Canada
(U.S.) Variable Account F (the "Variable Account") which is not included in the
Prospectus dated May 1, 1999. This Statement of Additional Information should
be read in conjunction with the Prospectus, a copy of which may be obtained
without charge from the Company at its Annuity Service Mailing Address, c/o Sun
Life Assurance Company of Canada (U.S.), Retirement Products and Services, P.O.
Box 1024, Boston, Massachusetts 02103, or by telephoning (617) 348-9600 or
(800)-752-7215.
The terms used in this Statement of Additional Information have the
same meanings as in the Prospectus.
- --------------------------------------------------------------------------------
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE PURCHASERS ONLY IF PRECEDED OR ACCOMPANIED BY A
CURRENT PROSPECTUS.
<PAGE>
-2-
CALCULATION OF PERFORMANCE DATA
STANDARDIZED AVERAGE ANNUAL TOTAL RETURN:
The table below shows, for various Sub-Accounts of the Variable Account,
the Standardized Average Annual Total Return for the stated periods (or
shorter period indicated in the table), based upon a hypothetical
initial Purchase Payment of $1,000, calculated in accordance with the formula
set out below. For purposes of determining these investment results, the
actual investment performance of each Series of MFS/Sun Life Series Trust is
reflected from the date the Variable Account was established, or such later
date that the Series commenced operations (the "Commencement Date"), although
the Contracts have been offered only since _______, 1997. No information is
shown for the Bond Series, Equity Income Series, Massachusetts Investors
Growth Stock Series, New Discovery Series, Research International Series or
Strategic Income Series as such Series had been in operation for less than
one year as of December 31, 1998.
STANDARDIZED AVERAGE ANNUAL TOTAL RETURN
PERIOD ENDING DECEMBER 31, 1998
<TABLE>
<CAPTION>
1 YEAR 5 YEAR COMMENCEMENT
PERIOD PERIOD LIFE DATE
----------- ----------- ---------------- ----------------------
<S> <C> <C> <C> <C>
Capital Appreciation Series............. 27.02% 18.51% 16.30% July 13, 1989
Capital Opportunities Series*........... 25.43% -- 23.43% June 3, 1996
Emerging Growth Series.................. 32.03% -- 28.97% September 28, 1995
Global Asset Allocation Series (1)...... 5.40% -- 11.84% November 7, 1994
Global Governments Series (2)........... 14.27% 4.54% 7.34% July 13, 1989
Global Growth Series (3)................ 13.27% 10.81% 11.85% November 16, 1993
Global Total Return Series (4).......... 17.09% -- 14.22% November 7, 1994
Government Securities Series............ 7.50% 5.27% 6.72% July 13, 1989
High Yield Series....................... (0.64)% 6.44% 7.89% July 13, 1989
International Growth Series*............ 0.77% -- 1.90% June 3, 1996
International Growth and Income
Series................................. 20.27% -- 8.90% October 2, 1995
Managed Sectors Series.................. 10.97% 15.15% 13.73% July 13, 1989
Massachusetts Investors Trust Series (5) 21.89% 21.02% 17.53% November 8, 1991
MFS/Foreign & Colonial Emerging Markets
Equity Series*......................... (30.78)% -- 10.72% June 5, 1996
Money Market Series..................... 3.80% 3.40% 3.62% July 13, 1989
Research Series......................... 21.70% -- 22.65% November 7, 1994
Research Growth and Income Series....... 20.94% -- 18.75% May 12, 1997
Total Return Series..................... 9.94% 11.85% 10.61% July 13, 1989
Utilities Series........................ 16.22% 17.45% 16.90% November 16, 1993
</TABLE>
- ------------------------
*Actual returns, not annualized.
(1) Formerly, the World Asset Allocation Series.
(2) Formerly, the World Governments Series.
(3) Formerly, the World Growth Series.
(4) Formerly, the World Total Return Series.
(5) Formerly, the Conservative Growth Series.
The length of the period and the last day of each period used in
the above table are set out in the table headings. The Average Annual Total
Return for each period was determined by finding the average annual
compounded rate of return over each period that would equate the initial
amount invested to the ending redeemable value for that period, in accordance
with the following formula:
n
P(l + T) = ERV
Where: P = a hypothetical initial Purchase Payment of $1,000
T = average annual total return for the period
n = number of years
ERV = redeemable value (as of the end of the period) of a
hypothetical $1,000 Purchase Payment made at the beginning
of the 1-year, 5-year, or 10-year period (or fractional
portion thereof)
The formula assumes that: 1) all recurring fees have been deducted from the
Participant's Account; 2) all applicable non-recurring Contract charges are
deducted at the end of the period, and 3) there will be a full surrender at the
end of the period.
The $50 annual Account Fee will be allocated among the Sub-Accounts so
that each Sub-Account's allocated portion of the Account Fee is proportional to
the percentage of the number of Individual Contracts and Certificates that have
amounts allocated to that Sub-Account. Because the impact of Account Fees on a
particular Contract may differ from those assumed in the computation due to
differences between actual allocations and the assumed ones, the total return
that would have been experienced by an actual Contract over these same time
periods may have been different from that shown above.
<PAGE>
-3-
NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN:
The table below shows, for various Sub-Accounts of the Variable Account,
the Non-Standardized Average Annual Total Return for the stated periods (or
shorter period indicated in the table), based upon a hypothetical
initial Purchase Payment of $1,000, calculated in accordance with the formula
set out under "Standardized Average Annual Total Return." For purposes of
determining these investment results, the actual investment performance of
each Series of MFS/Sun Life Series Trust is reflected from the date such
Series commenced operations ("Inception"), although the Contracts have been
offered only since __________, 1997. No information is shown for the Bond
Series, Equity Income Series, Massachusetts Investors Growth Stock Series,
New Discovery Series, Research International Series or Strategic Income
Series as such Series had been in operation less than one year as of December
31, 1998.
NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN
PERIOD ENDING DECEMBER 31, 1998
<TABLE>
<CAPTION>
1 YEAR 5 YEAR 10 YEAR DATE OF
PERIOD PERIOD PERIOD LIFE* INCEPTION
----------- ----------- ----------- ----------- ----------------------
<S> <C> <C> <C> <C> <C>
Capital Appreciation Series............. 27.02% 18.51% 18.69% 16.36% August 13, 1985
Capital Opportunities Series**.......... 25.43% -- -- 23.43% June 3, 1996
Emerging Growth Series.................. 32.03% -- -- 28.97% May 1, 1995
Global Asset Allocation Series.......... 5.40% -- -- 11.84% November 7, 1994
Global Governments Series............... 14.27% 4.54% 7.27% 7.17% May 16, 1988
Global Growth Series.................... 13.27% 10.81% -- 11.85% November 16, 1993
Global Total Return Series.............. 17.09% -- -- 14.22% November 7, 1994
Government Securities Series............ 7.50% 5.27% 7.20% 7.37% August 12, 1985
High Yield Series....................... (0.64)% 6.44% 8.08% 8.25% August 13, 1985
International Growth Series**........... 0.77% -- -- 1.90 June 3, 1996
International Growth and Income Series.. 20.27% -- -- 8.90 October 2, 1995
Managed Sectors Series.................. 10.97% 15.15% 16.17% 15.61% May 27, 1988
Massachusetts Investors Trust Series.... 21.89% 21.02% -- 17.53% December 5, 1986
MFS/Foreign & Colonial Emerging Markets
Equity Series**........................ (30.78)% -- -- (10.72)% June 5, 1996
Money Market Series..................... 3.80% 3.40% 3.85% 4.11% August 29, 1985
Research Series......................... 21.70% -- -- 22.65% November 7, 1994
Research Growth and Income Series....... 20.94% -- -- 18.75% May 12, 1997
Total Return Series..................... 9.94% 11.85% 11.28% 11.06% May 16, 1988
Utilities Series........................ 16.22% 17.45% -- 16.90% November 16, 1993
</TABLE>
- ------------------------
*From commencement of investment operations
**Actual returns, not annualized.
<PAGE>
-4-
NON-STANDARDIZED COMPOUND GROWTH RATE
The table below shows, for various Sub-Accounts of the Variable Account,
the Non-Standardized Compound Growth Rate for the stated periods (or shorter
period indicated in the table), based upon a hypothetical investment,
calculated in accordance with the formula set out under "Standardized Average
Annual Return," except that no withdrawal charges or annual Account Fees have
been deducted. If withdrawal charges or Account Fees were reflected, returns
would be lower (see "Standardized Average Annual Total Return" and "Non
Standardized Average Annual Return"). For purposes of determining these
investment results, the actual investment performance of each Series of
MFS/Sun Life Series Trust is reflected from the date such Series commenced
operations ("Inception"), although the Contracts have been offered only since
________, 1997. No information is shown for the Bond Series, Equity Income
Series, Massachusetts Investors Growth Stock Series, New Discovery Series,
Research International Series or Strategic Income Series as such Series had
been in operation less than one year as of December 31, 1998.
NON-STANDARDIZED COMPOUND GROWTH RATE
PERIOD ENDING DECEMBER 31, 1998
<TABLE>
<CAPTION>
1 YEAR 5 YEAR 10 YEAR DATE OF
PERIOD PERIOD PERIOD LIFE* INCEPTION
----------- ----------- ----------- ----------- ----------------------
<S> <C> <C> <C> <C> <C>
Capital Appreciation Series............. 27.42% 18.67% 18.77% 16.43% August 13, 1985
Capital Opportunities Series**.......... 25.68% -- -- 23.68% June 3, 1996
Emerging Growth Series.................. 32.51% -- -- 29.47% September 28, 1995
Global Asset Allocation Series.......... 5.47% -- -- 11.93% November 7, 1994
Global Governments Series............... 14.31% 4.55% 7.28% 7.18% May 16, 1988
Global Growth Series.................... 13.40% 10.96% -- 12.00% November 16, 1993
Global Total Return Series.............. 17.15% -- -- 14.25% November 7, 1994
Government Securities Series............ 7.64% 5.46% 7.36% 7.52% August 12, 1985
High Yield Series....................... (0.40)% 6.62% 8.23% 8.38% August 13, 1985
International Growth Series**........... 0.89% -- -- 1.76% June 3, 1996
International Growth and Income Series.. 20.39% -- -- 9.04% October 2, 1995
Managed Sectors Series.................. 11.14% 15.19% 16.18% 15.63% May 27, 1988
Massachusetts Investors Trust Series.... 22.59% 21.31% -- 17.80% November 8, 1991
MFS/Foreign & Colonial Emerging Markets
Equity Series**........................ (30.66)% -- -- (10.58)% June 5, 1996
Money Market Series..................... 3.97% 3.61% 4.04% 4.30% August 29, 1985
Research Series......................... 22.38% -- -- 23.40% November 7, 1994
Research Growth and Income Series....... 20.94% -- -- 18.75% May 12, 1997
Total Return Series..................... 10.62% 12.67% 11.97% 11.73% May 16, 1988
Utilities Series........................ 16.40% 17.49% -- 16.95% November 16, 1993
</TABLE>
- ------------------------
*From commencement of investment operations
**Actual returns, not annualized.
ADDITIONAL NON-STANDARDIZED INVESTMENT PERFORMANCE:
The Variable Account may illustrate its results over various periods
and compare its results to indices and other variable annuities in sales
materials including advertisements, brochures and sports. Such results may be
computed on a "cumulative" and/or "annualized" basis.
"Cumulative" quotations are arrived at by calculating the change in
the Accumulation Unit value of a Sub-Account between the first and last day of
the base period being measured, and expressing the difference as a percentage of
the Accumulation Unit value at the beginning of the base period.
"Annualized" quotations are calculated by applying a formula which
determines the level rate of return which, if earned over the entire base
period, would produce the cumulative return.
<PAGE>
-5-
ADVERTISING AND SALES LITERATURE
As set forth in the Prospectus, the Company may refer to the following
organizations (and others) in its marketing materials:
A.M. BEST'S RATING SYSTEM is designed to evaluate the various factors
affecting the overall performance of an insurance company in order to provide an
opinion as to an insurance company's relative financial strength and ability to
meet its contractual obligations. The procedure includes both a quantitative and
qualitative review of each company.
DUFF & PHELPS CREDIT RATING Company's Insurance Company Claims Paying
Ability Rating is an independent evaluation by a nationally accredited rating
organization of an insurance company's ability to meet its future obligations
under the contracts and products it sells. The rating takes into account both
quantitative and qualitative factors.
LIPPER VARIABLE INSURANCE PRODUCTS PERFORMANCE ANALYSIS SERVICE is a
publisher of statistical data covering the investment company industry in the
United States and overseas. Lipper is recognized as the leading source of data
on open-end and closed-end funds. Lipper currently tracks the performance of
over 5,000 investment companies and publishes numerous specialized reports,
including reports on performance and portfolio analysis, fee and expense
analysis.
STANDARD & POOR's insurance claims-paying ability rating is an opinion
of an operating insurance company's financial capacity to meet obligations of
its insurance policies in accordance with their terms.
VARDS (Variable Annuity Research Data Service) provides a
comprehensive guide to variable annuity contract features and historical fund
performance. The service also provides a readily understandable analysis of the
comparative characteristics and market performance of funds inclusive in
variable contracts.
MOODY'S Investors Services, Inc.'s insurance claims-paying rating is a
system of rating an insurance company's financial strength, market leadership,
and ability to meet financial obligations. The purpose of Moody's ratings is to
provide investors with a simple system of gradation by which the relative
quality of insurance companies may be noted.
STANDARD & POOR'S INDEX - broad-based measurement of changes in
stock-market conditions based on the average performance of 500 widely held
common stocks; commonly known as the Standard & Poor's 500 (S&P 500). The
selection of stocks, their relative weightings to reflect differences in the
number of outstanding shares, and publication of the index itself are services
of Standard & Poor's Corporation, a financial advisory, securities rating, and
publishing firm. The index tracks 400 industrial company stocks, 20
transportation stocks, 40 financial company stocks, and 40 public utilities.
<PAGE>
-6-
NASDAQ-OTC Price Index - this index is based on the National
Association of Securities Dealers Automated Quotations (NASDAQ) and represents
all domestic over-the-counter stocks except those traded on exchanges and those
having only one market maker, a total of some 3,500 stocks. It is market
valueweighted and was introduced with a base of 100.00 on February 5, 1971.
DOW JONES INDUSTRIAL AVERAGE (DJIA) - price-weighted average of 30
actively traded blue chip stocks, primarily industrials, but including
American Express Company and American Telephone and Telegraph Company.
Prepared and Published by Dow Jones & Company, it is the oldest and most
widely quoted of all the market indicators. The average is quoted in points,
not dollars.
MORNINGSTAR, Inc. is an independent financial publisher offering
comprehensive statistical and analytical coverage of open-end and closed-end
funds and variable annuities. This coverage for mutual funds includes, among
other information, performance analysis rankings, risk rankings (e.g.
aggressive, moderate or conservative), and "style box" matrices. Style box
matrices display, for equity funds, the investment philosophy and size of the
companies in which the fund invests and, for fixed-income funds, interest rate
sensitivity and credit quality of the investment instruments.
IBBOTSON ASSOCIATES, Inc. is a consulting firm that provides a variety
of historical data, including total return, capital appreciation and income, on
the stock market as well as other investment asset classes, and inflation. This
information will be used primarily for comparative purposes and to illustrate
general financial planning principles.
In its advertisements and other sales literature for the Variable
Account and the Series Fund, the Company intends to illustrate the advantages of
the Contracts in a number of ways:
DOLLAR COST AVERAGING ILLUSTRATIONS. These illustrations will
generally discuss the price-leveling effect of making regular investments in the
same Sub-Accounts over a period of time, to take advantage of the trends in
market prices of the portfolio securities purchased by those Sub-Accounts.
SYSTEMATIC WITHDRAWAL PROGRAM. A service provided by the Company,
through which a Participant may take any distribution allowed by Internal
Revenue Code Section 401 (a) (9) in the case of Qualified Contracts, or
permitted under Internal Revenue Code Section 72 in the case of Non-Qualified
Contracts, by way of a series of partial withdrawals. Withdrawals under this
program may be fully or partially includible in income and may be subject to
a 10% penalty tax. Consult your tax advisor.
THE COMPANY'S OR MFS' CUSTOMERS. Sales literature for the Variable
Account and the Funds may refer to the number of clients which they serve.
THE COMPANY'S OR MFS' ASSETS, SIZE. The Company may discuss its
general financial condition (see, for example, the references to Standard &
Poor's, Duff & Phelps and A.M. Best Company above); it may refer to its assets;
it may also discuss its
<PAGE>
-7-
relative size and/or ranking among companies in the industry or among any
sub-classification of those companies, based upon recognized evaluation
criteria. For example, at December 31, 1997 the Company was the 37th largest
U.S. life insurance company based upon overall assets and its ultimate parent
company, Sun Life Assurance Company of Canada, was the 21st largest.
COMPOUND INTEREST ILLUSTRATIONS. These will emphasize several
advantages of the variable annuity contract. For example, but not by way of
limitation, the literature may emphasize the potential savings through tax
deferral; the potential advantage of the Variable Account over the Fixed
Account; and the compounding effect when a participant makes regular deposits to
his or her account.
The Company may use hypothetical illustrations of the benefits of tax
deferral, including but not limited to the following chart:
The chart below assumes an initial investment of $10,000 which remains
fully invested for the entire time period, an 8% annual return, and a 33%
combined federal and state income tax rate. It compares how three different
investments might fare over 10, 20, and 30 years. The first example illustrates
an investment in a non-tax-deferred account and assumes that taxes are paid
annually out of that account. The second example illustrates how the same
investment would grow in a tax-deferred investment, such as an annuity. And the
third example illustrates the net value of the tax-deferred investment after
paying taxes on the full account value.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
10 YEARS 20 YEARS 30 YEARS
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Non-Tax-Deferred Account $16,856 $28,413 $ 47,893
- --------------------------------------------------------------------------------
Tax-Deferred Account $21,589 $46,610 $100,627
- --------------------------------------------------------------------------------
Tax-Deferred Account After $17,765 $34,528 $ 70,720
- --------------------------------------------------------------------------------
Paying Taxes
- --------------------------------------------------------------------------------
</TABLE>
THIS ILLUSTRATION IS HYPOTHETICAL AND DOES NOT REPRESENT THE PROJECTED
PERFORMANCE OF THE MFS REGATTA CLASSIC VARIABLE ANNUITY OR ANY OF ITS
INVESTMENT OPTIONS. THE ILLUSTRATION DOES NOT REFLECT THE DEDUCTION OF ANY
CHARGES OR FEES RELATED TO PORTFOLIO MANAGEMENT, MORTALITY AND EXPENSE, OR
ACCOUNT ADMINISTRATION. TAXES ON EARNINGS WITHIN AN ANNUITY ARE DUE UPON
WITHDRAWAL. WITHDRAWALS MAY ALSO BE SUBJECT TO SURRENDER CHARGES AND, IF MADE
PRIOR TO AGE 59 1/2, A 10% FEDERAL PENALTY TAX.
<PAGE>
-8-
CALCULATIONS
EXAMPLE OF VARIABLE ACCUMULATION UNIT VALUE CALCULATION
Suppose the net asset value of a Series Fund share at the end of the
current valuation period is $18.38; at the end of the immediately preceding
valuation period was $18.32; the Valuation Period is one day; and no
dividends or distributions caused Series Fund shares to go "ex-dividend"
during the current Valuation Period. $18.38 divided by $18.32 is 1.00327511.
Subtracting the one day risk factor for mortality and expense risks and the
administrative expense charge of .00003133 (the daily equivalent of the
current maximum charge of 1.15% on an annual basis) gives a net investment
factor of 1.00324378. If the value of the variable accumulation unit for the
immediately preceding valuation period had been 14.5645672, the value for the
current valuation period would be 14.6118151 (14.5645672 X 1.00324378).
EXAMPLE OF VARIABLE ANNUITY UNIT CALCULATION
Suppose the circumstances of the first example exist, and the value of
an annuity unit for the immediately preceding valuation period had been
12.3456789. If the first variable annuity payment is determined by using an
annuity payment based on an assumed interest rate of 3% per year, the value
of the annuity unit for the current valuation period would be 12.3847226
(12.3456789 X 1.00324378 (the Net Investment Factor) X 0.99991902).
0.99991902 is the factor, for a one day Valuation Period, that neutralizes
the assumed interest rate of 3% per year used to establish the Annuity
Payment Rates found in certain Contracts.
EXAMPLE OF VARIABLE ANNUITY PAYMENT CALCULATION
Suppose that a Participant Account is credited with 8,765.4321 variable
accumulation units of a particular Sub-Account but is not credited with
any fixed accumulation units; that the variable accumulation unit value and
the annuity unit value for the particular Sub-Account for the valuation
period which ends immediately preceding the annuity commencement date are
14.5645672 and 12.3456789 respectively; that the annuity payment rate for the
age and option elected is $6.78 per $1,000; and that the annuity unit value
on the day prior to the second variable annuity payment date is 12.3847226.
The first variable annuity payment would be $865.57 (8,765.4321 X 14.5645672
X 6.78 divided by 1,000). The number of annuity units credited would be
70.1112 ($865.57 divided by 12.3456789) and the second variable annuity
payment would be $868.28 (70.1112 X 12.3846325).
CALCULATION OF ANNUITY VALUES
The Fixed Annuity Unit Value for each Sub-Account is $10.00 for the
first Valuation Period of the Sub-Account. For subsequent Valuation periods,
the Variable Annuity Unit Value for the Sub-Account is the previous Variable
Annuity Unit Value times the Net Investment Factor for the Sub-Account.
DISTRIBUTION OF THE CONTRACTS
We offer the Contracts on a continuous basis. The Contracts are
sold by licensed insurance agents in those states where the Contracts may be
lawfully sold. Such agents will be registered representatives of
broker-dealers registered under the Securities Exchange Act of 1934 who are
members of the National Association of Securities Dealers, Inc. and who have
entered into distribution agreements with the Company and the general
distributor and principal underwriter of the Contracts, Clarendon Insurance
Agency, Inc. ("Clarendon"), One Sun Life Executive Park, Wellesley Hills,
Massachusetts 02481. Clarendon is a wholly-owned subsidiary of the Company.
Clarendon is registered with the SEC under the Securities Exchange Act of
1934 as broker-dealer and is a member of the National Association of
Securities Dealers, Inc. Clarendon also acts as the general distributor of
certain other annuity contracts issued by the Company and its wholly-owned
subsidiary, Sun Life Insurance and Annuity Company of New York, and variable
life insurance contracts issued by the Company.
Commissions and other distribution compensation will be paid by the
Company to the selling agents and will not be more than 1.20% of Purchase
Payments. In addition, after the first Account Year, broker-dealers who have
entered into distribution agreements with the Company may receive an annual
renewal commission of no more than 1.00% of the Participant's Account Value.
In addition to commissions, the Company may, from time to time, pay or allow
additional promotional incentives, in the form of cash or other compensation.
The Company reserves the right to offer these additional incentives only to
certain
<PAGE>
-9-
broker-dealers that sell or are expected to sell during specified time
periods certain minimum amounts of the Contracts or Certificates or other
contracts offered by the Company. Promotional incentives may change at any
time. Commissions will not be paid with respect to Participant Accounts
established for the personal account of employees of the Company or any of
its affiliates, or of persons engaged in the distribution of the Contracts,
or of immediate family members of such employees or persons. In addition,
commissions may be waived or reduced in connection with certain transactions
described in the Prospectus under the heading "Waivers; Reduced Charges;
Credits; Bonus Guaranteed Interest Rates."
DESIGNATION AND CHANGE OF BENEFICIARY
The Beneficiary designation in the Application will remain in effect
until changed.
Subject to the rights of an irrevocably designated Beneficiary, you
may change or revoke the designation of Beneficiary by filing the change or
revocation with us in the form we require. The change or revocation will not be
binding on us until we receive it. When we receive it, the change or revocation
will be effective as of the date on which it was signed, but the change or
revocation will be without prejudice to us on account of any payment we make or
any action we take before receiving the change or revocation.
Please refer to the terms of your particular retirement plan and any
applicable legislation for any restrictions on the beneficiary designation.
CUSTODIAN
We are the Custodian of the assets of the Variable Account. We
will purchase Series Fund shares at net asset value in connection with
amounts allocated to the Sub-Accounts in accordance with your instructions,
and we will redeem Series Fund shares at net asset value for the purpose of
meeting the contractual obligations of the Variable Account, paying charges
relative to the Variable Account or making adjustments for annuity reserves
held in the Variable Account.
FINANCIAL STATEMENTS
The Financial Statements of Sun Life of Canada (U.S.) Variable
Account F for the year ended December 31, 1998 included in this Statement of
Additional Information have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report appearing herein, and are
included in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
<PAGE>
-10-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENT OF CONDITION -- December 31, 1998
<TABLE>
<CAPTION>
Assets:
<S> <C> <C> <C>
Investment in MFS/Sun Life Series Trust: Shares Cost Value
----------- -------------- --------------
Bond Series ("BDS").............................................................. 1,833,052 $ 19,308,754 $ 19,594,756
Capital Appreciation Series ("CAS").............................................. 32,535,812 1,207,116,273 1,494,454,468
Capital Opportunities Series ("COS")............................................. 11,033,845 154,891,892 187,374,642
Conservative Growth Series ("CGS")............................................... 45,143,592 1,273,801,516 1,726,636,223
Emerging Growth Series ("EGS")................................................... 30,106,934 505,953,776 700,846,932
Equity Income Series ("EIS")..................................................... 808,548 7,896,401 8,491,757
MFS/Foreign & Colonial Emerging Markets Equity Series ("FCE").................... 2,266,785 22,335,481 16,977,985
International Growth Series ("FCI").............................................. 3,626,435 35,824,144 35,304,699
International Growth and Income Series ("FCG")................................... 5,453,761 65,412,844 71,908,458
Government Securities Series ("GSS")............................................. 29,861,826 385,880,145 399,987,008
High Yield Series ("HYS")........................................................ 31,251,222 294,351,362 286,371,075
Managed Sectors Series ("MSS")................................................... 11,831,026 317,435,697 334,165,044
Massachusetts Investors Growth Stock Series ("MIS").............................. 6,724,723 69,779,820 81,191,995
Money Market Series ("MMS")...................................................... 417,135,145 417,135,145 417,135,145
New Discovery Series ("NWD")..................................................... 1,250,089 11,775,479 13,279,492
Research Series ("RES").......................................................... 41,174,957 725,772,331 947,967,793
Research Growth & Income Series ("RGS").......................................... 2,708,382 32,789,497 36,276,888
Research International Series ("RSS")............................................ 373,636 3,392,628 3,519,310
Strategic Income Series ("SIS").................................................. 774,644 7,563,923 7,781,098
Total Return Series ("TRS")...................................................... 85,415,374 1,568,357,466 1,816,228,173
Utilities Series ("UTS")......................................................... 12,363,259 176,926,102 211,219,612
World Asset Allocation Series ("WAA")............................................ 8,540,141 119,915,782 123,362,461
World Governments Series ("WGS")................................................. 7,341,822 83,199,514 89,769,321
World Growth Series ("WGR")...................................................... 16,637,922 227,100,556 260,469,628
World Total Return Series ("WTR")................................................ 5,736,216 80,641,108 95,255,576
-------------- --------------
$7,814,557,636 $9,385,569,539
--------------
--------------
Receivable from Sponsor......................................................................................... 124,848
--------------
Net Assets................................................................................................ $9,385,694,387
--------------
--------------
</TABLE>
<TABLE>
<CAPTION>
Applicable to Owners of Reserve
Deferred Variable Annuity Contracts for
------------------------------------- Variable
NET ASSETS APPLICABLE TO CONTRACT OWNERS: Units Unit Value Value Annuities Total
---------- ---------- ------------ ---------- --------------
<S> <C> <C> <C> <C> <C>
MFS REGATTA CONTRACTS:
CAS -- Level 1......................... 464,349 $38.0799 $ 17,690,821 $ 128,185 $ 17,819,006
CAS -- Level 2......................... 9,053,993 15.3711 139,037,017 502,016 139,539,033
GSS -- Level 1......................... 325,241 17.8992 5,834,948 85,153 5,920,101
GSS -- Level 2......................... 2,656,978 11.4928 30,519,539 186,149 30,705,688
HYS -- Level 1......................... 73,632 21.8836 1,617,626 4,912 1,622,538
HYS -- Level 2......................... 1,320,379 11.1015 14,660,653 65,418 14,726,071
MSS -- Level 1......................... 196,463 30.2227 5,814,583 64,763 5,879,346
MSS -- Level 2......................... 2,730,897 13.6177 37,269,491 76,615 37,346,106
MMS -- Level 1......................... 268,447 13.6495 3,851,232 27,783 3,879,015
MMS -- Level 2......................... 3,722,758 10.7906 39,934,531 3,596 39,938,127
TRS -- Level 1......................... 898,137 26.5642 23,875,313 222,411 24,097,724
TRS -- Level 2......................... 12,506,430 13.3189 166,507,969 1,042,925 167,550,894
WGS -- Level 1......................... 89,328 18.6916 1,681,850 39,205 1,721,055
WGS -- Level 2......................... 834,010 11.2037 9,329,126 36,551 9,365,677
------------ ---------- --------------
$497,624,699 $2,485,682 $ 500,110,381
------------ ---------- --------------
</TABLE>
See notes to financial statements
<PAGE>
-11-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENT OF CONDITION -- December 31, 1998 -- continued
<TABLE>
<CAPTION>
Applicable to Owners of Reserve
Deferred Variable Annuity Contracts for
NET ASSETS APPLICABLE TO CONTRACT OWNERS --------------------------------------- Variable
(CONTINUED): Units Unit Value Value Annuities Total
---------- ---------- -------------- ---------- --------------
<S> <C> <C> <C> <C> <C>
MFS REGATTA GOLD CONTRACTS:
BDS.................................... 1,182,239 $10.5921 $ 12,523,169 $ 148,957 $ 12,672,126
CAS.................................... 37,500,481 34.7871 1,304,369,755 6,496,774 1,310,866,529
COS.................................... 10,262,282 17.2085 176,609,581 303,057 176,912,638
CGS.................................... 51,880,765 31.7109 1,645,157,266 5,065,107 1,650,222,373
EGS.................................... 28,900,957 23.0408 665,946,545 1,249,399 667,195,944
EIS.................................... 528,238 10.4065 5,496,893 -- 5,496,893
FCE.................................... 2,147,348 7.4615 16,021,601 19,295 16,040,896
FCI.................................... 3,290,043 9.5047 31,272,468 50,802 31,323,270
FCG.................................... 5,214,558 13.1538 68,597,649 89,079 68,686,728
GSS.................................... 23,218,234 15.0941 350,499,319 1,093,255 351,592,574
HYS.................................... 14,190,817 18.0207 255,739,789 889,807 256,629,596
MSS.................................... 11,245,144 25.4406 285,790,341 972,779 286,763,120
MIS.................................... 4,121,518 11.9635 49,306,625 88,325 49,394,950
MMS.................................... 29,387,086 12.2282 359,428,914 1,587,715 361,016,629
NWD.................................... 794,859 10.5258 8,366,403 37,385 8,403,788
RES.................................... 38,553,986 23.7119 913,668,029 2,442,962 916,110,991
RGS.................................... 2,408,676 13.1605 31,700,558 131,422 31,831,980
RSS.................................... 190,267 9.3330 1,776,592 -- 1,776,592
SIS.................................... 622,914 9.9530 6,199,328 -- 6,199,328
TRS.................................... 71,102,020 22.1273 1,573,134,778 4,410,143 1,577,544,921
UTS.................................... 9,023,102 22.0489 198,939,550 710,512 199,650,062
WAA.................................... 7,576,691 15.8203 119,890,942 617,113 120,508,055
WGS.................................... 5,048,219 15.2422 76,964,930 444,193 77,409,123
WGR.................................... 14,522,129 17.6676 256,577,775 663,609 257,241,384
WTR.................................... 5,354,633 17.1741 91,961,363 521,228 92,482,591
-------------- ---------- --------------
$8,505,940,163 $28,032,918 $8,533,973,081
-------------- ---------- --------------
</TABLE>
See notes to financial statements
<PAGE>
-12-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENT OF CONDITION -- December 31, 1998 -- continued
<TABLE>
<CAPTION>
Applicable to Owners of Reserve
Deferred Variable Annuity Contracts for
NET ASSETS APPLICABLE TO CONTRACT OWNERS --------------------------------------- Variable
(CONTINUED): Units Unit Value Value Annuities Total
---------- ---------- -------------- ---------- --------------
MFS REGATTA CLASSIC CONTRACTS:
<S> <C> <C> <C> <C> <C>
BDS.................................... 35,123 $10.4200 $ 365,971 $ -- $ 365,971
CAS.................................... 465,812 15.2806 7,116,057 -- 7,116,057
COS.................................... 277,518 15.9773 4,429,393 -- 4,429,393
CGS.................................... 1,213,193 15.7220 19,066,338 701 19,067,039
EGS.................................... 959,802 15.2416 14,625,520 -- 14,625,520
EIS.................................... 12,113 10.6318 128,778 -- 128,778
FCE.................................... 43,654 7.8620 343,375 -- 343,375
FCI.................................... 83,820 9.8139 822,725 -- 822,725
FCG.................................... 90,582 12.7274 1,152,339 -- 1,152,339
GSS.................................... 297,310 11.5012 3,424,501 -- 3,424,501
HYS.................................... 342,363 11.2212 3,840,819 -- 3,840,819
MSS.................................... 140,324 13.2363 1,856,704 -- 1,856,704
MIS.................................... 232,788 11.9830 2,790,662 -- 2,790,662
MMS.................................... 270,417 10.7995 2,919,832 -- 2,919,832
NWD.................................... 29,182 10.5430 307,881 -- 307,881
RES.................................... 872,289 14.3354 12,502,110 -- 12,502,110
RGS.................................... 33,882 12.9744 439,317 -- 439,317
RSS.................................... 2,234 11.0101 24,596 -- 24,596
SIS.................................... 2,577 9.8850 25,477 -- 25,477
TRS.................................... 1,731,292 13.1773 22,813,315 1,386 22,814,701
UTS.................................... 178,136 14.8587 2,640,990 -- 2,640,990
WAA.................................... 53,167 11.5822 616,156 -- 616,156
WGS.................................... 40,074 11.4588 459,164 -- 459,164
WGR.................................... 121,297 12.8959 1,563,449 -- 1,563,449
WTR.................................... 91,253 13.0681 1,192,112 723 1,192,835
-------------- ---------- --------------
$ 105,467,581 $ 2,810 $ 105,470,391
-------------- ---------- --------------
</TABLE>
See notes to financial statements
<PAGE>
-13-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENT OF CONDITION -- December 31, 1998 -- continued
<TABLE>
<CAPTION>
Applicable to Owners of
Deferred Variable Annuity Contracts Reserve for
NET ASSETS APPLICABLE TO CONTRACT OWNERS ------------------------------------- Variable
(CONTINUED): Units Unit Value Value Annuities Total
-------- ---------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
MFS REGATTA PLATINUM CONTRACTS:
BDS.................................... 628,000 $10.4201 $ 6,543,991 $ -- $ 6,543,991
CAS.................................... 1,683,164 11.3405 19,087,857 21,268 19,109,125
COS.................................... 556,955 10.8048 6,017,955 -- 6,017,955
CGS.................................... 5,331,018 10.7939 57,543,942 58,386 57,602,328
EGS.................................... 1,651,404 11.5819 19,126,029 -- 19,126,029
EIS.................................... 272,362 10.5234 2,866,086 -- 2,866,086
FCE.................................... 72,586 8.1616 592,467 -- 592,467
FCI.................................... 338,938 9.3254 3,160,703 -- 3,160,703
FCG.................................... 199,346 10.3378 2,060,785 -- 2,060,785
GSS.................................... 816,102 10.4116 8,497,341 -- 8,497,341
HYS.................................... 1,000,705 9.5030 9,509,687 9,324 9,519,011
MSS.................................... 211,044 10.5861 2,234,121 21,614 2,255,735
MIS.................................... 2,428,134 11.9094 28,917,948 87,345 29,005,293
MMS.................................... 886,479 10.1878 9,031,808 119,936 9,151,744
NWD.................................... 436,178 10.4124 4,541,543 23,912 4,565,455
RES.................................... 1,751,713 11.0189 19,301,999 96,452 19,398,451
RGS.................................... 387,080 10.3415 4,002,882 -- 4,002,882
RSS.................................... 181,131 9.4845 1,718,122 -- 1,718,122
SIS.................................... 157,634 9.8713 1,556,293 -- 1,556,293
TRS.................................... 2,318,847 10.2907 23,862,327 210,689 24,073,016
UTS.................................... 819,649 10.9233 8,953,383 10,545 8,963,928
WAA.................................... 228,839 9.7081 2,221,401 -- 2,221,401
WGS.................................... 76,270 11.2639 858,944 -- 858,944
WGR.................................... 162,856 10.2820 1,674,403 -- 1,674,403
WTR.................................... 152,857 10.4567 1,598,349 697 1,599,046
-------------- ----------- --------------
$ 245,480,366 $ 660,168 $ 246,140,534
-------------- ----------- --------------
Net Assets............................. $9,354,512,809 $31,181,578 $9,385,694,387
-------------- ----------- --------------
-------------- ----------- --------------
</TABLE>
See notes to financial statements
<PAGE>
-14-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENT OF OPERATIONS -- Year Ended December 31, 1998
<TABLE>
<CAPTION>
BDS CAS COS CGS
Sub-Account* Sub-Account Sub-Account Sub-Account
--------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received.......... $ -- $145,840,372 $ 5,578,765 $ 93,714,906
Mortality and expense risk
charges......................... (73,456) (15,736,721) (1,733,280) (17,202,966)
Distribution expense charges..... -- (84,682) -- --
Administrative expense charges... (8,815) (1,803,725) (207,994) (2,064,356)
--------------- ------------ ------------ -------------
Net investment income (loss)... $ (82,271) $128,215,244 $ 3,637,491 $ 74,447,584
--------------- ------------ ------------ -------------
REALIZED AND UNREALIZED GAINS
(LOSSES):
Realized gains (losses) on
investment transactions
Proceeds from sales............ $5,147,887 $333,053,338 $ 18,663,825 $ 67,989,586
Cost of investments sold....... (4,931,477) (266,350,843) (13,493,338) (34,336,835)
--------------- ------------ ------------ -------------
Net realized gains
(losses).................... $ 216,410 $ 66,702,495 $ 5,170,487 $ 33,652,751
--------------- ------------ ------------ -------------
Net unrealized appreciation
(depreciation) on investments
End of year.................... $ 286,002 $287,338,195 $ 32,482,750 $ 452,834,707
Beginning of year.............. -- 165,968,995 11,851,082 285,383,733
--------------- ------------ ------------ -------------
Change in unrealized
appreciation
(depreciation).............. $ 286,002 $121,369,200 $ 20,631,668 $ 167,450,974
--------------- ------------ ------------ -------------
Realized and unrealized gains
(losses)...................... $ 502,412 $188,071,695 $ 25,802,155 $ 201,103,725
--------------- ------------ ------------ -------------
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS................... $ 420,141 $316,286,939 $ 29,439,646 $ 275,551,309
--------------- ------------ ------------ -------------
--------------- ------------ ------------ -------------
<CAPTION>
EGS EIS FCE
Sub-Account Sub-Account* Sub-Account
------------- ------------ ------------
<S> <C> <C> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received.......... $ 18,895,299 $-- $ 747,426
Mortality and expense risk
charges......................... (6,840,338) (28,468) (249,740)
Distribution expense charges..... -- -- --
Administrative expense charges... (820,840) (3,416) (29,969)
------------- ------------ ------------
Net investment income (loss)... $ 11,234,121 $(31,884) $ 467,717
------------- ------------ ------------
REALIZED AND UNREALIZED GAINS
(LOSSES):
Realized gains (losses) on
investment transactions
Proceeds from sales............ $ 67,761,609 3,$017,698 $ 16,258,903
Cost of investments sold....... (45,241,707) (3,135,184) (20,682,560)
------------- ------------ ------------
Net realized gains
(losses).................... $ 22,519,902 ($117,486) $ (4,423,657)
------------- ------------ ------------
Net unrealized appreciation
(depreciation) on investments
End of year.................... $ 194,893,156 $595,356 $ (5,357,496)
Beginning of year.............. 69,992,703 -- (1,673,420)
------------- ------------ ------------
Change in unrealized
appreciation
(depreciation).............. $ 124,900,453 $595,356 $ (3,684,076)
------------- ------------ ------------
Realized and unrealized gains
(losses)...................... $ 147,420,355 $477,870 $ (8,107,733)
------------- ------------ ------------
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS................... $ 158,654,476 $445,986 $ (7,640,016)
------------- ------------ ------------
------------- ------------ ------------
</TABLE>
*For the period May 6, 1998 (commencement of operations of Sub-Account) through
December 31, 1998.
See notes to financial statements
<PAGE>
-15-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENT OF OPERATIONS -- Year Ended December 31, 1998 -- continued
<TABLE>
<CAPTION>
FCI FCG GSS HYS MSS MIS
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account*
----------- -------------- ----------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received............... $ 317,696 1$,908,465 $20,116,757 $ 17,576,410 $ 49,435,052 $ --
Mortality and expense risk charges.... (374,634) (770,139) (4,519,127) (3,406,720) (3,954,559) (248,138)
Distribution expense charges.......... -- -- (23,267) (11,390) (25,353) --
Administrative expense charges........ (44,956) (92,417) (519,028) (397,417) (449,194) (29,777)
----------- -------------- ----------- ------------ ------------ --------------
Net investment income (loss)...... $ (101,894) 1$,045,909 $15,055,335 $ 13,760,883 $ 45,005,946 $(277,915)
----------- -------------- ----------- ------------ ------------ --------------
REALIZED AND UNREALIZED GAINS (LOSSES):
Realized gains (losses) on investment
transactions
Proceeds from sales................. $6,476,662 39$,966,952 $141,956,429 $127,769,004 $ 83,847,621 5$,759,463
Cost of investments sold............ (6,610,768) (34,355,430) (134,011,602) (123,024,988) (72,366,519) (5,468,843)
----------- -------------- ----------- ------------ ------------ --------------
Net realized gains (losses)....... $ (134,106) 5$,611,522 $ 7,944,827 $ 4,744,016 $ 11,481,102 $290,620
----------- -------------- ----------- ------------ ------------ --------------
Net unrealized appreciation
(depreciation) on investments
End of year......................... $ (519,445) 6$,495,614 $14,106,863 $ (7,980,287) $ 16,729,347 11$,412,175
Beginning of year................... (418,012) 2,425,793 11,293,081 12,659,920 40,525,807 --
----------- -------------- ----------- ------------ ------------ --------------
Change in unrealized appreciation
(depreciation)................... $ (101,433) 4$,069,821 $ 2,813,782 $(20,640,207) $(23,796,460) 11$,412,175
----------- -------------- ----------- ------------ ------------ --------------
Realized and unrealized gains
(losses)........................... $ (235,539) 9$,681,343 $10,758,609 $(15,896,191) $(12,315,358) 11$,702,795
----------- -------------- ----------- ------------ ------------ --------------
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS............................. $ (337,433) 10$,727,252 $25,813,944 $ (2,135,308) $ 32,690,588 11$,424,880
----------- -------------- ----------- ------------ ------------ --------------
----------- -------------- ----------- ------------ ------------ --------------
<CAPTION>
MMS
Sub-Account
------------
<S> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received............... $ 17,312,637
Mortality and expense risk charges.... (4,328,735)
Distribution expense charges.......... (17,272)
Administrative expense charges........ (502,176)
------------
Net investment income (loss)...... $ 12,464,454
------------
REALIZED AND UNREALIZED GAINS (LOSSES):
Realized gains (losses) on investment
transactions
Proceeds from sales................. $648,695,089
Cost of investments sold............ (648,695,089)
------------
Net realized gains (losses)....... $ --
------------
Net unrealized appreciation
(depreciation) on investments
End of year......................... $ --
Beginning of year................... --
------------
Change in unrealized appreciation
(depreciation)................... $ --
------------
Realized and unrealized gains
(losses)........................... $ --
------------
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS............................. $ 12,464,454
------------
------------
</TABLE>
*For the period May 6, 1998 (commencement of operations of Sub-Account) through
December 31, 1998.
See notes to financial statements
<PAGE>
-16-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENT OF OPERATIONS -- Year Ended December 31, 1998 -- continued
<TABLE>
<CAPTION>
NWD RES RGS RSS SIS
Sub-Account* Sub-Account Sub-Account Sub-Account* Sub-Account*
------------ ------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received.......... $-- $ 34,036,093 $76,267 $-- $--
Mortality and expense risk
charges......................... (49,668) (9,949,193) (243,948) (13,748) (33,096)
Distribution expense charges..... -- -- -- -- --
Administrative expense charges... (5,960) (1,193,903) (29,274) (1,650) (3,971)
------------ ------------- ------------ ----------- ------------
Net investment income
(loss)...................... $(55,628) $ 22,892,997 ($196,955) ($15,398) $(37,067)
------------ ------------- ------------ ----------- ------------
REALIZED AND UNREALIZED GAINS
(LOSSES):
Realized gains(losses) on
investment transactions
Proceeds from sales............ 1,$614,329 $ 55,466,811 6,$084,512 5$50,369 3,$456,275
Cost of investments sold....... (1,692,255) (33,492,897) (5,571,502) (645,339) (3,545,101)
------------ ------------- ------------ ----------- ------------
Net realized gains (losses).... $(77,926) $ 21,973,914 $513,010 ($94,970) $(88,826)
------------ ------------- ------------ ----------- ------------
Net unrealized appreciation on
investments
End of year.................... 1,$504,013 $ 222,195,462 3,$487,391 1$26,682 $217,175
Beginning of year.............. -- 111,290,775 263,416 -- --
------------ ------------- ------------ ----------- ------------
Change in unrealized
appreciation................ 1,$504,013 $ 110,904,687 3,$223,975 1$26,682 $217,175
------------ ------------- ------------ ----------- ------------
Realized and unrealized
gains......................... 1,$426,087 $ 132,878,601 3,$736,985 $31,712 $128,349
------------ ------------- ------------ ----------- ------------
INCREASE IN NET ASSETS FROM
OPERATIONS........................ 1,$370,459 $ 155,771,598 3,$540,030 $16,314 $91,282
------------ ------------- ------------ ----------- ------------
------------ ------------- ------------ ----------- ------------
<CAPTION>
TRS UTS
Sub-Account Sub-Account
------------- --------------
<S> <C> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received.......... $ 187,021,256 $ 17,526,264
Mortality and expense risk
charges......................... (21,072,561) (1,979,657)
Distribution expense charges..... (122,533) --
Administrative expense charges... (2,406,174) (237,559)
------------- --------------
Net investment income
(loss)...................... $ 163,419,988 $ 15,309,048
------------- --------------
REALIZED AND UNREALIZED GAINS
(LOSSES):
Realized gains(losses) on
investment transactions
Proceeds from sales............ $ 285,917,310 $ 9,858,290
Cost of investments sold....... (234,220,673) (6,719,351)
------------- --------------
Net realized gains (losses).... $ 51,696,637 $ 3,138,939
------------- --------------
Net unrealized appreciation on
investments
End of year.................... $ 247,870,707 $ 34,293,510
Beginning of year.............. 297,846,753 28,380,652
------------- --------------
Change in unrealized
appreciation................ $ (49,976,046) $ 5,912,858
------------- --------------
Realized and unrealized
gains......................... $ 1,720,591 $ 9,051,797
------------- --------------
INCREASE IN NET ASSETS FROM
OPERATIONS........................ $ 165,140,579 $ 24,360,845
------------- --------------
------------- --------------
</TABLE>
*For the period May 6, 1998 (commencement of operations of Sub-Account) through
December 31, 1998.
See notes to financial statements
<PAGE>
-17-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENT OF OPERATIONS -- Year Ended December 31, 1998 -- continued
<TABLE>
<CAPTION>
WAA WGS WGR WTR
Sub-Account Sub-Account Sub-Account Sub-Account Total
------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received............... $ 9,239,610 $ 1,161,945 $ 18,963,375 $ 3,790,536 $ 643,259,131
Mortality and expense risk charges.... (1,568,686) (1,115,945) (3,101,995) (1,031,335) (99,626,853)
Distribution expense charges.......... -- (8,707) -- -- (293,204)
Administrative expense charges........ (188,242) (125,206) (372,239) (123,760) (11,662,018)
------------ ------------ ------------ ------------ -------------
Net investment income (loss)...... $ 7,482,682 $ (87,913) $ 15,489,141 $ 2,635,441 $ 531,677,056
------------ ------------ ------------ ------------ -------------
REALIZED AND UNREALIZED GAINS (LOSSES):
Realized gains (losses) on investment
transactions
Proceeds from sales................. $ 28,323,513 $ 36,276,075 $ 47,578,064 $ 15,451,732 $2,056,941,346
Cost of investments sold............ (24,630,654) (36,774,597) (35,986,240) (11,648,715) (1,807,632,507)
------------ ------------ ------------ ------------ -------------
Net realized gains (losses)....... $ 3,692,859 $ (498,522) $ 11,591,824 $ 3,803,017 $ 249,308,839
------------ ------------ ------------ ------------ -------------
Net unrealized appreciation
(depreciation) on investments
End of year......................... $ 3,446,679 $ 6,569,807 $ 33,369,072 $ 14,614,468 $1,571,011,903
Beginning of year................... 9,486,253 (5,701,264) 31,911,034 8,223,467 1,079,710,768
------------ ------------ ------------ ------------ -------------
Change in unrealized appreciation
(depreciation)................... $ (6,039,574) $ 12,271,071 $ 1,458,038 $ 6,391,001 $ 491,301,135
------------ ------------ ------------ ------------ -------------
Realized and unrealized gains
(losses)........................... $ (2,346,715) $ 11,772,549 $ 13,049,862 $ 10,194,018 $ 740,609,974
------------ ------------ ------------ ------------ -------------
INCREASE IN NET ASSETS FROM
OPERATIONS............................. $ 5,135,967 $ 11,684,636 $ 28,539,003 $ 12,829,459 $1,272,287,030
------------ ------------ ------------ ------------ -------------
------------ ------------ ------------ ------------ -------------
</TABLE>
See notes to financial statements
<PAGE>
-18-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
BDS CAS COS
Sub-Account Sub-Account Sub-Account
------------ -------------------------------- ---------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1998* 1998 1997 1998 1997
------------ --------------- --------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss)..... $ (82,271) $ 128,215,244 $ 74,369,495 $ 3,637,491 $ (375,236)
Net realized gains............... 216,410 66,702,495 86,668,781 5,170,487 337,679
Net unrealized gains............. 286,002 121,369,200 32,342,322 20,631,668 11,106,441
------------ --------------- --------------- ------------- ------------
Increase in net assets from
operations.................. $ 420,141 $ 316,286,939 $ 193,380,598 $ 29,439,646 $ 11,068,884
------------ --------------- --------------- ------------- ------------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments received..... $ 9,875,456 $ 107,933,141 $ 191,209,464 $ 38,230,487 $ 29,587,412
Net transfers between
Sub-Accounts and Fixed
Account....................... 9,534,568 47,848,492 28,967,751 40,051,430 31,786,583
Withdrawals, surrenders,
annuitizations and contract
charges....................... (395,676) (114,794,853) (177,738,789) (7,541,790) (2,199,052)
------------ --------------- --------------- ------------- ------------
Net accumulation activity.... $ 19,014,348 $ 40,986,780 $ 42,438,426 $ 70,740,127 $ 59,174,943
------------ --------------- --------------- ------------- ------------
Annuitization Activity:
Annuitizations................. $ 164,170 $ 1,220,067 $ 1,367,156 $ 142,386 $ 136,454
Annuity payments and contract
charges....................... (3,903) (1,025,009) (736,487) (46,545) (15,580)
Net Transfers between
Sub-Accounts.................. -- (41,318) 40,842 25,440 --
Adjustments to annuity
reserves...................... (12,668) (88,123) (64,938) (10,400) (4,256)
------------ --------------- --------------- ------------- ------------
Net annuitization activity..... $ 147,599 $ 65,617 $ 606,573 $ 110,881 $ 116,618
------------ --------------- --------------- ------------- ------------
Increase in net assets from
contract owner transactions..... $ 19,161,947 $ 41,052,397 $ 43,044,999 $ 70,851,008 $ 59,291,561
------------ --------------- --------------- ------------- ------------
Increase in net assets......... $ 19,582,088 $ 357,339,336 $ 236,425,597 $ 100,290,654 $ 70,360,445
------------ --------------- --------------- ------------- ------------
NET ASSETS:
Beginning of year................ -- 1,137,110,414 900,684,817 87,069,332 16,708,887
------------ --------------- --------------- ------------- ------------
End of year...................... $ 19,582,088 $ 1,494,449,750 $ 1,137,110,414 $ 187,359,986 $ 87,069,332
------------ --------------- --------------- ------------- ------------
------------ --------------- --------------- ------------- ------------
<CAPTION>
CGS
Sub-Account
--------------------------------
Year Ended Year Ended
Dec. 31, Dec. 31,
1998 1997
--------------- ---------------
<S> <C> <C>
OPERATIONS:
Net investment income (loss)..... $ 74,447,584 $ 24,679,106
Net realized gains............... 33,652,751 9,412,903
Net unrealized gains............. 167,450,974 162,512,568
--------------- ---------------
Increase in net assets from
operations.................. $ 275,551,309 $ 196,604,577
--------------- ---------------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments received..... $ 265,107,890 $ 211,472,643
Net transfers between
Sub-Accounts and Fixed
Account....................... 206,082,223 176,163,947
Withdrawals, surrenders,
annuitizations and contract
charges....................... (88,307,981) (42,133,444)
--------------- ---------------
Net accumulation activity.... $ 382,882,132 $ 345,503,146
--------------- ---------------
Annuitization Activity:
Annuitizations................. $ 2,012,633 $ 947,612
Annuity payments and contract
charges....................... (713,563) (271,967)
Net Transfers between
Sub-Accounts.................. (116,539) 354,557
Adjustments to annuity
reserves...................... 265,082 52,749
--------------- ---------------
Net annuitization activity..... $ 1,447,613 $ 1,082,951
--------------- ---------------
Increase in net assets from
contract owner transactions..... $ 384,329,745 $ 346,586,097
--------------- ---------------
Increase in net assets......... $ 659,881,054 $ 543,190,674
--------------- ---------------
NET ASSETS:
Beginning of year................ 1,067,010,686 523,820,012
--------------- ---------------
End of year...................... $ 1,726,891,740 $ 1,067,010,686
--------------- ---------------
--------------- ---------------
</TABLE>
*For the period May 6, 1998 (commencement of operations of Sub-Account) through
December 31, 1998.
See notes to financial statements
<PAGE>
-19-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
EGS EIS FCE
Sub-Account Sub-Account Sub-Account
---------------------------- ------------ --------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1998 1997 1998* 1998 1997
------------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss)..... $ 11,234,121 $ (3,455,859) $ (31,884) $ 467,717 $ (230,489)
Net realized gains (losses)...... 22,519,902 8,307,222 (117,486) (4,423,657) 974,141
Net unrealized gains (losses).... 124,900,453 53,637,553 595,356 (3,684,076) (1,720,809)
------------- ------------- ------------ ------------ ------------
Increase (decrease) in net
assets from operations...... $ 158,654,476 $ 58,488,916 $ 445,986 $ (7,640,016) $ (977,157)
------------- ------------- ------------ ------------ ------------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments received..... $ 90,838,283 $ 95,095,489 $ 4,758,335 $ 2,734,886 $ 9,918,873
Net transfers between
Sub-Accounts and Fixed
Account....................... 40,488,353 57,336,795 3,493,264 (1,032,098) 12,522,767
Withdrawals, surrenders,
annuitizations and contract
charges....................... (30,769,813) (16,909,470) (205,828) (897,534) (953,005)
------------- ------------- ------------ ------------ ------------
Net accumulation activity.... $ 100,556,823 $ 135,522,814 $ 8,045,771 $ 805,254 $ 21,488,635
------------- ------------- ------------ ------------ ------------
Annuitization Activity:
Annuitizations................. $ 453,478 $ 158,875 $ -- $ 3,586 $ 39,195
Annuity payments and contract
charges....................... (113,219) (58,246) -- (7,084) (5,864)
Net transfers between
Sub-Accounts.................. (5,495) 21,015 -- -- --
Adjustments to annuity
reserves...................... 128,245 7,823 -- 218 (1,465)
------------- ------------- ------------ ------------ ------------
Net annuitization activity... $ 463,009 $ 129,467 $ -- $ (3,280) $ 31,866
------------- ------------- ------------ ------------ ------------
Increase in net assets from
contract owner transactions..... $ 101,019,832 $ 135,652,281 $ 8,045,771 $ 801,974 $ 21,520,501
------------- ------------- ------------ ------------ ------------
Increase (decrease) in net
assets........................ $ 259,674,308 $ 194,141,197 $ 8,491,757 $ (6,838,042) $ 20,543,344
------------- ------------- ------------ ------------ ------------
NET ASSETS:
Beginning of year................ 441,273,185 247,131,988 -- 23,814,780 3,271,436
------------- ------------- ------------ ------------ ------------
End of year...................... $ 700,947,493 $ 441,273,185 $ 8,491,757 $ 16,976,738 $ 23,814,780
------------- ------------- ------------ ------------ ------------
------------- ------------- ------------ ------------ ------------
<CAPTION>
FCI
Sub-Account
--------------------------
Year Ended Year Ended
Dec. 31, Dec. 31,
1998 1997
------------ ------------
<S> <C> <C>
OPERATIONS:
Net investment income (loss)..... $ (101,894) $ (193,476)
Net realized gains (losses)...... (134,106) (156,246)
Net unrealized gains (losses).... (101,433) (353,885)
------------ ------------
Increase (decrease) in net
assets from operations...... $ (337,433) $ (703,607)
------------ ------------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments received..... $ 8,231,578 $ 10,356,882
Net transfers between
Sub-Accounts and Fixed
Account....................... 5,579,377 8,764,120
Withdrawals, surrenders,
annuitizations and contract
charges....................... (1,479,723) (683,649)
------------ ------------
Net accumulation activity.... $ 12,331,232 $ 18,437,353
------------ ------------
Annuitization Activity:
Annuitizations................. $ 1,716 $ 55,177
Annuity payments and contract
charges....................... (5,621) (2,405)
Net transfers between
Sub-Accounts.................. -- --
Adjustments to annuity
reserves...................... 2,415 (416)
------------ ------------
Net annuitization activity... $ (1,490) $ 52,356
------------ ------------
Increase in net assets from
contract owner transactions..... $ 12,329,742 $ 18,489,709
------------ ------------
Increase (decrease) in net
assets........................ $ 11,992,309 $ 17,786,102
------------ ------------
NET ASSETS:
Beginning of year................ 23,314,389 5,528,287
------------ ------------
End of year...................... $ 35,306,698 $ 23,314,389
------------ ------------
------------ ------------
</TABLE>
*For the period May 6, 1998 (commencement of operations of Sub-Account) through
December 31, 1998.
See notes to financial statements
<PAGE>
-20-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
FCG GSS
Sub-Account Sub-Account
-------------------------- ----------------------------
Year Ended Year Ended Year Ended Year Ended
Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1998 1998 1997 1998
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss)..... $ 1,045,909 $ (87,178) $ 15,055,335 $ 16,257,472
Net realized gains (losses)...... 5,611,522 575,848 7,944,827 (320,218)
Net unrealized gains (losses).... 4,069,821 1,624,106 2,813,782 5,893,925
------------ ------------ ------------- -------------
Increase (decrease) in net
assets from operations...... $ 10,727,252 $ 2,112,776 $ 25,813,944 $ 21,831,179
------------ ------------ ------------- -------------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments received..... $ 7,721,923 $ 8,465,356 $ 33,941,912 $ 45,924,248
Net transfers between
Sub-Accounts and Fixed
Account....................... 8,246,837 5,802,185 49,410,266 9,720,766
Withdrawals, surrenders,
annuitizations and contract
charges....................... (4,121,150) (2,204,864) (40,854,521) (58,612,247)
------------ ------------ ------------- -------------
Net accumulation activity.... $ 11,847,610 $ 12,062,677 $ 42,497,657 $ (2,967,233)
------------ ------------ ------------- -------------
Annuitization Activity:
Annuitizations................. $ 34,551 $ 45,941 $ 1,080,791 $ 142,666
Annuity payments and contract
charges....................... (28,601) (6,247) (563,274) (181,979)
Net transfers between
Sub-Accounts.................. (17,030) -- (10,317) (55,523)
Adjustments to annuity
reserves...................... (10,148) 62 17,162 111,855
------------ ------------ ------------- -------------
Net annuitization activity... $ (21,228) $ 39,756 $ 524,362 $ 17,019
------------ ------------ ------------- -------------
Increase (decrease) in net assets
from contract owner
transactions.................... $ 11,826,382 $ 12,102,433 $ 43,022,019 $ (2,950,214)
------------ ------------ ------------- -------------
Increase in net assets......... $ 22,553,634 $ 14,215,209 $ 68,835,963 $ 18,880,965
------------ ------------ ------------- -------------
NET ASSETS:
Beginning of year................ 49,346,218 35,131,009 331,304,242 312,423,277
------------ ------------ ------------- -------------
End of year...................... $ 71,899,852 $ 49,346,218 $ 400,140,205 $ 331,304,242
------------ ------------ ------------- -------------
------------ ------------ ------------- -------------
<CAPTION>
HYS
Sub-Account
----------------------------
Year Ended Year Ended
Dec. 31, Dec. 31,
1998 1997
------------- -------------
<S> <C> <C>
OPERATIONS:
Net investment income (loss)..... $ 13,760,883 $ 9,894,976
Net realized gains (losses)...... 4,744,016 6,191,967
Net unrealized gains (losses).... (20,640,207) 5,472,328
------------- -------------
Increase (decrease) in net
assets from operations...... $ (2,135,308) $ 21,559,271
------------- -------------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments received..... $ 54,795,963 $ 56,445,474
Net transfers between
Sub-Accounts and Fixed
Account....................... 20,587,340 35,346,824
Withdrawals, surrenders,
annuitizations and contract
charges....................... (24,841,987) (37,189,764)
------------- -------------
Net accumulation activity.... $ 50,541,316 $ 54,602,534
------------- -------------
Annuitization Activity:
Annuitizations................. $ 514,021 $ 403,156
Annuity payments and contract
charges....................... (301,855) (164,426)
Net transfers between
Sub-Accounts.................. -- --
Adjustments to annuity
reserves...................... 44,449 2,369
------------- -------------
Net annuitization activity... $ 256,615 $ 241,099
------------- -------------
Increase (decrease) in net assets
from contract owner
transactions.................... $ 50,797,931 $ 54,843,633
------------- -------------
Increase in net assets......... $ 48,662,623 $ 76,402,904
------------- -------------
NET ASSETS:
Beginning of year................ 237,675,412 161,272,508
------------- -------------
End of year...................... $ 286,338,035 $ 237,675,412
------------- -------------
------------- -------------
</TABLE>
See notes to financial statements
<PAGE>
-21-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
MSS MIS
Sub-Account Sub-Account
---------------------------- ------------
Year Ended Year Ended Year Ended
Dec. 31, Dec. 31, Dec. 31,
1998 1997 1998*
------------- ------------- ------------
<S> <C> <C> <C>
OPERATIONS:
Net investment income (loss)..... $ 45,005,946 $ 25,345,850 $ (277,915)
Net realized gains (losses)...... 11,481,102 19,553,090 290,620
Net unrealized gains (losses).... (23,796,460) 11,613,272 11,412,175
------------- ------------- ------------
Increase in net assets from
operations.................. $ 32,690,588 $ 56,512,212 $ 11,424,880
------------- ------------- ------------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments received..... $ 22,720,393 $ 56,177,555 $ 42,898,409
Net transfers between
Sub-Accounts and Fixed
Account....................... (5,210,223) 12,554,894 27,944,745
Withdrawals, surrenders,
annuitizations and contract
charges....................... (28,997,564) (57,321,938) (1,223,987)
------------- ------------- ------------
Net accumulation activity.... $ (11,487,394) $ 11,410,511 $ 69,619,167
------------- ------------- ------------
Annuitization Activity:
Annuitizations................. $ 360,666 $ 558,077 $ 158,201
Annuity payments and contract
charges....................... (278,169) (166,248) (10,253)
Net transfers between
Sub-Accounts.................. (6,870) -- --
Adjustments to annuity
reserves...................... (3,336) (43,539) (1,090)
------------- ------------- ------------
Net annuitization activity... $ 72,291 $ 348,290 $ 146,858
------------- ------------- ------------
Increase (decrease) in net assets
from contract owner
transactions.................... $ (11,415,103) $ 11,758,801 $ 69,766,025
------------- ------------- ------------
Increase (decrease) in net
assets........................ $ 21,275,485 $ 68,271,013 $ 81,190,905
------------- ------------- ------------
NET ASSETS:
Beginning of year................ 312,825,526 244,554,513 --
------------- ------------- ------------
End of year...................... $ 334,101,011 $ 312,825,526 $ 81,190,905
------------- ------------- ------------
------------- ------------- ------------
<CAPTION>
MMS NWD
Sub-Account Sub-Account
---------------------------- ------------
Year Ended Year Ended Year Ended
Dec. 31, Dec. 31, Dec. 31,
1998 1997 1998*
------------- ------------- ------------
<S> <C> <C> <C>
OPERATIONS:
Net investment income (loss)..... $ 12,464,454 $ 12,238,449 $ (55,628)
Net realized gains (losses)...... -- -- (77,926)
Net unrealized gains (losses).... -- -- 1,504,013
------------- ------------- ------------
Increase in net assets from
operations.................. $ 12,464,454 $ 12,238,449 $ 1,370,459
------------- ------------- ------------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments received..... $ 84,539,955 $ 151,523,026 $ 5,928,260
Net transfers between
Sub-Accounts and Fixed
Account....................... 205,348,459 (1,240,893) 6,269,724
Withdrawals, surrenders,
annuitizations and contract
charges....................... (180,586,976) (229,658,956) (345,722)
------------- ------------- ------------
Net accumulation activity.... $ 109,301,438 $ (79,376,823) $ 11,852,262
------------- ------------- ------------
Annuitization Activity:
Annuitizations................. $ 1,223,366 $ 79,534 $ 59,889
Annuity payments and contract
charges....................... (267,886) (200,563) (3,118)
Net transfers between
Sub-Accounts.................. (4,847) (312,207) --
Adjustments to annuity
reserves...................... (38,667) (31,750) (2,368)
------------- ------------- ------------
Net annuitization activity... $ 911,966 $ (464,986) $ 54,403
------------- ------------- ------------
Increase (decrease) in net assets
from contract owner
transactions.................... $ 110,213,404 $ (79,841,809) $ 11,906,665
------------- ------------- ------------
Increase (decrease) in net
assets........................ $ 122,677,858 $ (67,603,360) $ 13,277,124
------------- ------------- ------------
NET ASSETS:
Beginning of year................ 294,227,489 361,830,849 --
------------- ------------- ------------
End of year...................... $ 416,905,347 $ 294,227,489 $ 13,277,124
------------- ------------- ------------
------------- ------------- ------------
</TABLE>
*For the period May 6, 1998 (commencement of operations of Sub-Account) through
December 31, 1998.
See notes to financial statements
<PAGE>
-22-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
RES RGS
Sub-Account Sub-Account
---------------------------- -------------------------
Year Ended Year Ended Year Ended Year Ended
Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1998 1997 1998 1997**
------------- ------------- ------------ -----------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss).................... $ 22,892,997 $ 5,840,008 $ (196,955) $ (21,782)
Net realized gains (losses)..................... 21,973,914 5,057,991 513,010 8,741
Net unrealized gains............................ 110,904,687 68,490,719 3,223,975 263,416
------------- ------------- ------------ -----------
Increase in net assets from operations...... $ 155,771,598 $ 79,388,718 $ 3,540,030 $ 250,375
------------- ------------- ------------ -----------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments received.................... $ 103,921,694 $ 153,316,348 $ 13,378,132 $ 2,950,897
Net transfers between Sub-Accounts and Fixed
Account...................................... 82,986,033 119,233,197 14,755,314 2,726,224
Withdrawals, surrenders, annuitizations and
contract charges............................. (44,188,615) (24,008,616) (1,413,449) (29,969)
------------- ------------- ------------ -----------
Net accumulation activity................... $ 142,719,112 $ 248,540,929 $ 26,719,997 $ 5,647,152
------------- ------------- ------------ -----------
Annuitization Activity:
Annuitizations................................ $ 452,588 $ 415,748 $ 73,112 $ --
Annuity payments and contract charges......... (211,454) (139,282) (12,398) --
Net transfers between Sub-Accounts............ 34,374 12,992 58,620 --
Adjustments to annuity reserves............... (35,852) (40,528) (2,709) --
------------- ------------- ------------ -----------
Net annuitization activity.................. $ 239,656 $ 248,930 $ 116,625 $ --
------------- ------------- ------------ -----------
Increase in net assets from contract owner
transactions................................... $ 142,958,768 $ 248,789,859 $ 26,836,622 $ 5,647,152
------------- ------------- ------------ -----------
Increase in net assets........................ $ 298,730,366 $ 328,178,577 $ 30,376,652 $ 5,897,527
------------- ------------- ------------ -----------
NET ASSETS:
Beginning of year............................... 649,281,186 321,102,609 5,897,527 --
------------- ------------- ------------ -----------
End of year..................................... $ 948,011,552 $ 649,281,186 $ 36,274,179 $ 5,897,527
------------- ------------- ------------ -----------
------------- ------------- ------------ -----------
<CAPTION>
RSS SIS
Sub-Account Sub-Account
------------ -----------
Year Ended Year Ended
Dec. 31, Dec. 31,
1998* 1998*
------------ -----------
<S> <C> <C>
OPERATIONS:
Net investment income (loss).................... $ (15,398) $ (37,067)
Net realized gains (losses)..................... (94,970) (88,826)
Net unrealized gains............................ 126,682 217,175
------------ -----------
Increase in net assets from operations...... $ 16,314 $ 91,282
------------ -----------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments received.................... $2,275,775 $3,255,808
Net transfers between Sub-Accounts and Fixed
Account...................................... 1,268,571 4,501,699
Withdrawals, surrenders, annuitizations and
contract charges............................. (41,350) (67,691)
------------ -----------
Net accumulation activity................... $3,502,996 $7,689,816
------------ -----------
Annuitization Activity:
Annuitizations................................ $ -- $ --
Annuity payments and contract charges......... -- --
Net transfers between Sub-Accounts............ -- --
Adjustments to annuity reserves............... -- --
------------ -----------
Net annuitization activity.................. $ -- $ --
------------ -----------
Increase in net assets from contract owner
transactions................................... $3,502,996 $7,689,816
------------ -----------
Increase in net assets........................ $3,519,310 $7,781,098
------------ -----------
NET ASSETS:
Beginning of year............................... -- --
------------ -----------
End of year..................................... $3,519,310 $7,781,098
------------ -----------
------------ -----------
</TABLE>
* For the period May 6, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
** For the period July 7, 1997 (commencement of operations of Sub-Account)
through December 31, 1997.
See notes to financial statements
<PAGE>
-23-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
TRS UTS
Sub-Account Sub-Account
-------------------------------- ----------------------------
Year Ended Year Ended Year Ended Year Ended
Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1998 1997 1998 1997
--------------- --------------- ------------- -------------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income........................... $ 163,419,988 $ 116,769,728 $ 15,309,048 $ 7,729,340
Net realized gains.............................. 51,696,637 66,640,057 3,138,939 2,083,741
Net unrealized gains (losses)................... (49,976,046) 74,650,982 5,912,858 14,781,219
--------------- --------------- ------------- -------------
Increase in net assets from operations...... $ 165,140,579 $ 258,060,767 $ 24,360,845 $ 24,594,300
--------------- --------------- ------------- -------------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments received.................... $ 144,694,740 $ 260,379,742 $ 39,799,198 $ 16,090,619
Net transfers between Sub-Accounts and Fixed
Account...................................... 99,107,901 90,568,461 40,165,423 13,552,388
Withdrawals, surrenders, annuitizations and
contract charges............................. (174,048,588) (276,158,725) (10,679,491) (5,005,318)
--------------- --------------- ------------- -------------
Net accumulation activity................... $ 69,754,053 $ 74,789,478 $ 69,285,130 $ 24,637,689
--------------- --------------- ------------- -------------
Annuitization Activity:
Annuitizations................................ $ 2,556,048 $ 1,271,371 $ 357,771 $ 165,628
Annuity payments and contract charges......... (1,415,164) (935,550) (266,331) (60,528)
Net transfers between Sub-Accounts............ 104,077 87,811 93,575 28,886
Adjustments to annuity reserves............... 157,679 (136,590) 117,915 2,804
--------------- --------------- ------------- -------------
Net annuitization activity.................. $ 1,402,640 $ 287,042 $ 302,930 $ 136,790
--------------- --------------- ------------- -------------
Increase (decrease) in net assets from contract
owner transactions............................. $ 71,156,693 $ 75,076,520 $ 69,588,060 $ 24,774,479
--------------- --------------- ------------- -------------
Increase in net assets........................ $ 236,297,272 $ 333,137,287 $ 93,948,905 $ 49,368,779
--------------- --------------- ------------- -------------
NET ASSETS:
Beginning of year............................... 1,579,783,984 1,246,646,697 117,306,075 67,937,296
--------------- --------------- ------------- -------------
End of year..................................... $ 1,816,081,256 $ 1,579,783,984 $ 211,254,980 $ 117,306,075
--------------- --------------- ------------- -------------
--------------- --------------- ------------- -------------
<CAPTION>
WAA
Sub-Account
----------------------------
Year Ended Year Ended
Dec. 31, Dec. 31,
1998 1997
------------- -------------
<S> <C> <C>
OPERATIONS:
Net investment income........................... $ 7,482,682 $ 3,255,293
Net realized gains.............................. 3,692,859 2,612,317
Net unrealized gains (losses)................... (6,039,574) 2,483,575
------------- -------------
Increase in net assets from operations...... $ 5,135,967 $ 8,351,185
------------- -------------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments received.................... $ 8,860,816 $ 23,232,543
Net transfers between Sub-Accounts and Fixed
Account...................................... (4,974,353) 17,783,698
Withdrawals, surrenders, annuitizations and
contract charges............................. (6,184,345) (5,742,891)
------------- -------------
Net accumulation activity................... $ (2,297,882) $ 35,273,350
------------- -------------
Annuitization Activity:
Annuitizations................................ $ 196,381 $ 167,170
Annuity payments and contract charges......... (88,583) (51,214)
Net transfers between Sub-Accounts............ 1,087 79,307
Adjustments to annuity reserves............... (39,140) 487
------------- -------------
Net annuitization activity.................. $ 69,745 $ 195,750
------------- -------------
Increase (decrease) in net assets from contract
owner transactions............................. $ (2,228,137) $ 35,469,100
------------- -------------
Increase in net assets........................ $ 2,907,830 $ 43,820,285
------------- -------------
NET ASSETS:
Beginning of year............................... 120,437,782 76,617,497
------------- -------------
End of year..................................... $ 123,345,612 $ 120,437,782
------------- -------------
------------- -------------
</TABLE>
See notes to financial statements
<PAGE>
-24-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
WGS WGR WTR
Sub-Account Sub-Account Sub-Account
---------------------------- ---------------------------- --------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended
Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1998 1997 1998 1997 1998 1997
------------- ------------- ------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss).......... $ (87,913) $ 2,978,724 $ 15,489,141 $ 1,724,285 $ 2,635,441 $ 518,499
Net realized gains (losses)........... (498,522) (5,597,019) 11,591,824 8,571,645 3,803,017 1,518,827
Net unrealized gains (losses)......... 12,271,071 (269,307) 1,458,038 16,669,581 6,391,001 4,352,747
------------- ------------- ------------- ------------- ------------ ------------
Increase (decrease) in net assets
from operations.................. $ 11,684,636 $ (2,887,602) $ 28,539,003 $ 26,965,511 $ 12,829,459 $ 6,390,073
------------- ------------- ------------- ------------- ------------ ------------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments received.......... $ 3,786,224 $ 11,552,959 $ 15,688,080 $ 26,811,741 $ 8,845,349 $ 15,459,554
Net transfers between Sub-Accounts
and Fixed Account.................. (12,675,687) (19,473,409) (6,628,067) 3,906,046 8,428,546 13,106,711
Withdrawals, surrenders,
annuitizations and contract
charges............................ (11,908,423) (17,997,612) (14,148,887) (13,503,627) (4,603,063) (2,840,427)
------------- ------------- ------------- ------------- ------------ ------------
Net accumulation activity......... $ (20,797,886) $ (25,918,062) $ (5,088,874) $ 17,214,160 $ 12,670,832 $ 25,725,838
------------- ------------- ------------- ------------- ------------ ------------
Annuitization Activity:
Annuitizations...................... $ 158,700 $ 101,934 $ 107,920 $ 112,909 $ 134,223 $ 215,870
Annuity payments and contract
charges............................ (130,085) (132,080) (104,706) (92,720) (61,120) (28,925)
Net transfers between
Sub-Accounts....................... -- (8,188) (114,522) (249,492) -- --
Adjustments to annuity reserves..... 3,766 (5,055) (5,286) (31,480) 16,790 (3,240)
------------- ------------- ------------- ------------- ------------ ------------
Net annuitization activity........ $ 32,381 $ (43,389) $ (116,594) $ (260,783) $ 89,893 $ 183,705
------------- ------------- ------------- ------------- ------------ ------------
Increase (decrease) in net assets from
contract owner transactions.......... $ (20,765,505) $ (25,961,451) $ (5,205,468) $ 16,953,377 $ 12,760,725 $ 25,909,543
------------- ------------- ------------- ------------- ------------ ------------
Increase (decrease) in net assets... $ (9,080,869) $ (28,849,053) $ 23,333,535 $ 43,918,888 $ 25,590,184 $ 32,299,616
------------- ------------- ------------- ------------- ------------ ------------
NET ASSETS:
Beginning of year..................... 98,894,832 127,743,885 237,145,701 193,226,813 69,684,288 37,384,672
------------- ------------- ------------- ------------- ------------ ------------
End of year........................... $ 89,813,963 $ 98,894,832 $ 260,479,236 $ 237,145,701 $ 95,274,472 $ 69,684,288
------------- ------------- ------------- ------------- ------------ ------------
------------- ------------- ------------- ------------- ------------ ------------
</TABLE>
See notes to financial statements
<PAGE>
-25-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
Total
---------------------------------
Year Ended Year Ended
Dec. 31, Dec. 31,
1998 1997
--------------- ---------------
<S> <C> <C>
OPERATIONS:
Net investment income.................................................................. $ 531,677,056 $ 297,237,205
Net realized gains..................................................................... 249,308,839 212,441,467
Net unrealized gains................................................................... 491,301,135 463,550,753
--------------- ---------------
Increase in net assets from operations............................................. 1,272,287,030 $ 973,229,425
--------------- ---------------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments received........................................................... 1,124,762,687 $ 1,375,970,825
Net transfers between Sub-Accounts and Fixed Account................................. 891,578,137 619,129,055
Withdrawals, surrenders, annuitizations and contract charges......................... (792,649,007) (970,892,363)
--------------- ---------------
Net accumulation activity.......................................................... $ 1,223,691,817 $ 1,024,207,517
--------------- ---------------
Annuitization Activity:
Annuitizations....................................................................... 11,466,264 $ 6,384,473
Annuity payments and contract charges................................................ (5,657,941) (3,250,311)
Net transfers between Sub-Accounts................................................... 235 --
Adjustments to annuity reserves...................................................... 503,934 (185,108)
--------------- ---------------
Net annuitization activity......................................................... $ 6,312,492 $ 2,949,054
--------------- ---------------
Increase in net assets from contract owner transactions................................ $ 1,230,004,309 $ 1,027,156,571
--------------- ---------------
Increase in net assets............................................................... $ 2,502,291,339 $ 2,000,385,996
--------------- ---------------
NET ASSETS:
Beginning of year...................................................................... 6,883,403,048 4,883,017,052
--------------- ---------------
End of year............................................................................ $ 9,385,694,387 $ 6,883,403,048
--------------- ---------------
--------------- ---------------
</TABLE>
See notes to financial statements
<PAGE>
-26-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS
(1) ORGANIZATION
Sun Life of Canada (U.S.) Variable Account F (the "Variable Account"), a
separate account of Sun Life Assurance Company of Canada (U.S.), (the
"Sponsor"), was established on July 13, 1989 as a funding vehicle for the
variable portion of Regatta contracts, Regatta Gold contracts, Regatta Classic
contracts, Regatta Platinum contracts (collectively, the "Contracts") and
certain other fixed and variable annuity contracts issued by the Sponsor. The
Variable Account is registered with the Securities and Exchange Commission under
the Investment Company Act of 1940 as a unit investment trust.
The assets of the Variable Account are divided into Sub-Accounts. Each
Sub-Account attributable to the Contracts is invested in shares of a specific
corresponding series of MFS/Sun Life Series Trust (the "Series Trust"), an
open-end management investment company registered under the Investment Company
Act of 1940. Massachusetts Financial Services Company ("MFS"), an affiliate of
the Sponsor, is the investment adviser to the Series Trust.
(2) SIGNIFICANT ACCOUNTING POLICIES
GENERAL
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Sponsor's management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
INVESTMENT VALUATIONS
Investments in shares of the Series Trust are recorded at their net asset value.
Realized gains and losses on sales of shares of the Series Trust are determined
on the identified cost basis. Dividend income and capital gain distributions
received by the Sub-Accounts are reinvested in additional Series Trust shares
and are recognized on the ex-dividend date.
Exchanges between Sub-Accounts requested by participants under the Contracts are
recorded in the new Sub-Account upon receipt of the redemption proceeds.
FEDERAL INCOME TAX STATUS
The operations of the Variable Account are part of the operations of the Sponsor
and are not taxed separately. The Variable Account is not taxed as a regulated
investment company. The Sponsor qualifies for the federal income tax treatment
granted to life insurance companies under Subchapter L of the Internal Revenue
Code. Under existing federal income tax law, investment income and capital gains
earned by the Variable Account on contract owner reserves are not taxable and,
therefore, no provision has been made for federal income taxes.
<PAGE>
-27-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS -- continued
(3) CONTRACT CHARGES
A mortality and expense risk charge based on the value of the Variable Account
is deducted from the Variable Account at the end of each valuation period for
the mortality and expense risks assumed by the Sponsor. The deductions are
transferred periodically to the Sponsor. Currently, the deduction is at an
effective annual rate of 1.25% for Regatta, Regatta Gold and Regatta Platinum
contracts and 1.00% for Regatta Classic contracts.
Each year on the account anniversary, an account administration fee ("Account
Fee") equal to the lesser of $30 or 2% of the participant's account value in the
case of Regatta and Regatta Gold contracts, $35 in the case of Regatta Platinum
contracts and $50 in the case of Regatta Classic contracts is deducted from the
participant's account to reimburse the Sponsor for certain administrative
expenses. After the annuity commencement date, the Account Fee will be deducted
pro rata from each variable annuity payment made during the year.
The Sponsor does not deduct a sales charge from purchase payments. However, in
the case of Regatta, Regatta Gold and Regatta Platinum, a withdrawal charge
(contingent deferred sales charge) of up to 6% of certain amounts withdrawn,
when applicable, may be deducted to cover certain expenses relating to the sale
of the contracts and certificates. In the case of Regatta Classic, a withdrawal
charge of 1% is applied to purchase payments withdrawn which have been credited
to a participant's account for less than one year.
For assuming the risk that withdrawal charges may be insufficient to compensate
it for the costs of distributing the Regatta contracts, the Sponsor makes a
deduction from the Variable Account at the end of each valuation period for the
first seven account years at an effective annual rate of 0.15% of the net assets
attributable to such contracts. No deduction for the distribution expense charge
is made after the seventh account anniversary.
As reimbursement for administrative expenses attributable to Regatta Gold,
Regatta Classic and Regatta Platinum contracts, which exceed the revenues
received from the Account Fees described above derived from such contracts, the
Sponsor makes a deduction from the Variable Account at the end of each valuation
period at an effective annual rate of 0.15% of the net assets attributable to
such contracts.
(4) ANNUITY RESERVES
Annuity reserves are calculated using the 1983 Individual Annuitant Mortality
Table and an assumed interest rate of 4% or 3%, as stated in each participant's
contract or certificate, as applicable. Required adjustments to the reserves are
accomplished by transfers to or from the Sponsor.
<PAGE>
-28-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS -- continued
(5) UNIT ACTIVITY FROM PARTICIPANT TRANSACTIONS
<TABLE>
<CAPTION>
Units Transferred
Between Sub-Accounts
and
Units Outstanding Units Fixed Accumulation
Beginning of Year Purchased Account
--------------------- -------------- ----------------------
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1998 1997 1998 1997 1998 1997
--------- ---------- ----- ------- ---------- ----------
MFS REGATTA CONTRACTS:
------------------------------
<S> <C> <C> <C> <C> <C> <C>
CAS -- Level 1................ 2,993,020 6,316,305 -- 860 (2,286,027) (2,421,311)
CAS -- Level 2................ 5,390,680 58,968 -- 624,374 5,658,421 6,542,104
GSS -- Level 1................ 1,462,222 3,362,650 -- -- (932,035) (1,340,875)
GSS -- Level 2................ 1,514,633 55,891 -- 265,628 1,951,275 2,012,610
HYS -- Level 1................ 537,033 1,204,380 -- -- (384,324) (510,706)
HYS -- Level 2*............... 975,126 -- -- 64,893 742,028 1,416,411
MSS -- Level 1................ 941,686 2,202,213 -- 881 (678,909) (924,959)
MSS -- Level 2................ 2,022,757 14,270 -- 240,391 1,359,567 2,378,532
MMS -- Level 1................ 1,518,722 3,859,738 12,315 1,948 1,824,176 3,301,197
MMS -- Level 2................ 1,845,809 59,562 8,252 310,378 6,810,959 6,074,695
TRS -- Level 1................ 5,756,653 12,461,003 4,933 1,598 (4,180,220) (4,580,966)
TRS -- Level 2................ 7,838,741 32,548 2,056 815,196 8,389,482 10,202,663
WGS -- Level 1................ 700,338 1,460,289 -- -- (536,114) (584,950)
WGS -- Level 2................ 483,253 3,325 -- 34,073 702,569 686,256
<CAPTION>
Units Withdrawn,
Surrendered, and Units Outstanding
Annuitized End of Year
---------------------- --------------------
Year Ended Year Ended
December 31, December 31,
1998 1997 1998 1997
---------- ---------- --------- ---------
MFS REGATTA CONTRACTS:
------------------------------
<S> <C> <C> <C> <C>
CAS -- Level 1................ (242,644) (902,834) 464,349 2,993,020
CAS -- Level 2................ (1,995,108) (1,834,766) 9,053,993 5,390,680
GSS -- Level 1................ (204,946) (559,553) 325,241 1,462,222
GSS -- Level 2................ (808,930) (819,496) 2,656,978 1,514,633
HYS -- Level 1................ (79,077) (156,641) 73,632 537,033
HYS -- Level 2*............... (396,775) (506,178) 1,320,379 975,126
MSS -- Level 1................ (66,314) (336,449) 196,463 941,686
MSS -- Level 2................ (651,427) (610,436) 2,730,897 2,022,757
MMS -- Level 1................ (3,086,766) (5,644,161) 268,447 1,518,722
MMS -- Level 2................ (4,942,262) (4,598,826) 3,722,758 1,845,809
TRS -- Level 1................ (683,229) (2,124,982) 898,137 5,756,653
TRS -- Level 2................ (3,723,849) (3,211,666) 12,506,430 7,838,741
WGS -- Level 1................ (74,896) (175,001) 89,328 700,338
WGS -- Level 2................ (351,812) (240,401) 834,010 483,253
</TABLE>
*For the period January 6, 1997 (commencement of operations of Sub-Account)
through December 31, 1997.
<PAGE>
-29-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS -- continued
(5) UNIT ACTIVITY FROM PARTICIPANT TRANSACTIONS -- continued
<TABLE>
<CAPTION>
Units Transferred
Between
Sub-Accounts
and
Units Outstanding Fixed Accumulation
Beginning of Year Units Purchased Account
---------------------- ----------------------
----------------------
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1998 1997 1998 1997 1998 1997
---------- ---------- ---------- -------------------- ----------
MFS REGATTA GOLD
CONTRACTS:
------------
<S> <C> <C> <C> <C> <C> <C>
BDS+.......................... -- -- 437,383 -- 776,227 --
CAS........................... 35,528,897 32,796,793 2,963,417 4,171,857 1,606,290 753,855
COS........................... 6,175,224 1,520,787 2,085,178 2,333,873 2,487,753 2,499,269
CGS........................... 40,709,531 26,199,975 7,531,155 8,951,992 6,682,559 7,405,405
EGS........................... 25,039,986 16,998,044 3,519,560 5,826,649 1,929,406 3,279,517
EIS+.......................... -- -- 235,337 -- 312,512 --
FCE........................... 2,159,228 329,630 203,168 815,491 (114,376) 1,097,883
FCI........................... 2,390,056 564,742 532,412 997,740 520,640 902,857
FCG........................... 4,441,911 3,360,596 449,506 760,057 655,503 531,069
GSS........................... 20,508,844 19,714,114 1,760,124 1,627,923 2,891,419 723,328
HYS........................... 11,699,195 8,424,289 2,333,919 2,340,052 1,143,802 1,768,446
MSS........................... 11,326,719 10,541,726 838,284 1,191,194 (135,303) 289,858
MIS+.......................... -- -- 2,049,150 -- 2,166,812 --
MMS........................... 21,463,139 27,275,583 5,295,611 7,818,118 9,723,034 (8,894,337)
NWD+.......................... -- -- 252,432 -- 573,525 --
RES........................... 35,654,917 19,577,745 1,299,737 10,988,440 3,631,861 6,437,281
RGS........................... 533,928 -- 857,568 276,177 1,134,366 260,605
RSS+.......................... -- -- 83,591 -- 110,312 --
SIS+.......................... -- -- 207,182 -- 423,614 --
TRS........................... 66,303,467 59,508,016 5,585,984 7,069,596 4,374,616 4,111,016
UTS........................... 6,101,638 4,671,192 1,559,584 966,544 1,878,542 773,360
WAA........................... 7,928,833 5,539,010 440,970 1,565,894 (400,015) 1,218,708
WGS........................... 6,127,641 7,510,766 199,740 324,862 (782,796) (1,252,245)
WGR........................... 15,058,757 13,989,946 815,222 1,725,746 (504,727) 242,250
WTR........................... 4,676,853 2,836,079 458,384 1,085,978 506,340 962,291
<CAPTION>
Units Withdrawn,
Surrendered, and Units Outstanding
Annuitized End of Year
---------------------- ----------------------
Year Ended Year Ended
December 31, December 31,
1998 1997 1998 1997
---------- ---------- ---------- ----------
MFS REGATTA GOLD
CONTRACTS:
------------
<S> <C> <C> <C> <C>
BDS+.......................... (31,371) -- 1,182,239 --
CAS........................... (2,598,123) (2,193,608) 37,500,481 35,528,897
COS........................... (485,873) (178,705) 10,262,282 6,175,224
CGS........................... (3,042,480) (1,847,841) 51,880,765 40,709,531
EGS........................... (1,587,995) (1,064,224) 28,900,957 25,039,986
EIS+.......................... (19,611) -- 528,238 --
FCE........................... (100,672) (83,776) 2,147,348 2,159,228
FCI........................... (153,065) (75,283) 3,290,043 2,390,056
FCG........................... (332,362) (209,811) 5,214,558 4,441,911
GSS........................... (1,942,153) (1,556,521) 23,218,234 20,508,844
HYS........................... (986,099) (833,592) 14,190,817 11,699,195
MSS........................... (784,556) (696,059) 11,245,144 11,326,719
MIS+.......................... (94,444) -- 4,121,518 --
MMS........................... (7,094,698) (4,736,225) 29,387,086 21,463,139
NWD+.......................... (31,098) -- 794,859 --
RES........................... (2,032,529) (1,348,549) 38,553,986 35,654,917
RGS........................... (117,186) (2,854) 2,408,676 533,928
RSS+.......................... (3,636) -- 190,267 --
SIS+.......................... (7,882) -- 622,914 --
TRS........................... (5,162,047) (4,385,161) 71,102,020 66,303,467
UTS........................... (516,662) (309,458) 9,023,102 6,101,638
WAA........................... (393,097) (394,779) 7,576,691 7,928,833
WGS........................... (496,366) (455,742) 5,048,219 6,127,641
WGR........................... (847,123) (899,185) 14,522,129 15,058,757
WTR........................... (286,944) (207,494) 5,354,633 4,676,853
</TABLE>
+For the period May 6, 1997 (commencement of operations of Sub-Account) through
December 31, 1998.
<PAGE>
-30-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS -- continued
(5) UNIT ACTIVITY FROM PARTICIPANT TRANSACTIONS -- continued
<TABLE>
<CAPTION>
Units Transferred
Between
Sub-Accounts
and Fixed
Units Outstanding Accumulation
Beginning of Year Units Purchased Account
----------------- ---------------- ------------------
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1998 1997 1998 1997 1998 1997
--------- ------ ------- ------- -------- --------
MFS REGATTA CLASSIC
CONTRACTS:
------------------------------
<S> <C> <C> <C> <C> <C> <C>
BDS+.......................... -- -- 33,440 -- 1,859 --
CAS........................... 265,497 1,892 170,863 246,247 49,860 23,978
COS........................... 160,778 9,578 98,617 107,548 29,367 46,458
CGS........................... 554,216 3,545 449,788 446,522 267,481 122,228
EGS........................... 318,028 9,744 613,049 289,836 55,590 22,223
EIS+.......................... -- -- 9,590 -- 2,523 --
FCE........................... 40,698 140 16,413 44,896 (12,814) (3,278)
FCI........................... 67,892 2,249 20,502 75,178 (3,210) (7,901)
FCG*.......................... 51,038 -- 34,300 42,039 8,318 9,735
GSS........................... 113,243 6,514 139,510 89,817 51,253 21,240
HYS........................... 155,306 8,219 224,640 120,521 (2,332) 30,370
MSS**......................... 118,243 -- 59,666 92,458 (29,055) 28,860
MIS++......................... -- -- 78,233 -- 156,319 --
MMS........................... 77,105 13,813 733,426 366,163 (366,138) (259,749)
NWD++......................... -- -- 13,601 -- 15,614 --
RES........................... 553,996 25,665 279,626 497,934 85,963 37,701
RGS#.......................... 6,085 -- 9,086 5,777 19,504 320
RSS........................... -- -- 942 -- 1,292 --
SIS+++........................ -- -- 1,726 -- 851 --
TRS........................... 951,205 40,575 681,412 859,444 155,997 66,034
UTS**......................... 77,009 -- 97,613 41,263 15,497 36,412
WAA........................... 50,531 6,448 16,112 44,701 (8,665) (150)
WGS****....................... 19,394 -- 20,516 18,266 639 2,357
WGR........................... 85,526 71 47,642 77,864 (2,579) 7,879
WTR***........................ 45,122 -- 38,335 49,398 8,687 (3,919)
<CAPTION>
Units Withdrawn,
Surrendered, and Units Outstanding
Annuitized End of Year
---------------- ------------------
Year Ended Year Ended
December 31, December 31,
1998 1997 1998 1997
------- ------- --------- -------
MFS REGATTA CLASSIC
CONTRACTS:
------------------------------
<S> <C> <C> <C> <C>
BDS+.......................... (176) -- 35,123 --
CAS........................... (20,408) (6,620) 465,812 265,497
COS........................... (11,244) (2,806) 277,518 160,778
CGS........................... (58,292) (18,079) 1,213,193 554,216
EGS........................... (26,865) (3,775) 959,802 318,028
EIS+.......................... -- -- 12,113 --
FCE........................... (643) (1,060) 43,654 40,698
FCI........................... (1,364) (1,634) 83,820 67,892
FCG*.......................... (3,074) (736) 90,582 51,038
GSS........................... (6,696) (4,328) 297,310 113,243
HYS........................... (35,251) (3,804) 342,363 155,306
MSS**......................... (8,530) (3,075) 140,324 118,243
MIS++......................... (1,764) -- 232,788 --
MMS........................... (173,976) (43,122) 270,417 77,105
NWD++......................... (33) -- 29,182 --
RES........................... (47,296) (7,305) 872,289 553,996
RGS#.......................... (793) (12) 33,882 6,085
RSS........................... -- -- 2,234 --
SIS+++........................ -- -- 2,577 --
TRS........................... (57,322) (14,848) 1,731,292 951,205
UTS**......................... (11,983) (666) 178,136 77,009
WAA........................... (4,811) (468) 53,167 50,531
WGS****....................... (475) (1,229) 40,074 19,394
WGR........................... (9,292) (288) 121,297 85,526
WTR***........................ (891) (357) 91,253 45,122
</TABLE>
*For the period January 7, 1997 (commencement of operations of Sub-Account)
through December 31, 1997.
**For the period January 22, 1997 (commencement of operations of Sub-Account)
through December 31, 1997.
***For the period February 11, 1997 (commencement of operations of Sub-Account)
through December 31, 1997.
****For the period February 21, 1997 (commencement of operations of Sub-Account)
through December 31, 1997.
#For the period July 7, 1997 (commencement of operations of Sub-Account)
through December 31, 1997.
+For the period June 22, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
++For the period May 7, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
+++For the period June 26, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
<PAGE>
-31-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS -- continued
(5) UNIT ACTIVITY FROM PARTICIPANT TRANSACTIONS -- continued
<TABLE>
<CAPTION>
Units Transferred
Between Sub-Accounts
Units Outstanding and Units Withdrawn,
Beginning of Fixed Accumulation Surrendered, and Units Outstanding
Period Units Purchased Account Annuitized End of Period
------------------ --------------- -------------------- ---------------- -----------------
Period Ended Period Ended Period Ended Period Ended Period Ended
December 31, December 31, December 31, December 31, December 31,
1998 1998 1998 1998 1998
------------------ --------------- -------------------- ---------------- -----------------
<S> <C> <C> <C> <C> <C>
MFS REGATTA PLATINUM
CONTRACTS:
------------------------------
BDS+.......................... -- 491,319 143,015 (6,334) 628,000
CAS++......................... -- 1,489,422 215,237 (21,495) 1,683,164
COS*.......................... -- 480,199 80,801 (4,045) 556,955
CGS++......................... -- 4,380,217 1,013,330 (62,529) 5,331,018
EGS++......................... -- 1,412,976 254,376 (15,948) 1,651,404
EIS+++........................ -- 237,608 35,740 (986) 272,362
FCE+++........................ -- 67,723 4,892 (29) 72,586
FCI+++........................ -- 305,695 37,500 (4,257) 338,938
FCG*.......................... -- 167,384 34,931 (2,969) 199,346
GSS*.......................... -- 686,599 142,121 (12,618) 816,102
HYS+++........................ -- 917,703 95,977 (12,975) 1,000,705
MSS**......................... -- 180,220 35,500 (4,676) 211,044
MIS++......................... -- 2,052,872 400,450 (25,188) 2,428,134
MMS+++........................ -- 1,436,884 (492,250) (58,155) 886,479
NWD+++........................ -- 366,459 75,832 (6,113) 436,178
RES**......................... -- 1,463,540 319,544 (31,371) 1,751,713
RGS+.......................... -- 306,364 82,311 (1,595) 387,080
RSS***........................ -- 162,752 19,544 (1,165) 181,131
SIS#.......................... -- 123,410 35,045 (821) 157,634
TRS+++........................ -- 1,926,233 434,196 (41,582) 2,318,847
UTS**......................... -- 647,482 178,704 (6,537) 819,649
WAA*.......................... -- 175,049 56,466 (2,676) 228,839
WGS+++........................ -- 78,588 (2,199) (119) 76,270
WGR*.......................... -- 125,715 37,960 (819) 162,856
WTR##......................... -- 116,666 37,792 (1,601) 152,857
</TABLE>
+For the period June 30, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
++For the period June 5, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
+++For the period June 18, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
*For the period June 23, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
**For the period June 16, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
***For the period June 29, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
#For the period June 26, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
##For the period July 7, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
<PAGE>
-32-
INDEPENDENT AUDITOR'S REPORT
To the Participants in Regatta, Regatta Gold, Regatta Classic and Regatta
Platinum Sub-Accounts and the Board of Directors of Sun Life Assurance Company
of Canada (U.S.):
We have audited the accompanying statement of condition of Sun Life of Canada
(U.S.) Bond Sub-Account, Capital Appreciation Sub-Account, Capital Opportunities
Sub-Account, Conservative Growth Sub-Account, Emerging Growth Sub-Account,
Equity Income Sub-Account, MFS/Foreign & Colonial Emerging Markets Equity
Sub-Account, International Growth Sub-Account, International Growth and Income
Sub-Account, Government Securities Sub-Account, High Yield Sub-Account, Managed
Sectors Sub-Account, Massachusetts Investors Growth Stock Sub-Account, Money
Market Sub-Account, New Discovery Sub-Account, Research Sub-Account, Research
Growth and Income Sub-Account, Research International Sub-Account, Strategic
Income Sub-Account, Total Return Sub-Account, Utilities Sub-Account, World Asset
Allocation Sub-Account, World Governments Sub-Account, World Growth Sub-Account,
and World Total Return Sub-Account of Sun Life of Canada (U.S.) Variable Account
F, (the "Sub-Accounts") as of December 31, 1998, the related statement of
operations for the year then ended and the statements of changes in net assets
for the years ended December 31, 1998 and 1997. These financial statements are
the responsibility of management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities held at December 31, 1998 by correspondence with the
custodian. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Sub-Accounts as of December 31, 1998,
the results of their operations and the changes in their net assets for the
respective stated periods in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 4, 1999
<PAGE>
-33-
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
ANNUITY SERVICE MAILING ADDRESS:
C/O RETIREMENT PRODUCTS AND SERVICES
P.O. BOX 1024
BOSTON, MASSACHUSETTS 02103
TELEPHONE:
Toll Free (800) 752-7215
In Massachusetts (617) 348-9600
GENERAL DISTRIBUTOR
Clarendon Insurance Agency, Inc.
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02481
AUDITORS
Deloitte Touche LLP
125 Summer Street
Boston, Massachusetts 02110
<PAGE>
May 1, 1999
FUTURITY FOCUS
VARIABLE AND FIXED ANNUITY
STATEMENT OF ADDITIONAL INFORMATION
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
TABLE OF CONTENTS
Calculation of Performance Data - Average Annual Total Return...................
Non-Standardized Investment Performance ........................................
Advertising and Sales Literature ...............................................
Calculations ...................................................................
Example of Variable Accumulation Unit Value Calculation....................
Example of Variable Annuity Unit Calculation ..............................
Example of Variable Annuity Payment Calculation ...........................
Calculation of Annuity Values .............................................
Distribution of the Contracts ..................................................
Designation and Change of Beneficiary ..........................................
Custodian ......................................................................
Financial Statements ...........................................................
The Statement of Additional Information sets forth information
which may be of interest to prospective purchasers of Futurity Focus Variable
and Fixed Annuity Contracts (the "Contracts") issued by Sun Life Assurance
Company of Canada (U.S.) (the "Company") in connection with Sun Life of
Canada (U.S.) Variable Account F (the "Variable Account") which is not
included in the Prospectus dated May 1, 1999. This Statement of Additional
Information should be read in conjunction with the Prospectus, a copy of
which may be obtained without charge from the Company at its Annuity Service
Mailing Address, c/o Sun Life Assurance Company of Canada (U.S.), Retirement
Products and Services, P.O. Box 9133, Boston, Massachusetts 02117, or by
telephoning (617) 348-9600 or (888) 786-2435.
The terms used in this Statement of Additional Information have the
same meanings as in the Prospectus.
- --------------------------------------------------------------------------------
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE PURCHASERS ONLY IF PRECEDED OR ACCOMPANIED BY A
CURRENT PROSPECTUS.
<PAGE>
-2-
CALCULATION OF PERFORMANCE DATA
AVERAGE ANNUAL TOTAL RETURN:
The table below shows, for various Sub-Accounts of the Variable
Account, the Average Annual Total Return for the stated periods (or shorter
period indicated in the note below), based upon a hypothetical initial Purchase
Payment of $1,000, calculated in accordance with the formula set out after the
table. For purposes of determining the investment results in this table, the
actual investment performance of each Fund is reflected from the date the Fund
commenced operations ("Inception"), although the Contracts have been offered
only since December 9, 1998. No information is shown for the Funds that have
not commenced operations or that have been in operation for less than one year.
The Securities and Exchange Commission defines "standardized" total
return information to mean Average Annual Total Return, based on a
hypothetical initial purchase payment of $1,000 and calculated in accordance
with the formula set forth after the table, but presented only for periods
subsequent to the commencement of the offering of the Futurity annuities.
Since as of the date of this Prospectus the Company has been offering the
Futurity annuities for less than a year, no standardized total return
information is currently provided. Standardized total return information will
be provided after the Sub-Accounts have been in operation for one year.
AVERAGE ANNUAL TOTAL RETURN
PERIOD ENDING DECEMBER 31, 1998
<TABLE>
<CAPTION> 10 YEAR FUND
1 YEAR 3 YEAR 5 YEAR OR INCEPTION
PERIOD PERIOD PERIOD LIFE(1) DATE
------ ------ ------ ------- -------------------
<S> <C> <C> <C> <C> <C>
AIM V.I. Capital Appreciation Fund 16.69% 14.71% 15.38% 16.94% May 5, 1993
AIM V.I. Growth Fund 31.33% 21.31% 17.97% 17.64% May 5, 1993
AIM V.I. Growth and Income Fund 24.96% 22.63% -- 19.97% May 2, 1994
AIM V.I. International Equity Fund 12.89% 11.87% 9.46% 11.51% May 5, 1993
Alger American Growth Portfolio 45.14% 26.61% 22.32% 20.48% January 9, 1989
Alger American Income and Growth Portfolio 29.62% 27.58% 20.20% 14.15% November 15, 1988
Alger American Small Capitalization Portfolio 12.93% 8.75% 11.59% 18.35% September 21, 1988
Goldman Sachs CORE Large Cap Fund -- -- -- 14.42% February 13, 1998
Goldman Sachs CORE Small Cap Fund -- -- -- (11.58)% February 13, 1998
Goldman Sachs CORE U.S. Equity Fund -- -- -- 12.18% February 13, 1998
Goldman Sachs Growth and Income Fund -- -- -- 3.03% January 12, 1998
Goldman Sachs International Equity Fund -- -- -- 17.46% January 12, 1998
J.P. Morgan Equity Portfolio (2) 20.61% 22.35% -- 24.76% January 3, 1995
J.P. Morgan International Opportunities Portfolio (2) 2.27% 6.22% -- 7.37% January 3, 1995
J.P. Morgan Small Company Portfolio (2) (7.80)% 10.59% -- 15.44% January 3, 1995
Lord Abbett Growth and Income Portfolio 10.32% 17.28% 15.96% 14.65% December 1, 1989
MFS/Sun Life Capital Appreciation Series 25.60% 22.45% 18.23% 18.43% June 12, 1985
MFS/Sun Life Emerging Growth Series 31.03% 22.43% -- 25.58% May 1, 1995
MFS/Sun Life Government Securities Series 6.24% 4.86% 5.25% 7.19% June 12, 1985
MFS/Sun Life High Yield Series (1.64)% 7.13% 6.52% 8.13% June 12, 1985
MFS/Sun Life Utilities Series 15.12% 21.88% 17.33% 16.90% November 16, 1993
OCC Equity Portfolio (3) 9.28% 18.85% 19.65% 16.53% August 1, 1988
OCC Managed Portfolio (3) 4.64% 15.60% 17.61% 17.86% August 1, 1988
OCC Mid Cap Portfolio -- -- -- (3.91)% February 9, 1998
OCC Small Cap Portfolio (3) (11.26)% 8.20% 7.06% 11.76% August 1, 1988
Sun Capital Investment Grade Bond Fund -- -- -- (1.38)% December 7, 1998
Sun Capital Money Market Fund -- -- -- (1.06)% December 7, 1998
Sun Capital Real Estate Fund -- -- -- (2.05)% December 7, 1998
Warburg Pincus Emerging Markets Portfolio (19.36)% -- -- (19.36)% December 31, 1997
Warburg Pincus International Equity Portfolio 2.87% 2.77% -- 4.25% June 30, 1995
Warburg Pincus Post-Venture Capital Portfolio 4.01% -- -- 5.97% September 30, 1996
Warburg Pincus Small Company Growth Portfolio (5.21)% 7.07% -- 12.82% June 30, 1995
</TABLE>
(1) From commencement of investment operations.
(2) From January 3, 1995 (commencement of operations) to December 31, 1996,
Chubb Investment Advisory Corporation ("Chubb Investment Advisory"), a
wholly owned subsidiary of Chubb Life Insurance Company of America,
served as each of these Fund's investment manager, and Morgan Guaranty
Trust Company of New York, an affiliate of J.P. Morgan Investment
Management Inc. ("J.P. Morgan") served as such Fund's sub-investment
adviser. Effective January 1, 1997, J.P. Morgan began serving as each
Fund's investment adviser.
(3) On September 16, 1994, an investment company then called Quest for Value
Accumulation Trust (the "Old Trust") was effectively divided into two
investment funds, the Old Trust and the OCC Accumulation Trust, at which
time the OCC Accumulation Trust commenced operations. The total net
assets for each of the Equity, Managed and Small Cap Portfolios
immediately after the transaction were $86,789,755, $682,601,380, and
$139,812,573, respectively, with respect to the Old Trust, and for each
of the Equity, Managed and Small Cap Portfolios, $3,764,598,
$51,345,102, and $8,129,274, respectively, with respect to the OCC
Accumulation Trust. The Equity, Managed and Small Cap Portfolios
commenced operations on August 1, 1998. For the period prior to September
16, 1994, the performance figures above for each of the Equity, Managed,
and Small Cap Portfolios reflect the performance of the corresponding
Portfolios of the Old Trust.
The length of the period and the last day of each period used in the
above table are set out in the table heading and in the footnotes above. The
Average Annual Total Return for each period was determined by finding the
average annual compounded rate of return over each period that would equate the
initial amount invested to the ending redeemable value for that period, in
accordance with the following formula:
<PAGE>
-3-
n
P(l + T) = ERV
Where: P = a hypothetical initial Purchase Payment of $1,000
T = average annual total return for the period
n = number of years
ERV = redeemable value (as of the end of the period) of a
hypothetical $1,000 Purchase Payment made at the beginning of the 1-year,
5-year, or 10-year period (or fractional portion thereof)
The formula assumes that: 1) all recurring fees have been deducted from the
Participant's Account; 2) all applicable non-recurring Contract charges are
deducted at the end of the period, and 3) there will be a full surrender at the
end of the period.
The $50 annual Account Fee will be allocated among the Sub-Accounts so
that each Sub-Account's allocated portion of the Account Fee is proportional to
the percentage of the number of Individual Contracts and Certificates that have
amounts allocated to that Sub-Account. Because the impact of Account Fees on a
particular Contract may differ from those assumed in the computation due to
differences between actual allocations and the assumed ones, the total return
that would have been experienced by an actual Contract over these same time
periods may have been different from that shown above.
ADDITIONAL NON-STANDARDIZED INVESTMENT PERFORMANCE:
The Variable Account may illustrate its results over various periods
and compare its results to indices and other variable annuities in sales
materials including advertisements, brochures and sports. Such results may be
computed on a "cumulative" and/or "annualized" basis.
"Cumulative" quotations are arrived at by calculating the change in
the Accumulation Unit value of a Sub-Account between the first and last day of
the base period being measured, and expressing the difference as a percentage of
the Accumulation Unit value at the beginning of the base period.
"Annualized" quotations (described in the following table as
"Compound Growth Rate") are calculated by applying a formula which determines
the level rate of return which, if earned over the entire base period, would
produce the cumulative return.
<PAGE>
-4-
<TABLE>
<CAPTION>
NON-STANDARDIZED INVESTMENT PERFORMANCE*
<S> <C>
$10,000 invested in this Fund under a ...would have grown to this amount
Futurity Focus Contract, this many years ago... on December 31, 1998**
</TABLE>
<TABLE>
<CAPTION>
AIM V.I. CAPITAL APPRECIATION FUND AIM V.I. GROWTH FUND
Number Cumulative Compound Number Cumulative Compound
of Growth Growth of Growth Growth
Years Periods Amount Rate Rate Years Periods Amount Rate Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12/31/97-12/31/98 $11,796.93 17.97% 17.97% 1 12/31/97-12/31/98 $13,260.61 32.61% 32.61%
2 12/31/96-12/31/98 $13,064.51 30.65% 14.30% 2 12/31/96-12/31/98 $16,065.91 60.66% 26.75%
3 12/31/95-12/31/98 $15,189.60 51.90% 14.95% 3 12/31/95-12/31/98 $17,953.09 79.53% 21.54%
4 12/31/94-12/31/98 $20,367.35 103.67% 19.46% 4 12/31/94-12/31/98 $23,914.32 139.14% 24.36%
5 12/31/93-12/31/98 $20,637.82 106.38% 15.59% 5 12/31/93-12/31/98 $23,052.44 130.52% 18.18%
Life 05/05/93-12/31/98 $24,493.01 144.93% 17.15% Life 05/05/93-12/31/98 $25,335.19 153.35% 17.85%
<CAPTION>
AIM V.I. GROWTH AND INCOME FUND AIM V.I. INTERNATIONAL EQUITY FUND
Number Cumulative Compound Number Cumulative Compound
of Growth Growth of Growth Growth
Years Periods Amount Rate Rate Years Periods Amount Rate Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12/31/97-12/31/98 $12,624.01 26.24% 26.24% 1 12/31/97-12/31/98 $11,416.98 14.17% 14.17%
2 12/31/96-12/31/98 $15,671.90 56.72% 25.19% 2 12/31/96-12/31/98 $11,873.74 18.74% 8.97%
3 12/31/95-12/31/98 $18,545.93 85.46% 22.86% 3 12/31/95-12/31/98 $14,092.45 40.92% 12.11%
4 12/31/94-12/31/98 $23,775.81 137.76% 24.17% 4 12/31/94-12/31/98 $16,331.84 63.32% 13.05%
5 12/31/93-12/31/98 $15,885.60 58.86% 9.70%
Life 05/02/94-12/31/98 $23,611.11 136.11% 20.20% Life 05/05/93-12/31/98 $18,747.99 87.48% 11.74%
<CAPTION>
ALGER GROWTH PORTFOLIO ALGER INCOME AND GROWTH PORTFOLIO
Number Cumulative Compound Number Cumulative Compound
of Growth Growth of Growth Growth
Years Periods Amount Rate Rate Years Periods Amount Rate Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12/31/97-12/31/98 $14,642.08 46.42% 46.42% 1 12/31/97-12/31/98 $13,090.18 30.90% 30.90%
2 12/31/96-12/31/98 $18,206.63 82.07% 34.93% 2 12/31/96-12/31/98 $17,642.92 76.43% 32.83%
3 12/31/95-12/31/98 $20,402.44 104.02% 26.83% 3 12/31/95-12/31/98 $20,875.34 108.75% 27.80%
4 12/31/94-12/31/98 $27,509.41 175.09% 28.79% 4 12/31/94-12/31/98 $27,896.90 178.97% 29.24%
5 12/31/93-12/31/98 $27,597.54 175.98% 22.51% 5 12/31/93-12/31/98 $25,295.86 152.96% 20.40%
10 12/31/88-12/31/98 $38,093.09 280.93% 14.31%
Life 01/09/89-12/31/98 $65,205.99 552.06% 20.67% Life 11/15/88-12/31/98 $38,426.41 284.26% 14.21%
</TABLE>
* For periods of less than one year, the growth rates listed are not
annualized.
** For purposes of determining these investment results, the actual investment
performance of each Fund is reflected from the date the Fund commenced
operations, although the Contracts have been offered only since March 15,
1999. No information is shown for Funds that have not commenced
operations or that have been in operation for less than one year. The
charges imposed under the Contract against the assets of the Variable
Account for mortality and expense risks and administrative expenses have
been deducted. However, the annual Account Fee is not reflected and these
examples do not assume surrender at the end of the period.
<PAGE>
-5-
<TABLE>
<CAPTION>
NON-STANDARDIZED INVESTMENT PERFORMANCE*
<S> <C>
$10,000 invested in this Fund under a ...would have grown to this amount
Futurity Focus Contract, this many years ago... on December 31, 1998**
</TABLE>
<TABLE>
<CAPTION>
ALGER SMALL CAPITALIZATION PORTFOLIO GOLDMAN SACHS CORE LARGE CAP GROWTH FUND
Number Cumulative Compound Number Cumulative Compound
of Growth Growth of Growth Growth
Years Periods Amount Rate Rate Years Periods Amount Rate Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12/31/97-12/31/98 $11.420.99 14.21% 14.21%
2 12/31/96-12/31/98 $12,578.67 25.79% 12.15%
3 12/31/95-12/31/98 $12,952.70 29.53% 9.01%
4 12/31/94-12/31/98 $18,487.65 84.88% 16.61%
5 12/31/93-12/31/98 $17,477.43 74.77% 11.81%
10 12/31/88-12/31/98 $54,601.79 446.02% 18.50%
Life 09/21/88-12/31/98 $52,635.99 426.36% 17.53% Life 02/13/98-12/31/98 $11,569.71 15.70% 15.70%
<CAPTION>
GOLDMAN SACHS CORE SMALL CAP EQUITY FUND GOLDMAN SACHS CORE U.S. EQUITY FUND
Number Cumulative Compound Number Cumulative Compound
of Growth Growth of Growth Growth
Years Periods Amount Rate Rate Years Periods Amount Rate Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Life 02/13/98-12/31/98 $8,969.96 (10.30)% 10.30% Life 02/13/98-12/31/98 $11.346.21 13.46% 13.46%
<CAPTION>
GOLDMAN SACHS CORE GROWTH AND INCOME FUND GOLDMAN SACHS INTERNATIONAL EQUITY FUND
Number Cumulative Compound Number Cumulative Compound
of Growth Growth of Growth Growth
Years Periods Amount Rate Rate Years Periods Amount Rate Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Life 01/12/98-12/31/98 $10,430.59 4.31% 4.31% Life 01/12/98-12/31/98 $11,874.10 18.74% 18.74%
<CAPTION>
J.P. MORGAN EQUITY PORTFOLIO*** J.P. MORGAN INTERNATIONAL OPPORTUNITIES PORTFOLIO***
Number Cumulative Compound Number Cumulative Compound
of Growth Growth of Growth Growth
Years Periods Amount Rate Rate Years Periods Amount Rate Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12/31/97-12/31/98 $12,188.92 21.89% 21.89% 1 12/31/97-12/31/98 $10,354.30 3.54% 3.54%
2 12/31/96-12/31/98 $15,364.68 53.65% 23.95% 2 12/31/96-12/31/98 $10,791.86 7.92% 3.88%
3 12/31/95-12/31/98 $18,419.10 84.19% 22.58% 3 12/31/95-12/31/98 $12,072.84 20.73% 6.48%
Life 01/03/95-12/31/98 $24,374.06 143.74% 24.99% Life 01/03/95-12/31/98 $13,415.66 34.16% 7.63%
</TABLE>
* For periods of less than one year, the growth rates listed are not
annualized.
** For purposes of determining these investment results, the actual investment
performance of each Fund is reflected from the date the Fund commenced
operations, although the Contracts have been offered only since March 15,
1999. No information is shown for Funds that have not commenced
operations or that have been in operation for less than one year. The
charges imposed under the Contract against the assets of the Variable
Account for mortality and expense risks and administrative expenses have
been deducted. However, the annual Account Fee is not reflected and these
examples do not assume surrender at the end of the period.
*** See footnote 3 on page 3 of the Statement of Additional Information.
<PAGE>
-6-
<TABLE>
<CAPTION>
NON-STANDARDIZED INVESTMENT PERFORMANCE*
<S> <C>
$10,000 invested in this Fund under a ...would have grown to this amount
Futurity Focus Contract, this many years ago... on December 31, 1998**
</TABLE>
<TABLE>
<CAPTION>
J.P. MORGAN SMALL COMPANY PORTFOLIO*** LORD ABBETT GROWTH AND INCOME PORTFOLIO
Number Cumulative Compound Number Cumulative Compound
of Growth Growth of Growth Growth
Years Periods Amount Rate Rate Years Periods Amount Rate Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12/31/97-12/31/98 $9,340.76 (6.59)% (6.59)% 1 12/31/97-12/31/98 $11,159.33 11.59% 11.59%
2 12/31/96-12/31/98 $11,312.48 13.12% 6.36% 2 12/31/96-12/31/98 $13,751.68 37.52% 17.27%
3 12/31/95-12/31/98 $13,617.77 36.18% 10.84% 3 12/31/95-12/31/98 $16,229.87 62.30% 17.52%
4 12/31/94-12/31/98 $20,829.29 108.29% 20.13%
5 12/31/93-12/31/98 $21,162.14 111.62% 16.17%
Life 01/03/95-12/31/98 $17,901.53 79.02% 15.69% Life 12/11/89-12/31/98 $35,063.36 250.63% 14.85%
<CAPTION>
MFS/SUN LIFE CAPITAL APPRECIATION SERIES MFS/SUN LIFE EMERGING GROWTH SERIES
Number Cumulative Compound Number Cumulative Compound
of Growth Growth of Growth Growth
Years Periods Amount Rate Rate Years Periods Amount Rate Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12/31/97-12/31/98 $12,723.26 27.23% 27.23% 1 12/31/97-12/31/98 $13,236.55 32.37% 32.37%
2 12/31/96-12/31/98 $15,486.70 54.87% 24.45% 2 12/31/96-12/31/98 $15,954.28 59.54% 26.31%
3 12/31/95-12/31/98 $18,595.91 85.96% 22.97% 3 12/31/95-12/31/98 $18,473.38 84.73% 22.70%
4 12/31/94-12/31/98 $24,718.56 147.19% 25.39%
5 12/31/93-12/31/98 $23,565.38 135.65% 18.70%
10 12/31/88-12/31/98 $55,814.78 458.15% 18.76%
Life 06/12/85-12/31/98 $76,523.60 665.24% 16.19% Life 05/01/95-12/31/98 $23,264.84 132.65% 25.86%
<CAPTION>
MFS/SUN LIFE GOVERNMENT SECURITIES SERIES MFS/SUN LIFE HIGH YIELD SERIES
Number Cumulative Compound Number Cumulative Compound
of Growth Growth of Growth Growth
Years Periods Amount Rate Rate Years Periods Amount Rate Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12/31/97-12/31/98 $10,749.30 7.49% 7.49% 1 12/31/97-12/31/98 $9,952.29 (0.48)% (0.48)%
2 12/31/96-12/31/98 $11,554.74 15.55% 7.49% 2 12/31/96-12/31/98 $11,140.40 11.40% 5.55%
3 12/31/95-12/31/98 $11,608.34 16.08% 5.10% 3 12/31/95-12/31/98 $12,347.70 23.48% 7.28%
4 12/31/94-12/31/98 $13,501.25 35.01% 7.79% 4 12/31/94-12/31/98 $14,275.80 42.76% 9.31%
5 12/31/93-12/31/98 $13,055.92 30.56% 5.48% 5 12/31/93-12/31/98 $13,811.15 38.11% 6.67%
10 12/31/88-12/31/98 $20,367.48 103.67% 7.37% 10 12/31/88-12/31/98 $22,083.75 120.84% 8.24%
Life 06/12/85-12/31/98 $26,397.68 163.98% 7.42% Life 06/12/85-12/31/98 $29,338.85 193.39% 8.26%
</TABLE>
* For periods of less than one year, the growth rates listed are not
annualized.
** For purposes of determining these investment results, the actual investment
performance of each Fund is reflected from the date the Fund commenced
operations, although the Contracts have been offered only since March 15,
1999. No information is shown for Funds that have not commenced
operations or that have been in operation for less than one year. The
charges imposed under the Contract against the assets of the Variable
Account for mortality and expense risks and administrative expenses have
been deducted. However, the annual Account Fee is not reflected and these
examples do not assume surrender at the end of the period.
*** See footnote 3 on page 3 of the Statement of Additional Information.
<PAGE>
-7-
<TABLE>
<CAPTION>
NON-STANDARDIZED INVESTMENT PERFORMANCE*
<S> <C>
$10,000 invested in this Fund under a ...would have grown to this amount
Futurity Focus Contract, this many years ago... on December 31, 1998**
</TABLE>
<TABLE>
<CAPTION>
MFS/SUN LIFE UTILITIES SERIES OCC EQUITY PORTFOLIO+
Number Cumulative Compound Number Cumulative Compound
of Growth Growth of Growth Growth
Years Periods Amount Rate Rate Years Periods Amount Rate Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12/31/97-12/31/98 $11,621.49 16.21% 16.21% 1 12/31/97-12/31/98 $11.056.07 10.56% 10.56%
2 12/31/96-12/31/98 $15,248.09 52.48% 23.48% 2 12/31/96-12/31/98 $13,843.53 38.44% 17.66%
3 12/31/95-12/31/98 $18,140.33 81.40% 21.96% 3 12/31/95-12/31/98 $16,886.49 68.86% 19.08%
4 12/31/94-12/31/98 $23,737.44 137.37% 24.12% 4 12/31/94-12/31/98 $24,099.93 141.00% 24.60%
5 12/31/93-12/31/98 $22,309.33 123.09% 17.41% 5 12/31/93-12/31/98 $24,732.24 147.32% 19.85%
10 12/31/88-12/31/98 $46,794.03 367.94% 16.69%
Life 11/16/93-12/31/98 $22,330.09 123.30% 16.97% Life 08/01/88-12/31/98 $47,473.99 374.74% 16.12%
<CAPTION>
OCC MANAGED PORTFOLIO+ OCC MID CAP PORTFOLIO
Number Cumulative Compound Number Cumulative Compound
of Growth Growth of Growth Growth
Years Periods Amount Rate Rate Years Periods Amount Rate Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12/31/97-12/31/98 $10,591.90 5.92% 5.92%
2 12/31/96-12/31/98 $12,806.82 28.07% 13.17%
3 12/31/95-12/31/98 $15,546.05 55.46% 15.84%
4 12/31/94-12/31/98 $22,379.53 123.80% 22.31%
5 12/31/93-12/31/98 $22,702.58 127.03% 17.82%
10 12/31/88-12/31/98 $52,380.08 423.80% 18.01%
Life 08/01/88-12/31/98 $54,461.30 444.61% 17.66% Life 02/09/98-12/31/98 $9,736.94 (2.63)% (2.63)%
<CAPTION>
OCC SMALL CAP PORTFOLIO+ SUN CAPITAL INVESTMENT GRADE BOND FUND
Number Cumulative Compound Number Cumulative Compound
of Growth Growth of Growth Growth
Years Periods Amount Rate Rate Years Periods Amount Rate Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12/31/97-12/31/98 $8,991.88 (10.08)% (10.08)%
2 12/31/96-12/31/98 $10,869.07 8.69% 4.25%
3 12/31/95-12/31/98 $12,757.14 27.57% 8.46%
4 12/31/94-12/31/98 $14,534.16 45.34% 9.80%
5 12/31/93-12/31/98 $14,224.89 42.25% 7.30%
10 12/31/88-12/31/98 $30,876.31 208.76% 11.93%
Life 08/01/88-12/31/98 $31,328.61 213.29% 11.58% Life 12/07/98-12/31/98 $9,989.74 (0.10)% (0.10)%
</TABLE>
* For periods of less than one year, the growth rates listed are not
annualized.
** For purposes of determining these investment results, the actual investment
performance of each Fund is reflected from the date the Fund commenced
operations, although the Contracts have been offered only since March 15,
1999. No information is shown for Funds that have not commenced
operations or that have been in operation for less than one year. The
charges imposed under the Contract against the assets of the Variable
Account for mortality and expense risks and administrative expenses have
been deducted. However, the annual Account Fee is not reflected and these
examples do not assume surrender at the end of the period.
+ See footnote 3 on page 3 of the Statement of Additional Information.
<PAGE>
-8-
<TABLE>
<CAPTION>
NON-STANDARDIZED INVESTMENT PERFORMANCE*
<S> <C>
$10,000 invested in this Fund under a ...would have grown to this amount
Futurity Focus Contract, this many years ago... on December 31, 1998**
</TABLE>
<TABLE>
<CAPTION>
SUN CAPITAL MONEY MARKET FUND SUN CAPITAL REAL ESTATE FUND
Number Cumulative Compound Number Cumulative Compound
of Growth Growth of Growth Growth
Years Periods Amount Rate Rate Years Periods Amount Rate Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Life 12/07/98-12/31/98 $10,021.74 0.22% 0.22% Life 12/07/98-12/31/98 $9,921.73 (0.78)% (0.78)%
<CAPTION>
WARBURG PINCUS EMERGING MARKETS PORTFOLIO WARBURG PINCUS INTERNATIONAL EQUITY PORTFOLIO
Number Cumulative Compound Number Cumulative Compound
of Growth Growth of Growth Growth
Years Periods Amount Rate Rate Years Periods Amount Rate Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12/31/97-12/31/98 $8,172.82 (18.27)% (18.27)% 1 12/31/97-12/31/98 $10,414.46 4.14% 4.14%
2 12/31/96-12/31/98 $10,063.08 0.63% 0.31%
3 12/31/95-12/31/98 $10,940.57 9.41% 3.04%
Life 12/31/97-12/31/98 $8,172.82 (18.27)% (18.27)% Life 06/30/95-12/31/98 $11,675.18 16.75% 4.52%
<CAPTION>
WARBURG PINCUS POST-VENTURE CAPITAL PORTFOLIO WARBURG PINCUS SMALL COMPANY GROWTH PORTFOLIO
Number Cumulative Compound Number Cumulative Compound
of Growth Growth of Growth Growth
Years Periods Amount Rate Rate Years Periods Amount Rate Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 12/31/97-12/31/98 $10,528.74 5.29% 5.29% 1 12/31/97-12/31/98 $9,602.41 (3.98)% (3.98)%
2 12/31/96-12/31/98 $11,797.39 17.97% 8.62% 2 12/31/96-12/31/98 $10,988.55 9.89% 4.83%
3 12/31/95-12/31/98 $12,365.01 23.65% 7.33%
Life 09/30/96-12/31/98 $11,479.91 14.80% 6.32% Life 06/30/95-12/31/98 $15,387.77 53.88% 13.08%
</TABLE>
* For periods of less than one year, the growth rates listed are not
annualized.
** For purposes of determining these investment results, the actual investment
performance of each Fund is reflected from the date the Fund commenced
operations, although the Contracts have been offered only since March 15,
1999. No information is shown for Funds that have not commenced
operations or that have been in operation for less than one year. The
charges imposed under the Contract against the assets of the Variable
Account for mortality and expense risks and administrative expenses have
been deducted. However, the annual Account Fee is not reflected and these
examples do not assume surrender at the end of the period.
<PAGE>
-9-
ADVERTISING AND SALES LITERATURE
As set forth in the Prospectus, the Company may refer to the following
organizations (and others) in its marketing materials:
A.M. BEST'S RATING SYSTEM is designed to evaluate the various factors
affecting the overall performance of an insurance company in order to provide an
opinion as to an insurance company's relative financial strength and ability to
meet its contractual obligations. The procedure includes both a quantitative and
qualitative review of each company.
DUFF & PHELPS CREDIT RATING Company's Insurance Company Claims Paying
Ability Rating is an independent evaluation by a nationally accredited rating
organization of an insurance company's ability to meet its future obligations
under the contracts and products it sells. The rating takes into account both
quantitative and qualitative factors.
LIPPER VARIABLE INSURANCE PRODUCTS PERFORMANCE ANALYSIS SERVICE is a
publisher of statistical data covering the investment company industry in the
United States and overseas. Lipper is recognized as the leading source of data
on open-end and closed-end funds. Lipper currently tracks the performance of
over 5,000 investment companies and publishes numerous specialized reports,
including reports on performance and portfolio analysis, fee and expense
analysis.
STANDARD & POOR's insurance claims-paying ability rating is an opinion
of an operating insurance company's financial capacity to meet obligations of
its insurance policies in accordance with their terms.
VARDS (Variable Annuity Research Data Service) provides a
comprehensive guide to variable annuity contract features and historical fund
performance. The service also provides a readily understandable analysis of the
comparative characteristics and market performance of funds inclusive in
variable contracts.
MOODY'S Investors Services, Inc.'s insurance claims-paying rating is a
system of rating an insurance company's financial strength, market leadership,
and ability to meet financial obligations. The purpose of Moody's ratings is to
provide investors with a simple system of gradation by which the relative
quality of insurance companies may be noted.
STANDARD & POOR'S INDEX - broad-based measurement of changes in
stock-market conditions based on the average performance of 500 widely held
common stocks; commonly known as the Standard & Poor's 500 (S&P 500). The
selection of stocks, their relative weightings to reflect differences in the
number of outstanding shares, and publication of the index itself are services
of Standard & Poor's Corporation, a financial advisory, securities rating, and
publishing firm. The index tracks 400 industrial company stocks, 20
transportation stocks, 40 financial company stocks, and 40 public utilities.
<PAGE>
-10-
NASDAQ-OTC Price Index - this index is based on the National
Association of Securities Dealers Automated Quotations (NASDAQ) and represents
all domestic over-the-counter stocks except those traded on exchanges and those
having only one market maker, a total of some 3,500 stocks. It is market
valueweighted and was introduced with a base of 100.00 on February 5, 1971.
DOW JONES INDUSTRIAL AVERAGE (DJIA) - price-weighted average of 30
actively traded blue chip stocks, primarily industrials, but including American
Express Company and American Telephone and Telegraph Company. Prepared and
Published by Dow Jones & Company, it is the oldest and most widely quoted of all
the market indicators. The average is quoted in points, not dollars.
MORNINGSTAR, Inc. is an independent financial publisher offering
comprehensive statistical and analytical coverage of open-end and closed-end
funds and variable annuities. This coverage for mutual funds includes, among
other information, performance analysis rankings, risk rankings (e.g.
aggressive, moderate or conservative), and "style box" matrices. Style box
matrices display, for equity funds, the investment philosophy and size of the
companies in which the fund invests and, for fixed-income funds, interest rate
sensitivity and credit quality of the investment instruments.
IBBOTSON ASSOCIATES, Inc. is a consulting firm that provides a variety
of historical data, including total return, capital appreciation and income, on
the stock market as well as other investment asset classes, and inflation. This
information will be used primarily for comparative purposes and to illustrate
general financial planning principles.
In its advertisements and other sales literature for the Variable
Account and the Series Fund, the Company intends to illustrate the advantages of
the Contracts in a number of ways:
DOLLAR COST AVERAGING ILLUSTRATIONS. These illustrations will
generally discuss the price-leveling effect of making regular investments in the
same Sub-Accounts over a period of time, to take advantage of the trends in
market prices of the portfolio securities purchased by those Sub-Accounts.
SYSTEMATIC WITHDRAWAL PROGRAM. A service provided by the Company,
through which a Participant may take any distribution allowed by Internal
Revenue Code Section 401 (a) (9) in the case of Qualified Contracts, or
permitted under Internal Revenue Code Section 72 in the case of Non-Qualified
Contracts, by way of a series of partial withdrawals. Withdrawals under this
program may be fully or partially includible in income and may be subject to
a 10% penalty tax. Consult your tax advisor.
THE COMPANY'S AND THE FUNDS CUSTOMERS. Sales literature for the
Variable Account and the Funds may refer to the number of clients which they
serve.
THE COMPANY'S ASSETS, SIZE. The Company may discuss its
general financial condition (see, for example, the references to Standard &
Poor's, Duff & Phelps and A.M. Best Company above); it may refer to its assets;
it may also discuss its
<PAGE>
-11-
relative size and/or ranking among companies in the industry or among any
sub-classification of those companies, based upon recognized evaluation
criteria. For example, at December 31, 1997, the Company was the 37th largest
U.S. life insurance company based upon overall assets and its ultimate parent
company, Sun Life Assurance Company of Canada, was the 21st largest.
COMPOUND INTEREST ILLUSTRATIONS. These will emphasize several
advantages of the variable annuity contract. For example, but not by way of
limitation, the literature may emphasize the potential savings through tax
deferral; the potential advantage of the Variable Account over the Fixed
Account; and the compounding effect when a participant makes regular deposits to
his or her account.
The Company may use hypothetical illustrations of the benefits of tax
deferral, including but not limited to the following chart:
The chart below assumes an initial investment of $10,000 which remains
fully invested for the entire time period, an 8% annual return, and a 33%
combined federal and state income tax rate. It compares how three different
investments might fare over 10, 20, and 30 years. The first example illustrates
an investment in a non-tax-deferred account and assumes that taxes are paid
annually out of that account. The second example illustrates how the same
investment would grow in a tax-deferred investment, such as an annuity. And the
third example illustrates the net value of the tax-deferred investment after
paying taxes on the full account value.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
10 YEARS 20 YEARS 30 YEARS
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Non-Tax-Deferred Account $16,856 $28,413 $ 47,893
- --------------------------------------------------------------------------------
Tax-Deferred Account $21,589 $46,610 $100,627
- --------------------------------------------------------------------------------
Tax-Deferred Account After $17,765 $34,528 $ 70,720
- --------------------------------------------------------------------------------
Paying Taxes
- --------------------------------------------------------------------------------
</TABLE>
THIS ILLUSTRATION IS HYPOTHETICAL AND DOES NOT REPRESENT THE PROJECTED
PERFORMANCE OF THE FUTURITY FOCUS VARIABLE ANNUITY OR ANY OF ITS INVESTMENT
OPTIONS. THE ILLUSTRATION DOES NOT REFLECT THE DEDUCTION OF ANY CHARGES OR
FEES RELATED TO PORTFOLIO MANAGEMENT, MORTALITY AND EXPENSE, OR ACCOUNT
ADMINISTRATION. TAXES ON EARNINGS WITHIN AN ANNUITY ARE DUE UPON WITHDRAWAL.
WITHDRAWALS MAY ALSO BE SUBJECT TO SURRENDER CHARGES AND, IF MADE PRIOR TO
AGE 59 1/2, A 10% FEDERAL PENALTY TAX.
<PAGE>
-12-
CALCULATIONS
EXAMPLE OF VARIABLE ACCUMULATION UNIT VALUE CALCULATION
Suppose the net asset value of a Fund share at the end of the
current valuation period is $18.38; at the end of the immediately preceding
valuation period was $18.32; the Valuation Period is one day; and no
dividends or distributions caused Fund shares to go "ex-dividend"
during the current Valuation Period. $18.38 divided by $18.32 is 1.00327511.
Subtracting the one day risk factor for mortality and expense risks and the
administrative expense charge of .00003133 (the daily equivalent of the
current maximum charge of 1.15% on an annual basis) gives a net investment
factor of 1.00324378. If the value of the variable accumulation unit for the
immediately preceding valuation period had been 14.5645672, the value for the
current valuation period would be 14.6118151 (14.5645672 X 1.00324378).
EXAMPLE OF VARIABLE ANNUITY UNIT CALCULATION
Suppose the circumstances of the first example exist, and the value of
an annuity unit for the immediately preceding valuation period had been
12.3456789. If the first variable annuity payment is determined by using an
annuity payment based on an assumed interest rate of 3% per year, the value
of the annuity unit for the current valuation period would be 12.3847226
(12.3456789 X 1.00324378 (the Net Investment Factor) X 0.99991902).
0.99991902 is the factor, for a one day Valuation Period, that neutralizes
the assumed interest rate of 3% per year used to establish the Annuity
Payment Rates found in certain Contracts.
EXAMPLE OF VARIABLE ANNUITY PAYMENT CALCULATION
Suppose that a Participant Account is credited with 8,765.4321 variable
accumulation units of a particular Sub-Account but is not credited with
any fixed accumulation units; that the variable accumulation unit value and
the annuity unit value for the particular Sub-Account for the valuation
period which ends immediately preceding the annuity commencement date are
14.5645672 and 12.3456789 respectively; that the annuity payment rate for the
age and option elected is $6.78 per $1,000; and that the annuity unit value
on the day prior to the second variable annuity payment date is 12.3847226.
The first variable annuity payment would be $865.57 (8,765.4321 X 14.5645672
X 6.78 divided by 1,000). The number of annuity units credited would be
70.1112 ($865.57 divided by 12.3456789) and the second variable annuity
payment would be $868.28 (70.1112 X 12.3847226).
CALCULATION OF ANNUITY VALUES
The Fixed Annuity Unit Value for each Sub-Account is $10.00 for the
first Valuation Period of the Sub-Account. For subsequent Valuation periods,
the Variable Annuity Unit Value for the Sub-Account is the previous Variable
Annuity Unit Value times the Net Investment Factor for the Sub-Account.
DISTRIBUTION OF THE CONTRACTS
We offer the Contracts on a continuous basis. The Contracts are sold
by licensed insurance agents in those states where the Contracts may be lawfully
sold. Such agents will be registered representatives of broker-dealers
registered under the Securities Exchange Act of 1934 who are members of the
National Association of Securities Dealers, Inc. and who have entered into
distribution agreements with the Company and the general distributor and
principal underwriter of the Contracts, Clarendon Insurance Agency, Inc.
("Clarendon"), One Sun Life Executive Park, Wellesley Hills, Massachusetts
02481. Clarendon is a wholly-owned subsidiary of the Company. Clarendon is
registered with the SEC under the Securities Exchange Act of 1934 as
broker-dealer and is a member of the National Association of Securities Dealers,
Inc. Clarendon also acts as the general distributor of certain other annuity
contracts issued by the Company and its wholly-owned subsidiary, Sun Life
Insurance and Annuity Company of New York, and variable life insurance contracts
issued by the Company.
Commissions and other distribution compensation will be paid by the
Company to the selling agents and will not be more than 1.20% of Purchase
Payments. In addition, after the first Account Year, broker-dealers who have
entered into distribution agreements with the Company may receive an annual
renewal commission of no more than 1.00% of the Participant's Account Value. In
addition to commissions, the Company may, from time to time, pay or allow
additional promotional incentives, in the form of cash or other compensation.
The Company reserves the right to offer these additional incentives only to
certain
<PAGE>
-13-
broker-dealers that sell or are expected to sell during specified time
periods certain minimum amounts of the Contracts or Certificates or other
contracts offered by the Company. Promotional incentives may change at any
time. Commissions will not be paid with respect to Participant Accounts
established for the personal account of employees of the Company or any of
its affiliates, or of persons engaged in the distribution of the Contracts,
or of immediate family members of such employees or persons. In addition,
commissions may be waived or reduced in connection with certain transactions
described in the Prospectus under the heading "Waivers; Reduced Charges;
Credits; Bonus Guaranteed Interest Rates."
DESIGNATION AND CHANGE OF BENEFICIARY
The Beneficiary designation in the Application will remain in effect
until changed.
Subject to the rights of an irrevocably designated Beneficiary, you
may change or revoke the designation of Beneficiary by filing the change or
revocation with us in the form we require. The change or revocation will not be
binding on us until we receive it. When we receive it, the change or revocation
will be effective as of the date on which it was signed, but the change or
revocation will be without prejudice to us on account of any payment we make or
any action we take before receiving the change or revocation.
Please refer to the terms of your particular retirement plan and any
applicable legislation for any restrictions on the beneficiary designation.
CUSTODIAN
We are the Custodian of the assets of the Variable Account. We
will purchase Fund shares at net asset value in connection with amounts
allocated to the Sub-Accounts in accordance with your instructions, and we
will redeem Fund shares at net asset value for the purpose of meeting the
contractual obligations of the Variable Account, paying charges relative to
the Variable Account or making adjustments for annuity reserves held in the
Variable Account.
FINANCIAL STATEMENTS
The Financial Statements of Sun Life of Canada (U.S.) Variable
Account F for the year ended December 31, 1998 included in this Statement of
Additional Information have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report appearing herein, and are
included in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
<PAGE>
-14-
FUTURITY AND FUTURITY II SUB-ACCOUNTS INCLUDED IN SUN LIFE OF CANADA (U.S.)
VARIABLE ACCOUNT F
STATEMENT OF CONDITION -- December 31, 1998
<TABLE>
<CAPTION>
ASSETS:
Investments in: Shares Cost Value
---------- ------------ ------------
<S> <C> <C> <C>
AIM Variable Insurance Funds, Inc.
V.I. Capital Appreciation Fund
("AIM1")........................... 61,653 $ 1,425,203 $ 1,553,666
V.I. Growth Fund ("AIM2")........... 103,597 2,338,409 2,569,205
V.I. Growth and Income Fund
("AIM3")........................... 159,010 3,374,591 3,776,476
V.I. International Equity Fund
("AIM4")........................... 122,897 2,275,430 2,411,238
The Alger American Fund
Growth Portfolio ("AL1")............ 68,386 3,143,210 3,639,502
Income and Growth Portfolio
("AL2")............................ 177,491 2,056,754 2,328,678
Small Capitalization Portfolio
("AL3")............................ 18,330 709,561 805,956
Goldman Sachs Variable Insurance Trust
CORE Large Cap Growth Fund
("GS1")............................ 199,410 2,099,757 2,329,110
CORE Small Cap Equity Fund
("GS2")............................ 31,269 272,617 282,676
CORE US Equity Fund ("GS3")......... 281,905 2,922,399 3,219,352
Growth and Income Fund ("GS4")...... 176,926 1,920,797 1,848,880
International Equity Fund ("GS5")... 27,320 308,722 325,384
J.P. Morgan Series Trust II
Equity Portfolio ("JP1")............ 201,127 3,112,186 3,185,847
International Equity Portfolio
("JP2")............................ 46,142 478,044 485,416
Small Cap Stock Portfolio ("JP3")... 16,051 191,610 190,370
Lord Abbett Series Fund, Inc.
Growth and Income Portfolio
("LA1")............................ 163,870 3,361,117 3,382,278
MFS/Sun Life Series Trust
Capital Appreciation Series
("CAS")............................ 100,566 3,989,435 4,619,240
Emerging Growth Series ("EGS")...... 209,516 4,099,958 4,877,239
Government Securities Series
("GSS")............................ 122,595 1,629,018 1,642,109
High Yield Series ("HYS")........... 230,697 2,116,785 2,113,993
Money Market Series ("MMS")......... 3,829,919 3,829,919 3,829,919
Utilities Series ("UTS")............ 169,613 2,694,298 2,897,748
OCC Accumulation Trust
Equity Portfolio ("OP1")............ 99,730 3,657,753 3,859,556
Mid Cap Portfolio ("OP2")........... 92,501 863,619 905,583
Small Cap Portfolio ("OP3")......... 30,984 686,779 715,731
Managed Portfolio ("OP4")........... 24 999 1,053
Salomon Brothers Variable Series
Funds, Inc.
Variable Capital Fund ("SB1")....... 19,989 207,998 231,269
Variable Investors Fund ("SB2")..... 29,980 310,630 330,084
Variable Strategic Bond Fund
("SB3")............................ 287,433 2,978,552 2,911,700
Variable Total Return Fund
("SB4")............................ 286,820 2,918,463 2,982,932
Sun Capital Advisers Trust
Sun Capital Money Market Fund
("SCA1")........................... 2,003 2,003 2,003
Sun Capital Investment Grade Bond
Fund ("SCA2")...................... 1,808 18,012 18,033
Sun Capital Real Estate Fund
("SCA3")........................... 721 6,999 7,096
Warburg Pincus Trust
Emerging Markets Portolio ("WP1")... 20,125 168,179 164,827
International Equity Portfolio
("WP2")............................ 15,073 167,510 165,652
Post-Venture Capital Portfolio
("WP3")............................ 11,625 129,509 136,947
Small Company Growth Portfolio
("WP4")............................ 23,191 341,750 371,281
------------ ------------
$ 60,808,575 $ 65,118,029
------------
------------
LIABILITY:
Payable to sponsor................................................ (475)
------------
Net assets.................................................. $ 65,117,554
------------
------------
</TABLE>
See notes to financial statements
<PAGE>
-15-
FUTURITY AND FUTURITY II SUB-ACCOUNTS INCLUDED IN SUN LIFE OF CANADA (U.S.)
VARIABLE ACCOUNT F
STATEMENT OF CONDITION -- December 31, 1998 -- continued
<TABLE>
<CAPTION>
Applicable to Owners of
Deferred Variable Annuity Contracts Reserve for
----------------------------------- Variable
Units Unit Value Value Annuities Total
--------- ---------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
NET ASSETS APPLICABLE TO CONTRACT OWNERS:
FUTURITY CONTRACTS:
AIM Variable Insurance Funds, Inc.
V.I. Capital Appreciation Fund........... 141,292 $11.2634 $ 1,552,536 $ -- $ 1,552,536
V.I. Growth Fund......................... 204,502 12.5052 2,557,319 -- 2,557,319
V.I. Growth and Income Fund.............. 332,662 11.2957 3,757,624 -- 3,757,624
V.I. International Equity Fund........... 216,812 10.9969 2,384,292 -- 2,384,292
The Alger American Fund
Growth Portfolio......................... 285,990 12.6460 3,616,606 -- 3,616,606
Income and Growth Portfolio.............. 194,995 11.8414 2,308,987 -- 2,308,987
Small Capitalization Portfolio........... 77,472 10.3887 804,820 -- 804,820
Goldman Sachs Variable Insurance Trust
CORE Large Cap Growth Fund............... 210,952 11.0000 2,320,458 -- 2,320,458
CORE Small Cap Equity Fund............... 31,476 8.9463 281,589 -- 281,589
CORE US Equity Fund...................... 282,488 11.3062 3,193,980 -- 3,193,980
Growth and Income Fund................... 199,770 9.2498 1,847,844 -- 1,847,844
International Equity Fund................ 30,394 10.5032 319,257 -- 319,257
J.P. Morgan Series Trust II
Equity Portfolio......................... 293,787 10.8269 3,180,766 -- 3,180,766
International Opportunities Portfolio.... 52,419 9.2403 484,365 -- 484,365
Small Company Portfolio.................. 22,655 8.3553 189,285 -- 189,285
Lord Abbett Series Fund, Inc.
Growth and Income Portfolio.............. 333,805 10.0766 3,363,604 -- 3,363,604
MFS/Sun Life Series Trust
Capital Appreciation Series.............. 403,733 11.3759 4,592,910 -- 4,592,910
Emerging Growth Series................... 397,132 12.1772 4,835,955 -- 4,835,955
Government Securities Series............. 150,350 10.5829 1,591,131 40,272 1,631,403
High Yield Series........................ 217,924 9.6667 2,106,712 -- 2,106,712
Money Market Series...................... 371,404 10.3120 3,829,919 -- 3,829,919
Utilities Series......................... 278,221 10.3843 2,889,100 -- 2,889,100
OCC Accumulation Trust
Equity Portfolio......................... 363,748 10.5664 3,843,506 -- 3,843,506
Mid Cap Portfolio........................ 93,160 9.7036 903,990 -- 903,990
Small Cap Portfolio...................... 86,567 8.2560 714,696 -- 714,696
Salomon Brothers Variable Series Funds,
Inc.
Variable Capital Fund.................... 21,329 10.8433 231,269 -- 231,269
Variable Investors Fund.................. 32,282 10.2249 330,084 -- 330,084
Variable Strategic Bond Fund............. 277,473 10.4937 2,911,700 -- 2,911,700
Variable Total Return Fund............... 293,921 10.1488 2,982,932 -- 2,982,932
Warburg Pincus Trust
Emerging Markets Portfolio............... 22,480 7.2856 163,778 -- 163,778
International Equity Portfolio........... 18,253 9.0185 164,615 -- 164,615
Post-Venture Capital Portfolio........... 14,715 9.2305 135,822 -- 135,822
Small Company Growth Portfolio........... 41,843 8.8466 370,171 -- 370,171
------------ ----------- ------------
$ 64,761,622 $ 40,272 $ 64,801,894
------------ ----------- ------------
------------ ----------- ------------
</TABLE>
See notes to financial statements
<PAGE>
-16-
FUTURITY AND FUTURITY II SUB-ACCOUNTS INCLUDED IN SUN LIFE OF CANADA (U.S.)
VARIABLE ACCOUNT F
STATEMENT OF CONDITION -- December 31, 1998 -- continued
<TABLE>
<CAPTION>
Applicable to Owners of
Deferred Variable Annuity Contracts Reserve for
----------------------------------- Variable
Units Unit Value Value Annuities Total
--------- ---------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
FUTURITY II CONTRACTS:
AIM Variable Insurance Funds, Inc.
V.I. Capital Appreciation Fund........... 100 $11.2991 $ 1,130 $ -- $ 1,130
V.I. Growth Fund......................... 1,049 11.3293 11,886 -- 11,886
V.I. Growth & Income Fund................ 1,704 11.0655 18,852 -- 18,852
V.I. International Equity Fund........... 2,553 10.5553 26,946 -- 26,946
The Alger American Fund
Growth Portfolio......................... 2,044 11.1993 22,896 -- 22,896
Income and Growth Portfolio.............. 1,785 11.0273 19,691 -- 19,691
Small Capitalization Portfolio........... 100 11.3603 1,136 -- 1,136
Goldman Sachs Variable Insurance Trust.....
CORE Large-Cap Growth Fund............... 786 11.0085 8,652 -- 8,652
CORE Small Cap Equity Fund............... 100 10.8679 1,087 -- 1,087
CORE US Equity Fund...................... 2,341 10.8370 25,372 25,372
Growth and Income Fund................... 100 10.3642 1,036 -- 1,036
International Equity Fund................ 578 10.5999 6,127 -- 6,127
J.P. Morgan Series Trust II................
Equity Portfolio......................... 474 10.7114 5,081 -- 5,081
International Opportunities Portfolio.... 100 10.5058 1,051 -- 1,051
Small Company Portfolio.................. 100 10.8537 1,085 -- 1,085
Lord Abbett Series Fund, Inc.
Growth and Income Portfolio.............. 1,763 10.5917 18,674 -- 18,674
MFS/Sun Life Series Trust
Capital Appreciation Series.............. 2,367 11.1244 26,330 -- 26,330
Emerging Growth Series................... 3,662 11.2723 41,284 -- 41,284
Government Securities Series............. 1,027 9.9595 10,231 -- 10,231
High Yield Series........................ 729 9.9916 7,281 -- 7,281
Utilities Series......................... 821 10.5369 8,648 -- 8,648
OCC Accumulation Trust
Equity Portfolio......................... 1,517 10.5784 16,050 -- 16,050
Mid Cap Portfolio........................ 150 10.6171 1,593 -- 1,593
Small Cap Portfolio...................... 100 10.3520 1,035 -- 1,035
Managed Portfolio........................ 100 10.5329 1,053 -- 1,053
Sun Capital Advisers Trust
Sun Capital Money Market Fund............ 200 10.0143 2,003 -- 2,003
Sun Capital Investment Grade Bond Fund... 1,806 9.9809 18,033 -- 18,033
Sun Capital Real Estate Fund............. 705 10.0837 7,096 -- 7,096
Warburg Pincus Trust
Emerging Markets Portfolio............... 100 10.4931 1,049 -- 1,049
International Equity Portfolio........... 100 10.3709 1,037 -- 1,037
Post-Venture Capital Portfolio........... 100 11.2546 1,125 -- 1,125
Small Company Growth Portfolio........... 100 11.0954 1,110 -- 1,110
------------ ----------- ------------
$ 315,660 $ -- $ 315,660
------------ ----------- ------------
$ 65,077,282 $ 40,272 $ 65,117,554
------------ ----------- ------------
------------ ----------- ------------
</TABLE>
See notes to financial statements
<PAGE>
-17-
FUTURITY AND FUTURITY II SUB-ACCOUNTS INCLUDED IN SUN LIFE OF CANADA (U.S.)
VARIABLE ACCOUNT F
STATEMENT OF OPERATIONS -- Period Ended December 31, 1998
<TABLE>
<CAPTION>
AIM1 AIM2 AIM3 AIM4 AL1
Sub-Account* Sub-Account* Sub-Account** Sub-Account* Sub-Account**
------------- -------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received............... $ 6,285 $ 156,348 $ 44,556 $ 18,795 $ 15,307
Mortality and expense risk charges.... (5,754) (10,256) (10,435) (9,450) (8,129)
Distribution expense charges.......... (690) (1,231) (1,252) (1,134) (975)
------------- -------------- ------------- ------------- -------------
Net investment income (loss)...... $ (159) $ 144,861 $ 32,869 $ 8,211 $ 6,203
------------- -------------- ------------- ------------- -------------
REALIZED AND UNREALIZED GAINS (LOSSES):
Realized gains (losses) on investment
transactions:
Proceeds from sales................. $ 51,118 $ 262,798 $ 194,277 $ 606,332 $ 134,431
Cost of investments sold............ (57,244) (260,107) (194,824) (658,114) (152,992)
------------- -------------- ------------- ------------- -------------
Net realized gain (losses)........ $ (6,126) $ 2,691 $ (547) $ (51,782) $ (18,561)
------------- -------------- ------------- ------------- -------------
Net unrealized appreciation on
investments:
End of period....................... $128,463 $ 230,796 $ 401,885 $ 135,808 $ 496,292
Beginning of period................. -- -- -- -- --
------------- -------------- ------------- ------------- -------------
Change in unrealized
appreciation..................... $128,463 $ 230,796 $ 401,885 $ 135,808 $ 496,292
------------- -------------- ------------- ------------- -------------
Realized and unrealized gains....... $122,337 $ 233,487 $ 401,338 $ 84,026 $ 477,731
------------- -------------- ------------- ------------- -------------
INCREASE IN NET ASSETS FROM
OPERATIONS............................. $122,178 $ 378,348 $ 434,207 $ 92,237 $ 483,934
------------- -------------- ------------- ------------- -------------
------------- -------------- ------------- ------------- -------------
<CAPTION>
AL3 GS1 GS2 GS3 GS4
Sub-Account** Sub-Account*** Sub-Account* Sub-Account* Sub-Account*
------------- -------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received............... $ 833 $ 3,540 $ 874 $ 14,485 $ 16,477
Mortality and expense risk charges.... (2,460) (8,520) (1,123) (13,699) (9,031)
Distribution expense charges.......... (296) (1,022) (134) (1,644) (1,084)
------------- -------------- ------------- ------------- -------------
Net investment income (loss)...... $ (1,923) $ (6,002) $ (383) $ (858) $ 6,362
------------- -------------- ------------- ------------- -------------
REALIZED AND UNREALIZED LOSSES:
Realized losses on investment
transactions:
Proceeds from sales................. $ 28,682 $ 145,615 $ 31,350 $ 420,752 $ 53,455
Cost of investments sold............ (31,697) (152,360) (36,619) (430,572) (62,276)
------------- -------------- ------------- ------------- -------------
Net realized losses............... $ (3,015) $ (6,745) $ (5,269) $ (9,820) $ (8,821)
------------- -------------- ------------- ------------- -------------
Net unrealized appreciation
(depreciation) on investments:
End of period....................... $ 96,395 $ 229,353 $ 10,059 $ 296,953 $ (71,917)
Beginning of period................. -- -- -- -- --
------------- -------------- ------------- ------------- -------------
Change in unrealized appreciation
(depreciation)................... $ 96,395 $ 229,353 $ 10,059 $ 296,953 $ (71,917)
------------- -------------- ------------- ------------- -------------
Realized and unrealized gains
(losses)........................... $ 93,380 $ 222,608 $ 4,790 $ 287,133 $ (80,738)
------------- -------------- ------------- ------------- -------------
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS.................... $ 91,457 $ 216,606 $ 4,407 $ 286,275 $ (74,376)
------------- -------------- ------------- ------------- -------------
------------- -------------- ------------- ------------- -------------
<CAPTION>
AL2
Sub-Account**
-------------
<S> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received............... $ 14,144
Mortality and expense risk charges.... (6,477)
Distribution expense charges.......... (777)
-------------
Net investment income (loss)...... $ 6,890
-------------
REALIZED AND UNREALIZED GAINS (LOSSES):
Realized gains (losses) on investment
transactions:
Proceeds from sales................. $ 70,034
Cost of investments sold............ (75,270)
-------------
Net realized gain (losses)........ $ (5,236)
-------------
Net unrealized appreciation on
investments:
End of period....................... $271,924
Beginning of period................. --
-------------
Change in unrealized
appreciation..................... $271,924
-------------
Realized and unrealized gains....... $266,688
-------------
INCREASE IN NET ASSETS FROM
OPERATIONS............................. $273,578
-------------
-------------
GS5
Sub-Account+
-------------
<S> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received............... $ 2,340
Mortality and expense risk charges.... (1,316)
Distribution expense charges.......... (158)
-------------
Net investment income (loss)...... $ 866
-------------
REALIZED AND UNREALIZED LOSSES:
Realized losses on investment
transactions:
Proceeds from sales................. $ 40,264
Cost of investments sold............ (43,080)
-------------
Net realized losses............... $ (2,816)
-------------
Net unrealized appreciation
(depreciation) on investments:
End of period....................... $ 16,662
Beginning of period................. --
-------------
Change in unrealized appreciation
(depreciation)................... $ 16,662
-------------
Realized and unrealized gains
(losses)........................... $ 13,846
-------------
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS.................... $ 14,712
-------------
-------------
</TABLE>
*For the period February 20, 1998 (commencement of operations) through
December 31, 1998.
**For the period March 27, 1998 (commencement of operations) through December
31, 1998.
***For the period March 12, 1998 (commencement of operations) through December
31, 1998.
+For the period March 17, 1998 (commencement of operations) through December
31, 1998.
See notes to financial statements
<PAGE>
-18-
FUTURITY AND FUTURITY II SUB-ACCOUNTS INCLUDED IN SUN LIFE OF CANADA (U.S.)
VARIABLE ACCOUNT F
STATEMENT OF OPERATIONS -- Period Ended December 31, 1998 -- continued
<TABLE>
<CAPTION>
JP1 JP2 JP3 LA1 CAS
Sub-Account** Sub-Account** Sub-Account** Sub-Account** Sub-Account*
-------------- ------------ -------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received............... $ 241,743 $ 4,493 $ 4,121 $ 205,897 $ 9,457
Mortality and expense risk charges.... (8,628) (1,808) (717) (11,202) (16,870)
Distribution expense charges.......... (1,035) (217) (86) (1,344) (2,024)
-------------- ------------ -------------- ------------- -------------
Net investment income (loss)...... $ 232,080 $ 2,468 $ 3,318 $ 193,351 $ (9,437)
-------------- ------------ -------------- ------------- -------------
REALIZED AND UNREALIZED LOSSES:
Realized losses on investment
transactions:
Proceeds from sales................. $ 576,853 $ 10,067 $ 55,312 $ 315,782 $ 1,184,955
Cost of investments sold............ (618,907) (11,959) (58,372) (319,246) (1,219,402)
-------------- ------------ -------------- ------------- -------------
Net realized losses............... $ (42,054) $ (1,892) $ (3,060) $ (3,464) $ (34,447)
-------------- ------------ -------------- ------------- -------------
Net unrealized appreciation
(depreciation) on investments:
End of period....................... $ 73,661 $ 7,372 $ (1,240) $ 21,161 $ 629,805
Beginning of period................. -- -- -- -- --
-------------- ------------ -------------- ------------- -------------
Change in unrealized appreciation
(depreciation)................... $ 73,661 $ 7,372 $ (1,240) $ 21,161 $ 629,805
-------------- ------------ -------------- ------------- -------------
Realized and unrealized gains
(losses)........................... $ 31,607 $ 5,480 $ (4,300) $ 17,697 $ 595,358
-------------- ------------ -------------- ------------- -------------
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS............................. $ 263,687 $ 7,948 $ (982) $ 211,048 $ 585,921
-------------- ------------ -------------- ------------- -------------
-------------- ------------ -------------- ------------- -------------
<CAPTION>
GSS HYS MMS UTS OP1
Sub-Account*** Sub-Account* Sub-Account*** Sub-Account** Sub-Account***
-------------- ------------ -------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received............... $ 1,514 $ 9,226 $ 69,015 $ 2,328 $ 296
Mortality and expense risk charges.... (5,898) (8,450) (17,964) (9,095) (12,274)
Distribution expense charges.......... (708) (1,015) (2,156) (1,092) (1,473)
-------------- ------------ -------------- ------------- -------------
Net investment income (loss)...... $ (5,092) $ (239) $ 48,895 $ (7,859) $ (13,451)
-------------- ------------ -------------- ------------- -------------
REALIZED AND UNREALIZED GAINS (LOSSES):
Realized gains (losses) on investment
transactions:
Proceeds from sales................. $ 658,482 $ 201,108 $ 6,791,349 $ 61,276 $ 121,931
Cost of investments sold............ (635,156) (218,864) (6,791,349) (62,407) (137,860)
-------------- ------------ -------------- ------------- -------------
Net realized gains (losses)....... $ 23,326 $ (17,756) $ -- $ (1,131) $ (15,929)
-------------- ------------ -------------- ------------- -------------
Net unrealized appreciation
(depreciation) on investments:
End of period....................... $ 13,091 $ (2,792) $ -- $ 203,450 $ 201,803
Beginning of period................. -- -- -- -- --
-------------- ------------ -------------- ------------- -------------
Change in unrealized appreciation
(depreciation)....................... $ 13,091 $ (2,792) $ -- $ 203,450 $ 201,803
-------------- ------------ -------------- ------------- -------------
Realized and unrealized gains
(losses)........................... $ 36,417 $ (20,548) $ -- $ 202,319 $ 185,874
-------------- ------------ -------------- ------------- -------------
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS............................. $ 31,325 $ (20,787) $ 48,895 $ 194,460 $ 172,423
-------------- ------------ -------------- ------------- -------------
-------------- ------------ -------------- ------------- -------------
<CAPTION>
EGS
Sub-Account***
--------------
<S> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received............... $ 9,770
Mortality and expense risk charges.... (17,496)
Distribution expense charges.......... (2,099)
--------------
Net investment income (loss)...... $ (9,825)
--------------
REALIZED AND UNREALIZED LOSSES:
Realized losses on investment
transactions:
Proceeds from sales................. $ 1,285,214
Cost of investments sold............ (1,329,156)
--------------
Net realized losses............... $ (43,942)
--------------
Net unrealized appreciation
(depreciation) on investments:
End of period....................... $ 777,281
Beginning of period................. --
--------------
Change in unrealized appreciation
(depreciation)................... $ 777,281
--------------
Realized and unrealized gains
(losses)........................... $ 733,339
--------------
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS............................. $ 723,514
--------------
--------------
OP2
Sub-Account***
--------------
<S> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received............... $ 4,411
Mortality and expense risk charges.... (3,729)
Distribution expense charges.......... (447)
--------------
Net investment income (loss)...... $ 235
--------------
REALIZED AND UNREALIZED GAINS (LOSSES):
Realized gains (losses) on investment
transactions:
Proceeds from sales................. $ 185,099
Cost of investments sold............ (204,397)
--------------
Net realized gains (losses)....... $ (19,298)
--------------
Net unrealized appreciation
(depreciation) on investments:
End of period....................... $ 41,964
Beginning of period................. --
--------------
Change in unrealized appreciation
(depreciation)....................... $ 41,964
--------------
Realized and unrealized gains
(losses)........................... $ 22,666
--------------
INCREASE (DECREASE) IN NET ASSETS FROM
OPERATIONS............................. $ 22,901
--------------
--------------
</TABLE>
*For the period February 26, 1998 (commencement of operations) through
December 31, 1998.
**For the period March 27, 1998 (commencement of operations) through December
31, 1998.
***For the period February 20, 1998 (commencement of operations) through
December 31, 1998.
See notes to financial statements
<PAGE>
-19-
FUTURITY AND FUTURITY II SUB-ACCOUNTS INCLUDED IN SUN LIFE OF CANADA (U.S.)
VARIABLE ACCOUNT F
STATEMENT OF OPERATIONS -- Period Ended December 31, 1998 -- continued
<TABLE>
<CAPTION>
OP3 OP4 SB1 SB2 SB3 SB4
Sub-Account** Sub-Account+ Sub-Account** Sub-Account** Sub-Account* Sub-Account**
------------- ------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received.......... $ -- $ -- $ 4,723 $ 1,344 $ 133,766 $51,585
Mortality and expense risk
charges......................... (1,648) (1) (1,045) (1,425) (11,087) (10,981)
Distribution expense charges..... (198) -- (125) (171) (1,331) (1,318)
------------- ------------- ------------- ------------- ------------- ------------
Net investment income
(loss)...................... $ (1,846) $ (1) $ 3,553 $ (252) $ 121,348 $39,286
------------- ------------- ------------- ------------- ------------- ------------
REALIZED AND UNREALIZED GAINS
(LOSSES):
Realized gains (losses) on
investment transactions:
Proceeds from sales............ $ 41,674 $ -- $ 14,423 $ 17,667 $ 287,467 $76,303
Cost of investments sold....... (48,893) -- (16,180) (18,524) (277,837) (77,449)
------------- ------------- ------------- ------------- ------------- ------------
Net realized gains
(losses).................... $ (7,219) $ -- $ (1,757) $ (857) $ 9,630 $(1,146)
------------- ------------- ------------- ------------- ------------- ------------
Net unrealized appreciation
(depreciation) on investments:
End of period.................. $ 28,952 $ 54 $ 23,271 $ 19,454 $ (66,852) $64,469
Beginning of period............ -- -- -- -- -- --
------------- ------------- ------------- ------------- ------------- ------------
Change in unrealized
appreciation
(depreciation).............. $ 28,952 $ 54 $ 23,271 $ 19,454 $ (66,852) $64,469
------------- ------------- ------------- ------------- ------------- ------------
Realized and unrealized gains
(losses)...................... $ 21,733 $ 54 $ 21,514 $ 18,597 $ (57,222) $63,323
------------- ------------- ------------- ------------- ------------- ------------
INCREASE IN NET ASSETS FROM
OPERATIONS........................ $ 19,887 $ 53 $ 25,067 $ 18,345 $ 64,126 $102,609
------------- ------------- ------------- ------------- ------------- ------------
------------- ------------- ------------- ------------- ------------- ------------
<CAPTION>
SCA1 SCA2 SCA3 WP1 WP2 WP3
Sub-Account+ Sub-Account+ Sub-Account+ Sub-Account* Sub-Account** Sub-Account**
------------- ------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received.......... $ 4 $ 18 $-- $-- $ -- $--
Mortality and expense risk
charges......................... (1) (4) (1) (606) (1,215) (478)
Distribution expense charges..... -- (1) -- (73) (146) (57)
------------- ------------- ------------- ------------- ------------- ------------
Net investment income
(loss)...................... $ 3 $ 13 $ (1) $ (679) $ (1,361) $ (535)
------------- ------------- ------------- ------------- ------------- ------------
REALIZED AND UNREALIZED LOSSES:
Realized losses on investment
transactions:
Proceeds from sales............ $ 1 $ 5 $ 1 $ 10,430 $ 969,366 $ 1,327
Cost of investments sold....... (1) (6) (1) (15,247) (1,002,396) (1,566)
------------- ------------- ------------- ------------- ------------- ------------
Net realized losses.......... $-- $ (1) $-- $ (4,817) $ (33,030) $ (239)
------------- ------------- ------------- ------------- ------------- ------------
Net unrealized appreciation
(depreciation) on investments:
End of period.................. $-- $ 21 $ 97 $ (3,352) $ (1,858) $ 7,438
Beginning of period............ -- -- -- -- -- --
------------- ------------- ------------- ------------- ------------- ------------
Change in unrealized
appreciation
(depreciation).............. $-- $ 21 $ 97 $ (3,352) $ (1,858) $ 7,438
------------- ------------- ------------- ------------- ------------- ------------
Realized and unrealized gains
(losses)...................... $-- $ 20 $ 97 $ (8,169) $ (34,888) $ 7,199
------------- ------------- ------------- ------------- ------------- ------------
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS................... $ 3 $ 33 $ 96 $ (8,848) $ (36,249) $ 6,664
------------- ------------- ------------- ------------- ------------- ------------
------------- ------------- ------------- ------------- ------------- ------------
</TABLE>
*For the period February 20, 1998 (commencement of operations) through December
31, 1998.
**For the period March 27, 1998 (commencement of operations) through December
31, 1998.
+For the period December 15, 1998 (commencement of operations) through December
31, 1998.
See notes to financial statements
<PAGE>
-20-
FUTURITY AND FUTURITY II SUB-ACCOUNTS INCLUDED IN SUN LIFE OF CANADA (U.S.)
VARIABLE ACCOUNT F
STATEMENT OF OPERATIONS -- Period Ended December 31, 1998 -- continued
<TABLE>
<CAPTION>
WP4
Sub-Account** Total
------------- -------------
<S> <C> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received............... $ -- $ 1,047,695
Mortality and expense risk charges.... (2,028) (231,301)
Distribution expense charges.......... (243) (27,756)
------------- -------------
Net investment income (loss)...... $ (2,271) $ 788,638
------------- -------------
REALIZED AND UNREALIZED LOSSES:
Realized losses on investment
transactions:
Proceeds from sales................. $ 130,688 15,035,888
Cost of investments sold............ (156,790) (15,377,120)
------------- -------------
Net realized losses............... $ (26,102) $ (341,232)
------------- -------------
Net unrealized appreciation on
investments:
End of period....................... $ 29,531 4,309,454
Beginning of period................. -- --
------------- -------------
Change in unrealized
appreciation...................... $ 29,531 $ 4,309,454
------------- -------------
Realized and unrealized gains....... $ 3,429 $ 3,968,222
------------- -------------
INCREASE IN NET ASSETS FROM
OPERATIONS............................. $ 1,158 $ 4,756,860
------------- -------------
------------- -------------
</TABLE>
**For the period March 27, 1998 (commencement of operations) through December
31, 1998.
See notes to financial statements
<PAGE>
-21-
FUTURITY AND FUTURITY II SUB-ACCOUNTS INCLUDED IN SUN LIFE OF CANADA (U.S.)
VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
AIM1 AIM2 AIM3 AIM4 AL1 AL2
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account
------------ ------------ ------------ ------------ ------------ ------------
Period Ended Period Ended Period Ended Period Ended Period Ended Period Ended
December 31, December 31, December 31, December 31, December 31, December 31,
1998* 1998* 1998** 1998* 1998** 1998**
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss).......... $ (159) $ 144,861 $ 32,869 $ 8,211 $ 6,203 $ 6,890
Net realized gains (losses)........... (6,126) 2,691 (547) (51,782) (18,561) (5,236)
Net unrealized gains.................. 128,463 230,796 401,885 135,808 496,292 271,924
------------ ------------ ------------ ------------ ------------ ------------
Increase in net assets from
operations....................... $ 122,178 $ 378,348 $ 434,207 $ 92,237 $ 483,934 $ 273,578
------------ ------------ ------------ ------------ ------------ ------------
PARTICIPANT TRANSACTIONS:
Accumulation activity:
Purchase payments received.......... $1,229,109 $2,015,774 $2,099,297 $1,910,796 $2,399,047 $1,751,908
Net transfers between Sub-Accounts
and Fixed Account.................. 212,774 193,750 1,293,608 416,832 768,779 350,911
Withdrawals, surrenders,
annuitizations and contract
charges............................ (10,395) (18,667) (50,636) (8,627) (12,258) (47,719)
------------ ------------ ------------ ------------ ------------ ------------
Net accumulation activity......... $1,431,488 $2,190,857 $3,342,269 $2,319,001 $3,155,568 $2,055,100
------------ ------------ ------------ ------------ ------------ ------------
Increase in net assets from
participant transactions............. $1,431,488 $2,190,857 $3,342,269 $2,319,001 $3,155,568 $2,055,100
------------ ------------ ------------ ------------ ------------ ------------
Increase in net assets.............. $1,553,666 $2,569,205 $3,776,476 $2,411,238 $3,639,502 $2,328,678
NET ASSETS:
Beginning of period................... -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------
End of period......................... $1,553,666 $2,569,205 $3,776,476 $2,411,238 $3,639,502 $2,328,678
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
</TABLE>
*For the period February 20, 1998 (commencement of operations) through
December 31, 1998.
**For the period March 27, 1998 (commencement of operations) through December
31, 1998.
See notes to financial statements
<PAGE>
-22-
FUTURITY AND FUTURITY II SUB-ACCOUNTS INCLUDED IN SUN LIFE OF CANADA (U.S.)
VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
AL3 GS1 GS2 GS3 GS4 GS5
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account
------------ ------------ ------------ ------------ ------------ ------------
Period Ended Period Ended Period Ended Period Ended Period Ended Period Ended
December 31, December 31, December 31, December 31, December 31, December 31,
1998** 1998*** 1998* 1998* 1998* 1998+
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss).... $ (1,923) $ (6,002) $ (383) $ (858) $ 6,362 $ 866
Net realized losses............. (3,015) (6,745) (5,269) (9,820) (8,821) (2,816)
Net unrealized gains (loss)..... 96,395 229,353 10,059 296,953 (71,917) 16,662
------------ ------------ ------------ ------------ ------------ ------------
Increase (decrease) in net
assets from operations....... $ 91,457 $ 216,606 $ 4,407 $ 286,275 $ (74,376) $ 14,712
------------ ------------ ------------ ------------ ------------ ------------
PARTICIPANT TRANSACTIONS:
Accumulation activity:
Purchase payments received.... $ 437,232 $1,763,717 $ 258,204 $2,581,300 $1,443,172 $ 238,188
Net transfers between
Sub-Accounts and Fixed
Account...................... 285,561 357,499 20,679 407,943 493,897 72,560
Withdrawals, surrenders,
annuitizations and contract
charges...................... (8,294) (8,712) (614) (56,166) (13,813) (76)
------------ ------------ ------------ ------------ ------------ ------------
Net accumulation activity... $ 714,499 $2,112,504 $ 278,269 $2,933,077 $1,923,256 $ 310,672
------------ ------------ ------------ ------------ ------------ ------------
Increase in net assets from
participant transactions....... $ 714,499 $2,112,504 $ 278,269 $2,933,077 $1,923,256 $ 310,672
------------ ------------ ------------ ------------ ------------ ------------
Increase in net assets........ $ 805,956 $2,329,110 $ 282,676 $3,219,352 $1,848,880 $ 325,384
NET ASSETS:
Beginning of period............. -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------
End of period................... $ 805,956 $2,329,110 $ 282,676 $3,219,352 $1,848,880 $ 325,384
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
</TABLE>
*For the period February 20, 1998 (commencement of operations) through
December 31, 1998.
**For the period March 27, 1998 (commencement of operations) through December
31, 1998.
***For the period March 12, 1998 (commencement of operations) through December
31, 1998.
+For the period March 17, 1998 (commencement of operations) through December
31, 1998.
See notes to financial statements
<PAGE>
-23-
FUTURITY AND FUTURITY II SUB-ACCOUNTS INCLUDED IN SUN LIFE OF CANADA (U.S.)
VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
JP1 JP2 JP3 LA1 CAS EGS
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account
------------ ------------ ------------ ------------ ------------ ------------
Period Ended Period Ended Period Ended Period Ended Period Ended Period Ended
December 31, December 31, December 31, December 31, December 31, December 31,
1998** 1998** 1998** 1998** 1998* 1998***
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss).... $ 232,080 $ 2,468 $ 3,318 $ 193,351 $ (9,437) $ (9,825)
Net realized losses............. (42,054) (1,892) (3,060) (3,464) (34,447) (43,942)
Net unrealized gains (losses)... 73,661 7,372 (1,240) 21,161 629,805 777,281
------------ ------------ ------------ ------------ ------------ ------------
Increase(decrease) in net
assets from operations..... $ 263,687 $ 7,948 $ (982) $ 211,048 $ 585,921 $ 723,514
------------ ------------ ------------ ------------ ------------ ------------
PARTICIPANT TRANSACTIONS:
Accumulation activity:
Purchase payments received.... $1,481,091 $401,185 $126,177 $2,829,156 $1,880,023 $3,011,641
Net transfers between
Sub-Accounts and Fixed
Account...................... 1,474,721 78,547 65,945 363,979 2,200,342 1,178,725
Withdrawals, surrenders,
annuitizations and contract
charges...................... (33,652) (2,264) (770) (21,905) (47,046) (36,641)
------------ ------------ ------------ ------------ ------------ ------------
Net accumulation activity... $2,922,160 $477,468 $191,352 $3,171,230 $4,033,319 $4,153,725
------------ ------------ ------------ ------------ ------------ ------------
Annuitization activity:
Annuitizations................ $ -- $-- $-- $ -- $ -- $ --
Annuity payments.............. -- -- -- -- -- --
Annuity transfers............. -- -- -- -- -- --
Adjustments to annuity
reserve...................... -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------
Net annuitization
activity................... $ -- $-- $-- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------ ------------
Increase in net assets from
participant transactions....... $2,922,160 $477,468 $191,352 $3,171,230 $4,033,319 $4,153,725
------------ ------------ ------------ ------------ ------------ ------------
Increase in net assets........ $3,185,847 $485,416 $190,370 $3,382,278 $4,619,240 $4,877,239
NET ASSETS:
Beginning of period............. -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------
End of period................... $3,185,847 $485,416 $190,370 $3,382,278 $4,619,240 $4,877,239
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
</TABLE>
*For the period February 26, 1998 (commencement of operations) through
December 31, 1998.
**For the period March 27, 1998 (commencement of operations) through December
31, 1998.
***For the period February 20, 1998 (commencement of operations) through
December 31, 1998.
See notes to financial statements
<PAGE>
-24-
FUTURITY AND FUTURITY II SUB-ACCOUNTS INCLUDED IN SUN LIFE OF CANADA (U.S.)
VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
GSS HYS MMS UTS OP1 OP2
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account
------------ ------------ ------------ ------------ ------------ ------------
Period Ended Period Ended Period Ended Period Ended Period Ended Period Ended
December 31, December 31, December 31, December 31, December 31, December 31,
1998* 1998+ 1998* 1998** 1998* 1998*
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss).... $ (5,092) $ (239) $ 48,895 $ (7,859) $ (13,451) $ 235
Net realized gain (losses)...... 23,326 (17,756) -- (1,131) (15,929) (19,298)
Net unrealized gains (losses)... 13,091 (2,792) -- 203,450 201,803 41,964
------------ ------------ ------------ ------------ ------------ ------------
Increase (decrease) in net
assets from operations..... $ 31,325 $ (20,787) $ 48,895 $ 194,460 $ 172,423 $ 22,901
------------ ------------ ------------ ------------ ------------ ------------
PARTICIPANT TRANSACTIONS:
Accumulation activity:
Purchase payments received.... $1,300,822 $1,355,408 $5,275,423 $1,634,726 $2,532,266 $772,014
Net transfers between
Sub-Accounts and Fixed
Account...................... 323,387 786,221 (1,482,996) 1,078,739 1,176,486 114,451
Withdrawals, surrenders,
annuitizations and contract
charges...................... (92,714) (6,849) (11,403) (10,177) (21,619) (3,783)
------------ ------------ ------------ ------------ ------------ ------------
Net accumulation activity... $1,531,495 $2,134,780 $3,781,024 $2,703,288 $3,687,133 $882,682
------------ ------------ ------------ ------------ ------------ ------------
Annuitization activity:
Annuitizations................ $ 40,389 $ -- $ -- $ -- $ -- $--
Annuity payments.............. (1,490) -- -- -- -- --
Annuity transfers............. 40,390 -- -- -- -- --
Adjustments to annuity
reserve...................... (475) -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------
Net annuitization
activity................... $ 78,814 $ -- $ -- $ -- $ -- $--
------------ ------------ ------------ ------------ ------------ ------------
Increase in net assets from
participant transactions....... $1,610,309 $2,134,780 $3,781,024 $2,703,288 $3,687,133 $882,682
------------ ------------ ------------ ------------ ------------ ------------
Increase in net assets........ $1,641,634 $2,113,993 $3,829,919 $2,897,748 $3,859,556 $905,583
NET ASSETS:
Beginning of period............. -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------
End of period................... $1,641,634 $2,113,993 $3,829,919 $2,897,748 $3,859,556 $905,583
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
</TABLE>
*For the period February 20, 1998 (commencement of operations) through
December 31, 1998.
**For the period March 27, 1998 (commencement of operations) through December
31, 1998.
+For the period February 26, 1998 (commencement of operations) through
December 31, 1998.
See notes to financial statements
<PAGE>
-25-
FUTURITY AND FUTURITY II SUB-ACCOUNTS INCLUDED IN SUN LIFE OF CANADA (U.S.)
VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
OP3 OP4 SB1 SB2 SB3 SB4
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account
------------ ------------ ------------ ------------ ------------ ------------
Period Ended Period Ended Period Ended Period Ended Period Ended Period Ended
December 31, December 31, December 31, December 31, December 31, December 31,
1998** 1998* 1998** 1998** 1998*** 1998**
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss).... $ (1,846) $ (1) $ 3,553 $ (252) $ 121,348 $ 39,286
Net realized gain (losses)...... (7,219) -- (1,757) (857) 9,630 (1,146)
Net unrealized gains (losses)... 28,952 54 23,271 19,454 (66,852) 64,469
------------ ------ ------------ ------------ ------------ ------------
Increase in net assets from
operations................. $ 19,887 $ 53 $ 25,067 $ 18,345 $ 64,126 $ 102,609
------------ ------ ------------ ------------ ------------ ------------
PARTICIPANT TRANSACTIONS:
Accumulation activity:
Purchase payments received.... $507,596 $ 1,000 $200,980 $263,704 $2,139,351 $1,946,618
Net transfers between
Sub-Accounts and Fixed
Account...................... 197,133 -- 8,030 49,888 722,156 945,488
Withdrawals, surrenders,
annuitizations and contract
charges...................... (8,885) -- (2,808) (1,853) (13,933) (11,783)
------------ ------ ------------ ------------ ------------ ------------
Net accumulation activity... $695,844 $ 1,000 $206,202 $311,739 $2,847,574 $2,880,323
------------ ------ ------------ ------------ ------------ ------------
Annuitization activity:
Annuitizations................ $-- $ -- $-- $-- $ -- $ --
Annuity payments.............. -- -- -- -- -- --
Annuity transfers............. -- -- -- -- -- --
Adjustments to annuity
reserve...................... -- -- -- -- -- --
------------ ------ ------------ ------------ ------------ ------------
Net annuitization
activity................... $-- $ -- $-- $-- $ -- $ --
------------ ------ ------------ ------------ ------------ ------------
Increase in net assets from
participant transactions....... $695,844 $ 1,000 $206,202 $311,739 $2,847,574 $2,880,323
------------ ------ ------------ ------------ ------------ ------------
Increase in net assets........ $715,731 $ 1,053 $231,269 $330,084 $2,911,700 $2,982,932
NET ASSETS:
Beginning of period............. -- -- -- -- -- --
------------ ------ ------------ ------------ ------------ ------------
End of period................... $715,731 $ 1,053 $231,269 $330,084 $2,911,700 $2,982,932
------------ ------ ------------ ------------ ------------ ------------
------------ ------ ------------ ------------ ------------ ------------
</TABLE>
*For the period December 15, 1998 (commencement of operations) through
December 31, 1998.
**For the period March 27, 1998 (commencement of operations) through December
31, 1998.
***For the period February 20, 1998 (commencement of operations) through
December 31, 1998.
See notes to financial statements
<PAGE>
-26-
FUTURITY AND FUTURITY II SUB-ACCOUNTS INCLUDED IN SUN LIFE OF CANADA (U.S.)
VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
SCA1 SCA2 SCA3 WP1 WP2 WP3
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account
------------ ------------ ------------ ------------ ------------ ------------
Period Ended Period Ended Period Ended Period Ended Period Ended Period Ended
December 31, December 31, December 31, December 31, December 31, December 31,
1998*** 1998*** 1998*** 1998* 1998** 1998**
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income(loss)..... $ 3 $ 13 $ (1) $ (679) $ (1,361) $ (535)
Net realized losses............. -- (1) -- (4,817) (33,030) (239)
Net unrealized gains (losses)... -- 21 97 (3,352) (1,858) 7,438
------ ------------ ------ ------------ ------------ ------------
Increase(decrease) in net
assets from operations..... $ 3 $ 33 $ 96 $ (8,848) $(36,249) $ 6,664
------ ------------ ------ ------------ ------------ ------------
PARTICIPANT TRANSACTIONS:
Accumulation activity:
Purchase payments received.... $2,000 $18,000 $7,000 $133,941 $169,921 $113,755
Net transfers between
Sub-Accounts and Fixed
Account...................... -- -- -- 40,476 32,859 17,358
Withdrawals, surrenders,
annuitizations and contract
charges...................... -- -- -- (742) (879) (830)
------ ------------ ------ ------------ ------------ ------------
Net accumulation activity... $2,000 $18,000 $7,000 $173,675 $201,901 $130,283
------ ------------ ------ ------------ ------------ ------------
Annuitization activity:
Annuitizations................ $-- $-- $-- $-- $-- $--
Annuity payments.............. -- -- -- -- -- --
Annuity transfers............. -- -- -- -- -- --
Adjustments to annuity
reserve...................... -- -- -- -- -- --
------ ------------ ------ ------------ ------------ ------------
Net annuitization
activity................... $-- $-- $-- $-- $-- $--
------ ------------ ------ ------------ ------------ ------------
Increase in net assets from
participant transactions....... $2,000 $18,000 $7,000 $173,675 $201,901 $130,283
------ ------------ ------ ------------ ------------ ------------
Increase in net assets........ $2,003 $18,033 $7,096 $164,827 $165,652 $136,947
NET ASSETS:
Beginning of period............. -- -- -- -- -- --
------ ------------ ------ ------------ ------------ ------------
End of period................... $2,003 $18,033 $7,096 $164,827 $165,652 $136,947
------ ------------ ------ ------------ ------------ ------------
------ ------------ ------ ------------ ------------ ------------
</TABLE>
*For the period February 20, 1998 (commencement of operations) through
December 31, 1998.
**For the period March 27, 1998 (commencement of operations) through December
31, 1998.
***For the period December 15, 1998 (commencement of operations) through
December 31, 1998.
See notes to financial statements
<PAGE>
-27-
FUTURITY AND FUTURITY II SUB-ACCOUNTS INCLUDED IN SUN LIFE OF CANADA (U.S.)
VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
WP4
Sub-Account Total
------------ ------------
Period Ended Period Ended
December 31, December 31,
1998** 1998
------------ ------------
<S> <C> <C>
OPERATIONS:
Net investment income (loss)............... $ (2,271) $ 788,638
Net realized losses........................ (26,102) (341,232)
Net unrealized gains....................... 29,531 4,309,454
------------ ------------
Increase in net assets from
operations............................. $ 1,158 $ 4,756,860
------------ ------------
PARTICIPANT TRANSACTIONS:
Accumulation activity:
Purchase payments received............... $378,201 $46,609,743
Net transfers between Sub-Accounts and
Fixed Account........................... (5,371) 14,241,357
Withdrawals, surrenders, annuitizations
and contract charges.................... (2,707) (569,220)
------------ ------------
Net accumulation activity.............. $370,123 $60,281,880
------------ ------------
Annuitization activity:
Annuitizations........................... $-- $ 40,389
Annuity payments......................... -- (1,490)
Annuity transfers........................ -- 40,390
Adjustments to annuity reserve........... -- (475)
------------ ------------
Net annuitization activity............. $-- $ 78,814
------------ ------------
Increase in net assets from participant
transactions.............................. $370,123 $60,360,694
------------ ------------
Increase in net assets................... $371,281 $65,117,554
NET ASSETS:
Beginning of period........................ -- --
------------ ------------
End of period.............................. $371,281 $65,117,554
------------ ------------
------------ ------------
</TABLE>
**For the period March 27, 1998 (commencement of operations) though December 31,
1998.
See notes to financial statements
<PAGE>
-28-
FUTURITY AND FUTURITY II SUB-ACCOUNTS INCLUDED IN SUN LIFE OF CANADA (U.S.)
VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS
(1) ORGANIZATION
Sun Life of Canada (U.S.) Variable Account F (the "Variable Account") is a
separate account of Sun Life Assurance Company of Canada (U.S.), (the
"Sponsor"), and was established on July 13, 1989 as a funding vehicle for the
variable portion of Futurity contracts, Futurity II contracts (collectively, the
"Contracts") and certain other group and individual fixed and variable annuity
contracts issued by the Sponsor. The Variable Account is registered with the
Securities and Exchange Commission under the Investment Company Act of 1940 as a
unit investment trust.
The assets of the Variable Account are divided into Sub-Accounts. Each
Sub-Account is invested in shares of a single corresponding investment portfolio
of certain registered open-end mutual funds. With respect to the Futurity
contracts the funds are: AIM Variable Insurance Funds, Inc., The Alger American
Fund, Goldman Sachs Variable Insurance Trust, J.P. Morgan Series Trust II, Lord
Abbett Series Fund, Inc., MFS/ Sun Life Series Trust, OCC Accumulation Trust,
Salomon Brothers Variable Series Funds Inc. and Warburg Pincus Trust. With
respect to the Futurity II contracts the funds are: AIM Variable Insurance
Funds, Inc., The Alger American Fund, Goldman Sachs Variable Insurance Trust,
J.P. Morgan Series Trust II, Lord Abbett Series Fund, Inc., MFS/Sun Life Series
Trust, OCC Accumulation Trust, Sun Capital Advisers Trust and Warburg Pincus
Trust (collectively, the "Funds").
(2) SIGNIFICANT ACCOUNTING POLICIES
GENERAL
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Sponsor's management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
INVESTMENT VALUATIONS
Investments in shares of the Funds are recorded at their net asset value.
Realized gains and losses on sales of shares of the Funds are determined on the
identified cost basis. Dividend income and capital gain distributions received
by the Sub-Accounts are reinvested in additional Fund shares and are recognized
on the ex-dividend date.
Exchanges between Sub-Accounts requested by contract participants are recorded
in the new Sub-Account upon receipt of the redemption proceeds.
FEDERAL INCOME TAX STATUS
The operations of the Variable Account are part of the operations of the Sponsor
and are not taxed separately. The Variable Account is not taxed as a regulated
investment company. The Sponsor qualifies for the federal income tax treatment
granted to life insurance companies under Subchapter L of the Internal
<PAGE>
-29-
FUTURITY AND FUTURITY II SUB-ACCOUNTS INCLUDED IN SUN LIFE OF CANADA (U.S.)
VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS -- continued
Revenue Code. Under existing federal income tax law, investment income and
capital gains earned by the Variable Account on contract owner reserves are not
taxable and, therefore, no provision has been made for federal income taxes.
(3) CONTRACT CHARGES
A mortality and expense risk charge based on the value of the Sub-Accounts
included in the Variable Account is deducted from the Variable Account at the
end of each valuation period for the mortality and expense risks assumed by the
Sponsor. The deductions are transferred periodically to the Sponsor. Currently,
the deduction is at an effective annual rate of 1.25%.
Each year on the account anniversary, an account administration fee ("Account
Fee") equal to the lesser of $30 in the case of Futurity contracts and $35 in
the case of Futurity II contracts or 2% of the participant's account value in
Account Years one through five (thereafter, the Account fee may be changed
annually, but it may not exceed the lesser of $50 or 2% of the participant's
account value) is deducted from the participant's account to reimburse the
Sponsor for certain administrative expenses. After the annuity commencement date
the Account Fee will be deducted pro rata from each variable annuity payment
made during the year. As reimbursement for administrative expenses attributable
to Contracts which exceed the revenues received from the Account Fees, the
Sponsor makes a deduction from the Variable Account at the end of each valuation
period at an effective annual rate of 0.15% of the net assets attributable to
such Contracts.
The Sponsor does not deduct a sales charge from purchase payments. However, a
withdrawal charge (contingent deferred sales charge) of up to 6% of certain
amounts withdrawn, when applicable, may be deducted to cover certain expenses
relating to the sale of the Contracts, including commissions paid to sales
personnel, the costs of preparation of sales literature, and other promotional
costs and acquisition expenses.
(4) ANNUITY RESERVES
Annuity reserves are calculated using the 1983 Individual Annuitant Mortality
Table and an assumed interest rate of 3% per year. Required adjustments to the
reserves are accomplished by transfers to or from the Sponsor.
<PAGE>
-30-
FUTURITY AND FUTURITY II SUB-ACCOUNTS INCLUDED IN SUN LIFE OF CANADA (U.S.)
VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS -- continued
(5) UNIT ACTIVITY FROM PARTICIPANT TRANSACTIONS
<TABLE>
<CAPTION>
Units Transferred
Between
Sub-Accounts
Units Outstanding and Fixed Units Withdrawn, Units
Beginning of Accumulation Surrendered, Outstanding End
Period Units Purchased Account and Annuitized of Year
----------------- --------------- ------------------- ----------------- ---------------
Period Ended Period Ended Period Ended Period Ended Period Ended
December 31, December 31, December 31, December 31, December 31,
1998 1998 1998 1998 1998
----------------- --------------- ------------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
FUTURITY CONTRACTS:
AIM1 *........................ -- 120,297 21,989 (994) 141,292
AIM2 *........................ -- 188,055 18,286 (1,839) 204,502
AIM3 **....................... -- 211,522 126,191 (5,051) 332,662
AIM4 *........................ -- 175,562 42,064 (814) 216,812
AL1 **........................ -- 220,381 66,702 (1,093) 285,990
AL2 **........................ -- 166,134 33,387 (4,526) 194,995
AL3 **........................ -- 46,464 31,855 (847) 77,472
GS1 ***....................... -- 174,066 37,773 (887) 210,952
GS2 *......................... -- 28,820 2,730 (74) 31,476
GS3 *......................... -- 245,810 41,721 (5,043) 282,488
GS4 *......................... -- 146,654 54,644 (1,528) 199,770
GS5 +......................... -- 22,922 7,479 (7) 30,394
JP1 **........................ -- 153,409 143,890 (3,512) 293,787
JP2 **........................ -- 43,568 9,107 (256) 52,419
JP3 **........................ -- 14,226 8,529 (100) 22,655
LA1 **........................ -- 295,576 40,527 (2,298) 333,805
CAS ++........................ -- 182,671 225,749 (4,687) 403,733
EGS *......................... -- 286,458 114,747 (4,073) 397,132
GSS *......................... -- 124,697 30,755 (5,102) 150,350
HYS ++........................ -- 136,139 82,554 (769) 217,924
MMS *......................... -- 520,396 (145,427) (3,565) 371,404
UTS **........................ -- 168,365 110,939 (1,083) 278,221
OP1 *......................... -- 249,514 116,381 (2,147) 363,748
OP2 *......................... -- 80,719 12,844 (403) 93,160
OP3 **........................ -- 62,966 24,744 (1,143) 86,567
SB1 **........................ -- 20,954 660 (285) 21,329
SB2 **........................ -- 27,151 5,324 (193) 32,282
SB3 *......................... -- 208,817 69,996 (1,340) 277,473
SB4 **........................ -- 199,267 95,844 (1,190) 293,921
WP1 *......................... -- 17,004 5,576 (100) 22,480
WP2 **........................ -- 17,656 697 (100) 18,253
WP3 **........................ -- 12,602 2,213 (100) 14,715
WP4 **........................ -- 42,727 (84) (800) 41,843
</TABLE>
*For the period February 20, 1998 (commencement of operations) through
December 31, 1998.
**For the period March 27, 1998 (commencement of operations) through December
31, 1998.
***For the period March 12, 1998 (commencement of operations) through December
31, 1998.
+For the period March 17, 1998 (commencement of operations) through December
31, 1998.
++For the period February 26, 1998 (commencement of operations) through
December 31, 1998.
<PAGE>
-31-
FUTURITY AND FUTURITY II SUB-ACCOUNTS INCLUDED IN SUN LIFE OF CANADA (U.S.)
VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS -- continued
(5) UNIT ACTIVITY FROM PARTICIPANT TRANSACTIONS -- continued
<TABLE>
<CAPTION>
Units Transferred
Between
Sub-Accounts
Units Outstanding and Fixed Units Withdrawn, Units
Beginning of Accumulation Surrendered, Outstanding End
Period Units Purchased Account and Annuitized of Year
----------------- ----------------- ------------------- ----------------- ---------------
Period Ended Period Ended Period Ended Period Ended Period Ended
December 31, December 31, December 31, December 31, December 31,
1998 1998 1998 1998 1998
----------------- ----------------- ------------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
FUTURITY II CONTRACTS:
AIM1#......................... -- 100 -- -- 100
AIM2#......................... -- 1,049 -- -- 1,049
AIM3#......................... -- 1,704 -- -- 1,704
AIM4##........................ -- 2,553 -- -- 2,553
AL1#.......................... -- 2,044 -- -- 2,044
AL2##......................... -- 1,785 -- -- 1,785
AL3#.......................... -- 100 -- -- 100
GS1###........................ -- 786 -- -- 786
GS2#.......................... -- 100 -- -- 100
GS3##......................... -- 2,341 -- -- 2,341
GS4#.......................... -- 100 -- -- 100
GS5###........................ -- 578 -- -- 578
JP1#.......................... -- 474 -- -- 474
JP2#.......................... -- 100 -- -- 100
JP3#.......................... -- 100 -- -- 100
LA1##......................... -- 1,763 -- -- 1,763
CAS#.......................... -- 2,367 -- -- 2,367
EGS###........................ -- 3,662 -- -- 3,662
GSS##......................... -- 1,027 -- -- 1,027
HYS##......................... -- 729 -- -- 729
UTS###........................ -- 821 -- -- 821
OP1##......................... -- 1,517 -- -- 1,517
OP2#.......................... -- 150 -- -- 150
OP3#.......................... -- 100 -- -- 100
OP4#.......................... -- 100 -- -- 100
SCA1#......................... -- 200 -- -- 200
SCA2#......................... -- 1,806 -- -- 1,806
SCA3#......................... -- 705 -- -- 705
WP1#.......................... -- 100 -- -- 100
WP2#.......................... -- 100 -- -- 100
WP3#.......................... -- 100 -- -- 100
WP4#.......................... -- 100 -- -- 100
</TABLE>
#For the period December 15, 1998 (commencement of operations) through
December 31, 1998.
##For the period December 17, 1998 (commencement of operations) through
December 31, 1998.
###For the period December 29, 1998 (commencement of operations) through
December 31, 1998.
<PAGE>
-32-
INDEPENDENT AUDITORS' REPORT
To the Participants in Futurity and Futurity II
and the Board of Directors of Sun Life Assurance Company of Canada (U.S.):
We have audited the accompanying statement of condition of AIM V.I. Capital
Appreciation Sub-Account, AIM V.I. Growth Sub-Account, AIM V.I. Growth and
Income Sub-Account, AIM V.I. International Equity Sub-Account, The Alger
American Growth Sub-Account, The Alger American Income and Growth Sub-Account,
The Alger American Small Capitalization Sub-Account, Goldman Sachs CORE Large
Cap Growth Sub-Account, Goldman Sachs CORE Small Cap Equity Sub-Account, Goldman
Sachs CORE U.S. Equity Sub-Account, Goldman Sachs Growth and Income Sub-Account,
Goldman Sachs International Equity Sub-Account, J.P. Morgan Equity Sub-Account,
J.P. Morgan International Opportunities Sub-Account, J.P. Morgan Small Company
Sub-Account, Lord Abbett Growth and Income Sub-Account, MFS/Sun Life Capital
Appreciation Sub-Account, MFS/Sun Life Emerging Growth Sub-Account, MFS/Sun Life
Government Securities Sub-Account, MFS/Sun Life High Yield Sub-Account, MFS/Sun
Life Money Market Sub-Account, MFS/Sun Life Utilities Sub-Account, OCC Equity
Sub-Account, OCC Mid Cap Sub-Account, OCC Managed Sub-Account, OCC Small Cap
Sub-Account, Salomon Brothers Variable Capital Sub-Account, Salomon Brothers
Variable Investors Sub-Account, Salomon Brothers Variable Strategic Bond
Sub-Account, Salomon Brothers Variable Total Return Sub-Account, Sun Capital
Investment Grade Bond Sub-Account, Sun Capital Money Market Sub-Account, Sun
Capital Real Estate Sub-Account, Warburg Pincus Emerging Markets Sub-Account,
Warburg Pincus International Equity Sub-Account, Warburg Pincus Post-Venture
Capital Sub-Account and Warburg Pincus Small Company Growth Sub-Account of Sun
Life of Canada (U.S.) Variable Account F, (the "Sub-Accounts") as of December
31, 1998, the related statement of operations and the statement of changes in
net assets for the period then ended. These financial statements are the
responsibility of management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities held at December 31, 1998 by correspondence with the
custodian. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Sub-Accounts as of December 31, 1998,
the results of their operations and the changes in their net assets for the
respective stated periods in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 4, 1999
<PAGE>
-33-
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
ANNUITY SERVICE MAILING ADDRESS:
C/O RETIREMENT PRODUCTS AND SERVICES
P.O. BOX 9133
BOSTON, MASSACHUSETTS 02117
TELEPHONE:
Toll Free (888) 786-2435
In Massachusetts (617) 348-9600
GENERAL DISTRIBUTOR
Clarendon Insurance Agency, Inc.
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02481
AUDITORS
Deloitte Touche LLP
125 Summer Street
Boston, Massachusetts 02110
<PAGE>
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) The following Financial Statements are included in the Registration
Statement:
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.
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) Previously filed*;
(11) Financial Statement Schedules I and VI****;
(12) Not Applicable;
(13) Schedule for computation of performance quotations***;
(14) Not Applicable.
(15) Powers of Attorney******
* 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
John D. McNeil Director
150 King Street West
Toronto, Ontario
Canada M5H 1J9
David D. Horn Director
Strong Road
New Vineyard, ME 04956
John S. Lane Director
150 King Street West
Toronto, Ontario
Canada M5H 1J9
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 02193
Angus A. MacNaughton Director
950 Tower Lane
Metro Tower, Suite 1170
Foster City, CA 94404
S. Caesar Raboy Director
220 Boylston Street
Boston, MA 02110
L. Brock Thomson Vice President
One Sun Life Executive Park and Treasurer
Wellesley Hills, MA 02481
Robert P. Vrolyk Vice President, Finance and Actuary
One Sun Life Executive Park
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 V. 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 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.),
an indirect wholly-owned subsidiary of Sun Life Assurance Company of Canada.
The following is a list of corporations directly or indirectly
controlled by or under common control with Sun Life Assurance Company of Canada,
showing the state or other sovereign power under the laws of which each is
organized and the percentage ownership of voting securities giving rise to the
control relationship:
<PAGE>
<TABLE>
<CAPTION>
Percent of
State or Country Ownership
or Jurisdiction of Voting
of Incorporation Securities
---------------- ----------
<S> <C> <C>
Sun Life Assurance Company of Canada Canada 100%
- --------------------------------------------------------------------------------
Sun Life Assurance Company of Canada--
(U.S.) Operations Holdings, Inc.................. Delaware 100%
Sun Life Assurance Company of Canada
(U.K.) Holdings plc+............................. United Kingdom 100%
Sun Life of Canada Investment Management
Limited ......................................... Canada 100%
Sun Life of Canada Benefit Management
Limited ......................................... Canada 100%
Spectrum United Holdings, Inc.++ .................. Canada 100%
Sun Canada Financial Co............................ Delaware 100%
McLean Budden Limited+++ .......................... Canada 60%
Sun Life of Canada (U.S.) Holdings, Inc............ Delaware 0%*
Sun Life of Canada (U.S.) Financial
Services Holdings, Inc........................... Delaware 0%*
Sun Life of Canada Reinsurance (Barbados)
Limited ......................................... Barbados *
Sun Life of Canada (U.S.) Holdings General
Partner ......................................... Delaware *
Sun Life of Canada (U.S.) Capital Trust I ......... Delaware *
Sun Life of Canada (U.S.) Limited Partnership I ... Delaware *
Sun Life Assurance Company of Canada
(U.S.)........................................... Delaware 0%**
Sun Life Insurance and Annuity Company of
New York ........................................ New York 0%****
Sun Life of Canada (U.S.) Distributors............. Delaware 0%****
Sun Benefit Services Company, Inc. ................ Delaware 0%****
Sun Life of Canada (U.S.) SPE 97-1, Inc. .......... Delaware 0%****
Massachusetts Financial Services Company .......... Delaware 0%***
New London Trust, F.S.B............................ Federally Chartered 0%****
Sun Life Information Series Ireland Limited ....... Republic of Ireland 0%****
Clarendon Insurance Agency, Inc. .................. Massachusetts 0%*****
MFS Service Center, Inc............................ Delaware 0%*****
MFS/Sun Life Series Trust ......................... Massachusetts 0%******
Sun Capital Advisers, Inc. ........................ Delaware 0%****
MFS International, Ltd. ........................... Ireland 0%*****
MFS Institutional Advisors, Inc.................... Delaware 0%*****
MFS Fund Distributors, Inc. ....................... Delaware 0%*****
MFS Retirement Services, Inc. ..................... Delaware 0%*****
Sun Life Financial Services Limited................ Bermuda 0%****
</TABLE>
- -------
* 100% of the issued and outstanding voting securities is, directly
or indirectly, owned by Sun Life Assurance Company of Canada --
U.S. Operations Holdings, Inc.
** 100% of the issued and outstanding voting securities of Sun Life
Assurance Company of Canada (U.S.) is owned by Sun Life of Canada
(U.S.) Holdings, Inc.
*** 85% of the issued and outstanding voting securities of
Massachusetts Financial Services Company is owned by Sun Life
Canada (U.S.) Financial Services Holdings, Inc.
**** 100% of the issued and outstanding voting securities is owned by Sun
Life Assurance Company of Canada (U.S.).
***** 100% of the issued and outstanding voting securities is owned by
Massachusetts Financial Services Company.
****** 100% of the issued and outstanding voting securities of MFS/Sun Life
Series Trust is owned by separate accounts of Sun Life Assurance
Company of Canada (U.S.) and Sun Life Insurance and Annuity Company
of New York.
+ Holding Company for parent's U.K. insurance, financial services
and other subsidiaries.
++ Holding Company for mutual fund investment management and marketing
subsidiaries.
+++ Provides investment management services.
<PAGE>
Omits subsidiaries of Sun Life Assurance Company of Canada which are not
"significant subsidiaries" (as that term is defined in Rule 8b-2 under
Section 8 of the Investment Company Act of 1940) of Sun Life Assurance
Company of Canada.
None of the companies listed is a subsidiary of the Registrant, therefore
the only financial statements being filed are those of Sun Life Insurance and
Annuity Company of New York.
Item 27. NUMBER OF CONTRACT OWNERS:
As of March 31, 1998 there were 301 qualified and 1,003 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 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, 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
- ------------------ ---------------------
Robert P. Vrolyk................. Director
James M.A. Anderson ............. Director
S. Caesar Raboy.................. Director
C. James Prieur.................. Director
L. Brock Thompson................ Vice President and Treasurer
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. Lennox is One Sun Life Executive
Park, Wellesley Hills, Massachusetts 02481. The principal buisness
address of Ms. Lennox 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 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 the requirements of
Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment
No. 3 to the 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 the ____ day of
April, 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 April __, 1999
- -------------------------- Director
C. James Prieur (Principal Executive Officer)
Vice President, Finance
/s/ ROBERT P. VROLYK and Actuary
- -------------------------- (Principal Financial April __, 1999
Robert P. Vrolyk and Accounting
Officer)
<PAGE>
Signatures Title Date
---------- ----- ----
* /s/ DONALD A. STEWART Chairman and April __, 1999
- ------------------------------- Director
Donald A. Stewart
* /s/ RICHARD B. BAILEY Director April __, 1999
- -------------------------------
Richard B. Bailey
* /s/ M. COLYER CRUM Director April __, 1999
- -------------------------------
M. Colyer Crum
* /s/ JOHN D. McNEIL Director April __, 1999
- --------------------------
John D. McNeil
* /s/ DAVID D. HORN Director April __, 1999
- -------------------------------
David D. Horn
* /s/ JOHN S. LANE Director April __, 1999
- -------------------------------
John S. Lane
* /s/ ANGUS A. MacNAUGHTON Director April __, 1999
- -------------------------------
Angus A. MacNaughton
* /s/ S. CAESAR RABOY
- ------------------------------- Director April __, 1999
S. Caesar Raboy
- ---------------------------
* By Edward M. Shea pursuant to Power of Attorney filed as an Exhibit to
Post-Effective Amendment No. 3 to the Registration Statement on Form N-4,
File No. 333-05227.
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 4 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
use 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 use 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 on
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
April 28, 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/ Donald A. Stewart
-----------------------
Donald A. Stewart
February 4, 1999
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that John D. McNeil, 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/ John D. McNeil
-----------------------
John D. McNeil
February 4, 1999
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Richard B. Bailey, 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/ Richard B. Bailey
-----------------------
Richard B. Bailey
February 4, 1999
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that M. Colyer Crum, 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/ M. Colyer Crum
-----------------------
M. Colyer Crum
February 4, 1999
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that David D. Horn, 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/ David D. Horn
-----------------------
David D. Horn
February 4, 1999
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that John S. Lane, 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/ John S. Lane
-----------------------
John S. Lane
February 4, 1999
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Angus A. MacNaughton, 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/ Angus A. MacNaughton
----------------------------
Angus A. MacNaughton
February 4, 1999
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that S. Caesar Raboy, 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/ S. Caesar Raboy
----------------------------
S. Caesar Raboy
February 4, 1999
