<PAGE>
As Filed with the Securities and Exchange Commission on September 13, 1999
REGISTRATION NO. 33-41628
811-05846
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM N-4
POST-EFFECTIVE AMENDMENT NO. 14 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
AND
AMENDMENT NO. 21 TO
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /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 02181
(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.)
ONE COPLEY PLACE
BOSTON, MASSACHUSETTS 02116
(Name and Address of Agent for Service)
COPIES OF COMMUNICATIONS TO:
JOAN E. BOROS, ESQ.
JORDEN BURT BOROS CICCHETTI BERENSON & JOHNSON LLP
1025 THOMAS JEFFERSON STREET, N.W.
SUITE 400 EAST
WASHINGTON, D.C. 20007
- --------------------------------------------------------------------------------
Approximate Date of Proposed Public Offering: Continuous
It is proposed that this filing will become effective (check appropriate
box):
[ ] Immediately upon filing pursuant to paragraph (b) of Rule 485.
[X] On September 13, 1999 pursuant to paragraph (b) of Rule 485.
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
[ ] On (date) pursuant to paragraph (a)(1) of Rule 485.
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for
previously filed post-effective amendment.
Title of securities being registered:
Units of interest in Separate Account under variable annuity contracts.
This Amendment to the registration statement on Form N-4 (file No. 33-41628),
which became effective on November 1, 1991 (the "Registration Statement"), is
being filed pursuant to Rule 485(b) under the Securities Exchange Act of
1933, as amended, to supplement the prospectus and profile contained in the
Registration Statement for the following annuity products:
MFS Regatta Platinum Variable and Fixed Annuity
MFS Regatta Gold Variable and Fixed Annuity
Futurity II Annuity
Each of the supplements describes additional variable investment options to
be made available under the annuity contracts offered pursuant to the
Registration Statement. This Amendment relates only to the supplement to the
prospectus and profile for the each of the above-referenced annuity products
included in this Amendment and does not otherwise delete, amend or supersede
any information contained in the Registration Statement, as amended.
<PAGE>
PART A
INFORMATION REQUIRED IN A PROSPECTUS
Attached hereto and made a part hereof is a Supplement to the Prospectus
dated May 1, 1999 (incorporated herein by reference from Post-Effective
Amendment No. 13 to the Registration Statement on Form N-4 (Registration No.
33-41628) filed April 26, 1999) for each of the following:
MFS Regatta Platinum Variable and Fixed Annuity
MFS Regatta Gold Variable and Fixed Annuity
Futurity II Annuity
<PAGE>
SUPPLEMENT DATED SEPTEMBER 13, 1999
TO
PROFILE DATED MAY 1, 1999
AND
PROSPECTUS DATED MAY 1, 1999
FOR
MFS REGATTA PLATINUM
VARIABLE AND FIXED ANNUITY
ISSUED BY SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
Effective November 1, 1999, with the addition of a new Series -- the
Strategic Growth Series -- to the MFS/Sun Life Series Trust (the "Series
Fund"), you may allocate your money among 26 variable investment options
available under the MFS Regatta Platinum Variable and Fixed Annuity. Market
conditions will determine the value of an investment in the Strategic Growth
Series and any other Series of the Series Fund. The Strategic Growth Series
and the other Series of the Series Fund are described in the Series Fund
prospectus, as supplemented.
As a result of the addition of the Strategic Growth Series, the Profile
dated May 1, 1999 (the "Profile") and the Prospectus dated May 1, 1999 (the
"Prospectus") are hereby amended and supplemented as follows:
1. The third paragraph of Section 1, The MFS Regatta Platinum Annuity,
of the Profile and the second paragraph on the cover page of the Prospectus
are each amended by deleting the first sentence in its entirety and replacing
it with the following:
"You may choose among 26 variable investment options and a range of
fixed options."
2. The list of the available investing options appearing in Section 4,
Allocation Options, of the Profile and on the cover page of the Prospectus is
hereby supplemented by the addition of the Strategic Growth Series.
3. The summary expense chart appearing in Section 5, Expenses, of the
Profile is hereby supplemented as follows:
<TABLE>
<CAPTION>
EXAMPLES:
TOTAL ANNUAL TOTAL ANNUAL TOTAL TOTAL EXPENSES
INSURANCE SERIES ANNUAL AT END
SUB-ACCOUNT CHARGES EXPENSES EXPENSES 1 YEAR 10 YEARS
- ------------ --------- -------- -------- ------ -------
<S> <C> <C> <C> <C> <C>
Strategic Growth Series 1.50% 1.03% 2.53% $81 $287
(1.40% + 0.10%)
</TABLE>
4. The "Series Fund Annual Expenses" table and the footnotes thereto
appearing on page 5 of the Prospectus are hereby supplemented as follows:
<TABLE>
<CAPTION>
OTHER TOTAL FUND
MANAGEMENT EXPENSES(2) EXPENSES
FEES (AFTER REIMBURSEMENT) (AFTER REIMBURSEMENT)
---------- --------------------- ---------------------
<S> <C> <C> <C>
Strategic Growth Series(4) 0.75% 0.28% 1.03%
</TABLE>
<PAGE>
(4) MFS has contractually agreed to bear the Series' expenses such
that "Other Expenses" will not exceed 0.28% annually. This
contractual arrangement will remain in effect until at least
May 1, 2000, absent an earlier modification by the Series
Fund's Board of Trustees.
Additionally, the Series has an expenses offset arrangement
which reduces its custodian fee based upon the amount of cash
maintained by the Series with its custodian and dividend
disbursing agent. The Series may enter into other similar
arrangements and directed brokerage arrangements, which would
also have the effect of reducing the Series' expenses. The
Series' expenses do not take into account these expense
reductions, and therefore do not represent the actual expenses
of the Series. If these expense reductions had been taken
into account, "Total Fund Expenses" for the Series would be
1.00%.
4. The "Examples" presented on page 6 of the Prospectus are supplemented
as follows:
If you surrender your Contract at the end of the applicable time period,
you would pay the following expenses on a $1,000 investment, assuming a 5%
annual return:
1 YEAR 3 YEAR 5 YEAR 10 YEARS
------ ------ ------ --------
Strategic Growth Series $81 $118 $160 $287
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:
1 YEAR 3 YEAR 5 YEAR 10 YEARS
------ ------ ------ --------
Strategic Growth Series $26 $79 $135 $287
5. The "Variable Account Options: The MFS/Sun Life Series Trust" section
beginning on page 8 of the Prospectus, is supplemented as follows:
"STRATEGIC GROWTH SERIES will seek capital appreciation."
THIS SUPPLEMENT IS NOT VALID UNLESS ACCOMPANIED OR PRECEDED BY THE CURRENT
PROSPECTUS OF MFS REGATTA PLATINUM VARIABLE AND FIXED ANNUITY, DATED MAY 1,
1999, AND THE CURRENT PROSPECTUS OF THE MFS/SUN LIFE SERIES TRUST. THIS
SUPPLEMENT AND THE PROSPECTUSES SHOULD BE READ AND RETAINED FOR FURTHER
REFERENCE.
PLATSUPP-1 9/99
2
<PAGE>
SUPPLEMENT DATED SEPTEMBER 13, 1999
TO
PROFILE DATED MAY 1, 1999
AND
PROSPECTUS DATED MAY 1, 1999
FOR
MFS REGATTA GOLD
VARIABLE AND FIXED ANNUITY
ISSUED BY SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
Effective November 1, 1999, with the addition of a new Series -- the
Strategic Growth Series -- to the MFS/Sun Life Series Trust (the "Series
Fund"), you may allocate your money among 26 variable investment options
available under the MFS Regatta Gold Variable and Fixed Annuity. Market
conditions will determine the value of an investment in the Strategic Growth
Series and any other Series of the Series Fund. The Strategic Growth Series
and the other Series of the Series Fund are described in the Series Fund
prospectus, as supplemented.
As a result of the addition of the Strategic Growth Series, the Profile
dated May 1, 1999 (the "Profile") and the Prospectus dated May 1, 1999 (the
"Prospectus") are hereby amended and supplemented as follows:
1. The third paragraph of Section 1, The MFS Regatta Gold Annuity,
of the Profile and the second paragraph on the cover page of the Prospectus
are each amended by deleting the first sentence in its entirety and replacing
it with the following:
"You may choose among 26 variable investment options and a range of
fixed options."
2. The list of the available investing options appearing in Section 4,
Allocation Options, of the Profile and on the cover page of the Prospectus is
hereby supplemented by the addition of the Strategic Growth Series.
3. The summary expense chart appearing in Section 5, Expenses, of the
Profile is hereby supplemented as follows:
<TABLE>
<CAPTION>
EXAMPLES:
TOTAL ANNUAL TOTAL ANNUAL TOTAL TOTAL EXPENSES
INSURANCE SERIES ANNUAL AT END
SUB-ACCOUNT CHARGES EXPENSES EXPENSES 1 YEAR 10 YEARS
- ------------ --------- -------- -------- ------ -------
<S> <C> <C> <C> <C> <C>
Strategic Growth Series 1.50% 1.03% 2.53% $81 $287
(1.40% + 0.10%)
</TABLE>
4. The "Series Fund Annual Expenses" table and the footnotes thereto
appearing on page 5 of the Prospectus are hereby supplemented as follows:
<TABLE>
<CAPTION>
OTHER TOTAL FUND
MANAGEMENT EXPENSES(2) EXPENSES
FEES (AFTER REIMBURSEMENT) (AFTER REIMBURSEMENT)
---------- --------------------- ---------------------
<S> <C> <C> <C>
Strategic Growth Series(4) 0.75% 0.28% 1.03%
</TABLE>
<PAGE>
(4) MFS has contractually agreed to bear the Series' expenses such
that "Other Expenses" will not exceed 0.28% annually. This
contractual arrangement will remain in effect until at least
May 1, 2000, absent an earlier modification by the Series
Fund's Board of Trustees.
Additionally, the Series has an expenses offset arrangement
which reduces its custodian fee based upon the amount of cash
maintained by the Series with its custodian and dividend
disbursing agent. The Series may enter into other similar
arrangements and directed brokerage arrangements, which would
also have the effect of reducing the Series' expenses. The
Series' expenses do not take into account these expense
reductions, and therefore do not represent the actual expenses
of the Series. If these expense reductions had been taken
into account, "Total Fund Expenses" for the Series would be
1.00%.
4. The "Examples" presented on page 6 of the Prospectus are supplemented
as follows:
If you surrender your Contract at the end of the applicable time period,
you would pay the following expenses on a $1,000 investment, assuming a 5%
annual return:
1 YEAR 3 YEAR 5 YEAR 10 YEARS
------ ------ ------ --------
Strategic Growth Series $81 $118 $160 $287
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:
1 YEAR 3 YEAR 5 YEAR 10 YEARS
------ ------ ------ --------
Strategic Growth Series $26 $79 $135 $287
5. The "Variable Account Options: The MFS/Sun Life Series Trust" section
beginning on page 8 of the Prospectus, is supplemented as follows:
"STRATEGIC GROWTH SERIES will seek capital appreciation."
THIS SUPPLEMENT IS NOT VALID UNLESS ACCOMPANIED OR PRECEDED BY THE CURRENT
PROSPECTUS OF MFS REGATTA GOLD VARIABLE AND FIXED ANNUITY, DATED MAY 1,
1999, AND THE CURRENT PROSPECTUS OF THE MFS/SUN LIFE SERIES TRUST. THIS
SUPPLEMENT AND THE PROSPECTUSES SHOULD BE BREAD AND RETAINED FOR FURTHER
REFERENCE.
GOLDSUPP-1 9/99
2
<PAGE>
SUPPLEMENT DATED SEPTEMBER 13, 1999
TO
PROFILE DATED MAY 1, 1999
AND
PROSPECTUS DATED MAY 1, 1999
FOR
FUTURITY II
ISSUED BY SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
Effective September 13, 1999, with the addition of three new Funds -- the
Sun Capital Blue Chip Mid Cap Fund, the Sun Capital Investors Foundation Fund,
and the Sun Capital Select Equity Fund (each, a "Fund") -- to the Sun Capital
Advisers Trust, you may allocate your money among 39 variable investment options
available under the Futurity II Annuity. Market conditions will determine the
value of an investment in any of the new Funds and in any other Fund. The Funds
are described in the current Fund prospectuses.
As a result of the addition of the new Funds, the Profile dated May 1,
1999 (the "Profile") and the Prospectus dated May 1, 1999 (the "Prospectus") for
the Futurity II Annuity are hereby amended and supplemented as follows:
1. The third paragraph of Section 1, The Futurity II Annuity, of the Profile
and the second paragraph on the cover page of the Prospectus are each
amended by deleting the first sentence in its entirety and replacing it with
the following:
"You may choose among 39 variable investment options and a range of fixed
options."
2. The list of the available investment options under Sun Capital Advisers
Trust appearing in Section 4, Allocation Options, of the Profile and on the
cover page of the Prospectus is hereby supplemented by the addition of the
Sun Capital Blue Chip Mid Cap Fund, the Sun Capital Investors Foundation
Fund, and the Sun Capital Select Equity Fund.
3. The summary expense chart appearing in Section 5, Expenses, of the Profile
is hereby supplemented as follows:
<TABLE>
<CAPTION>
EXAMPLES:
TOTAL EXPENSES
TOTAL ANNUAL TOTAL ANNUAL TOTAL AT END
INSURANCE SERIES ANNUAL ------------------------
SUB-ACCOUNT CHARGES EXPENSES EXPENSES 1 YEAR 10 YEARS
- --------------------------------------------- -------------------- --------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Sun Capital Blue Chip Mid Cap Fund 1.50% 1.00 % 2.50 % $81 $284
(1.40% + 0.10%)
Sun Capital Investors Foundation Fund 1.50% 0.90% 2.40% $80 $274
(1.40% + 0.10%)
Sun Capital Select Equity Fund 1.50% 0.90% 2.40% $80 $274
(1.40% + 0.10%)
</TABLE>
1
<PAGE>
4. The "Underlying Fund Annual Expenses" table on page 5 of the Prospectus is
hereby supplemented as follows:
<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT OTHER ANNUAL
FEES (AFTER EXPENSES (AFTER EXPENSES (AFTER
REIMBURSEMENT)(2) REIMBURSEMENT)(2) REIMBURSEMENT)(2)
------------------- ------------------- -------------------
<S> <C> <C> <C>
Sun Capital Blue Chip Mid Cap Fund(3)(7)(8) 0.80% 0.20% 1.00%
Sun Capital Investors Foundation Fund(3)(7)(8) 0.75% 0.15% 0.90%
Sun Capital Select Equity Fund(3)(7)(8) 0.75% 0.15% 0.90%
</TABLE>
Additionally, Footnote 2 to the "Underlying Fund Annual Expenses" table on
page 6 of the Prospectus is deleted in its entirety and replaced by the
following:
"(2) For all Funds except the Sun Capital Blue Chip Mid Cap Fund, the Sun
Capital Investors Foundation Fund and the Sun Capital Select Equity Fund,
the "Management Fees," "Other Expenses," and "Total Fund Annual Expenses,"
are based on actual expenses for the fiscal year ended December 31, 1998,
net of any applicable expense reimbursement waiver. Expense figures shown
for the Sun Capital Blue Chip Mid Cap Fund, the Sun Capital Investors
Foundation Fund and the Sun Capital Select Equity Fund are estimates for
1999, based on the applicable expense reimbursement waiver; no actual
expenses are shown because these Funds will commence operations in September
1999."
Additionally, Footnote 3 to the "Underlying Fund Annual Expenses" table on
page 6 of the Prospectus is deleted in its entirety and replaced by the
following:
"(3) The investment advisers for the indicated Funds have voluntarily agreed to
waive or reimburse a portion of the management fees and/or operating
expenses, resulting in a reduction of the total expenses. Absent any such
waiver or reimbursement, "Management Fees," "Other Expenses," and "Total
Fund Operating Expenses" for the year ended December 31, 1998 were: 0.70%,
2.17%, and 2.87% for the Goldman Sachs VIT CORE Large Cap Growth Fund;
0.75%, 3.17%, and 3.92% for the Goldman Sachs VIT CORE Small Cap Equity
Fund; 0.70%, 2.13%, and 2.83% for the Goldman Sachs VIT CORE U.S. Equity
Fund; 0.75%, 1.94%, and 2.69% for the Goldman Sachs VIT Growth and Income
Fund; 1.00%, 1.97%, and 2.97% for the Goldman Sachs VIT International Equity
Fund; 0.60%, 3.50%, and 4.10% for the Sun Capital Investment Grade Bond
Fund; 0.50%, 11.79%, and 12.29% for the Sun Capital Money Market Fund;
0.95%, 6.49%, and 7.44% for the Sun Capital Real Estate Fund; 1.25%, 6.96%,
and 8.21% for the Warburg Pincus Emerging Markets Portfolio; and 1.25%,
0.45%, and 1.70% for the Warburg Pincus Post-Venture Capital Portfolio.
Estimated total operating expenses (annualized, before expense limitations)
for the Sun Capital Blue Chip Mid Cap Fund, the Sun Capital Investors
Foundation Fund and the Sun Capital Select Equity Fund for the year ending
December 31, 1999 are 5.85%, 5.80% and 5.80%, respectively. Fee waivers and
expense reimbursements for the Warburg Pincus Emerging Markets Portfolio and
the Warburg Pincus Post-Venture Capital Portfolio and the Goldman Sachs
Funds may be discontinued at any time. Fee waivers and expense
reimbursements for the Sun Capital Funds may be discontinued at any time
after September 1, 2000."
2
<PAGE>
Additionally, the Footnotes to the "Underlying Fund Annual Expenses" table
on page 6 of the Prospectus are supplemented by the following:
"(8) The management fee for each of the Sun Capital Blue Chip Mid Cap Fund, the
Sun Capital Investors Foundation Fund, and the Sun Capital Select Equity
Fund decreases to 0.75%, 0.70% and 0.70%, respectively, as the assets of
such Fund exceed $300 million."
5. The "Examples" presented on page 7 of the Prospectus are supplemented as
follows:
If you surrender your Contract, 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% rate of return:
<TABLE>
<CAPTION>
1 YEAR 3 YEAR 5 YEAR 10 YEARS
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sun Capital Blue Chip Mid Cap Fund $ 81 $ 117 $ 158 $ 284
Sun Capital Investors Foundation Fund $ 80 $ 114 $ 154 $ 274
Sun Capital Select Equity Fund $ 80 $ 114 $ 154 $ 274
</TABLE>
Additionally, the "Examples" presented on page 8 of the Prospectus are
supplemented as follows:
If you do NOT surrender your Contract, or if you annuitize at the end of
the applicable time period, you would pay the following expenses on a $1,000
investment, assuming a 5% rate of return:
<TABLE>
<CAPTION>
1 YEAR 3 YEAR 5 YEAR 10 YEARS
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sun Capital Blue Chip Mid Cap Fund $ 25 $ 78 $ 133 $ 284
Sun Capital Investors Foundation Fund $ 24 $ 75 $ 128 $ 274
Sun Capital Select Equity Fund $ 24 $ 75 $ 128 $ 274
</TABLE>
6. The descriptions of the Funds available under the Sun Capital Advisers Trust
contained in the "Variable Account Options: The Funds" section beginning on
page 10 of the Prospectus is hereby deleted in its entirety and replaced by
the following:
SUN CAPITAL ADVISERS TRUST (advised by Sun Capital Advisers, Inc., an
affiliate of the Company; Wellington Management Company, LLP serves as
investment subadviser to Sun Capital Blue Chip Mid Cap Fund, Sun Capital
Investors Foundation Fund and Sun Capital Select Equity Fund)
SUN CAPITAL MONEY MARKET FUND seeks to maximize current income, consistent
with maintaining liquidity and preserving capital, by investing exclusively
in high quality U.S. dollar-denominated money market securities.
SUN CAPITAL INVESTMENT GRADE BOND FUND seeks high current income consistent
with relative stability of principal by investing at least 80% of its
assets in investment grade bonds. The Fund may invest up to 20% of its
assets in lower rated or unrated bonds (also known as high yield or junk
bonds).
SUN CAPITAL INVESTORS FOUNDATION FUND seeks long-term capital growth by
investing primarily in a diversified portfolio of common stocks and other
equity securities of U.S. companies with market capitalizations generally
within the range represented by the Standard & Poor's 500 Index.
Investments are selected using a combination of fundamental analysis and
quantitative tools.
3
<PAGE>
SUN CAPITAL SELECT EQUITY FUND seeks long-term capital growth by investing
in 20 to 40 common stocks and other equity securities of large
capitalization U.S. companies selected primarily from the Standard & Poor's
500 Index.
SUN CAPITAL BLUE CHIP MID CAP FUND seeks long-term capital growth by
investing primarily in a diversified portfolio of common stocks and other
equity securities of U.S. companies with market capitalizations within the
range represented by the Standard & Poor's Mid Cap 400 Index.
SUN CAPITAL REAL ESTATE FUND primarily seeks long-term capital growth and,
secondarily, seeks current income and growth of income. The Fund invests at
least 80% of its assets in securities of real estate investment trusts and
other real estate companies.
THIS SUPPLEMENT IS NOT VALID UNLESS ACCOMPANIED OR PRECEDED BY THE CURRENT
PROSPECTUS OF FUTURITY II ANNUITY, DATED MAY 1, 1999, AND SHOULD BE READ
TOGETHER WITH THE PROSPECTUS AND THE CURRENT PROSPECTUSES OF THE FUNDS. THIS
SUPPLEMENT AND THE PROSPECTUSES SHOULD BE READ AND RETAINED FOR FURTHER
REFERENCE.
4
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF
ADDITIONAL INFORMATION
Incorporated by reference to Post-Effective Amendment No. 13 to the
Registration Statement on Form N-4 (Registration No. 33-41628), filed
April 26, 1999, is the Statement of Additional Information dated May 1,
1999 for each of the following:
MFS Regatta Platinum Variable and Fixed Annuity
MFS Regatta Gold Variable and Fixed Annuity
Futurity II Annuity
<PAGE>
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) The following Financial Statements are incorporated in the
Registration Statement by reference to Post-Effective
Amendment No. 13 to the Registration Statement on Form N-4
(File No. 33-41628), filed April 26, 1999:
Included in Part A:
A. Condensed Financial Information - Accumulation Unit Values.
B. Financial Statements of the Depositor:
1. Statutory Statements of Admitted Assets,
Liabilities and Capital Stock and Surplus,
December 31, 1998 and 1997;
2. Statutory Statements of Operations, Years Ended
December 31, 1998, 1997 and 1996;
3. Statutory Statements of Changes in Capital Stock
and Surplus, Years Ended December 31, 1998, 1997
and 1996;
4. Statutory Statements of Cash Flow, Years Ended
December 31, 1998, 1997 and 1996;
5. Notes to Statutory Financial Statements; and
6. Independent Auditors' Report.
Included in Part B:
A. Financial Statements of the Registrant:
1. Statement of Condition, December 31, 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.
(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 (Incorporated
herein by reference to Exhibit 1 to the
Registration Statement of the Registrant on Form
N-4, File No. 333-37907, filed on October 14,
1997);
(2) Not Applicable;
(3)(a) Distribution Agreement between the depositor,
Massachusetts Financial Services Company and
Clarendon Insurance Agency, Inc. (Incorporated
herein by reference to Exhibit 3(a) 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);
(b)(i) Specimen Sales Operations and General Agent
Agreement (Incorporated herein by reference to
Exhibit 3(b)(i) 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);
<PAGE>
(b)(ii) Specimen Broker-Dealer Supervisory and Service
Agreement (Incorporated herein by reference to
Exhibit 3(b)(ii) 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); and
(b)(iii) Specimen Registered Representatives Agent
Agreement (Incorporated herein by reference to
Exhibit 3(b)(iii) 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);
(4)(a)(i) Form of Flexible Payment Combination
Fixed/Variable Group Annuity Contract (MFS Regatta
Gold) (Filed as Exhibit 4(a) to Post-Effective
Amendment No. 5 to the Registration Statement of
the Registrant on Form N-4, File No. 33-41628);
(a)(ii) Form of Flexible Payment Combination
Fixed/Variable Group Annuity Contract (MFS
Regatta Platinum (Incorporated by reference to
Exhibit 4(a) to Post-Effective Amendment No. 9 to
the Registration Statement of the Registrant on
Form N-4, File No. 33-41628, filed on March 2,
1998);
(b)(i) Form of Certificate to be issued in connection
with Contract filed as Exhibit 4(a)(i) (Filed as
Exhibit 4(b) to Post-Effective Amendment No. 5 to
the Registration Statement of the Registrant on
Form N-4, File No 33-41628);
(b)(ii) Form of Certificate (MFS Regatta Platinum) to be
issued in connection with Contract filed as
Exhibit 4(a)(ii) (Incorporated by reference to
Exhibit 4(b) to Post-Effective Amendment No. 9 to
the Registration Statement of the Registrant on
Form N-4, File No. 33-41628, filed on March 2,
1998);
(5)(a)(i) Form of Application to be used with the annuity
contract filed as Exhibit 4(a)(i) (Filed as
Exhibit 5(a) to Post-Effective Amendment No. 7 to
the Registration Statement of the Registrant on
Form N-4, File No. 33-41628;
(a)(ii) Form of Application to be used with the annuity
contract filed as Exhibit 4(a) (Incorporated
herein by reference to Exhibit 5(a) to
Post-Effective Amendment No. 9 to the Registration
Statement of the Registrant on Form N-4, File No.
33-41628, filed on March 2, 1998);
(b)(i) Form of Application to be used with the
Certificate filed as Exhibit 4(b)(i) (Filed as
Exhibit 5 (b) to Post-Effective Amendment No. 7
to the Registration Statement of the Registrant on
Form N-4, File No. 33-41628);
(b)(ii) Form of Application to be used with the
Certificate filed as Exhibit 4(b) (Incorporated
herein by reference to Exhibit 5(b) to
Post-Effective Amendment No. 9 to the Registration
Statement of the Registrant on Form N-4, File
33-41628, filed on March 2, 1998);
(6) Certificate of Incorporation and By-laws of the
depositor (Incorporated herein by reference to
Exhibits 3(a) and 3(b), respectively, to the
Registration Statement of the Depositor on Form
S-1, File No. 333-37907, filed on October 14,
1997);
(7) Not Applicable;
(8)(a) Form of Participation Agreement by and between
The Alger American Fund, the Depositor, and
Fred Alger and Company, Incorporated (Filed as
Exhibit 8(a) to Post-Effective Amendment No. 13
to the Registration Statement of the Registrant
on Form N-4, File No. 33-41628, filed April 26,
1999);
(b)(i) Form of Participation Agreement dated February 17,
1998 by and between Goldman Sachs Variable,
Insurance Trust, Goldman Sachs & Co. and the
Depositor (Filed as Exhibit 8(b)(i) to
Post-Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-4, File No.
33-41628, filed April 26, 1999);
(ii) Form of Amendment No. 1 dated December 14, 1998 to
Participation Agreement filed as Exhibit 8(b)(i)
(Filed as Exhibit 8(b)(ii) to Post-Effective
Amendment No. 13 to Registrant's Registration
Statement on Form N-4, File No. 33-41628, filed
April 26, 1999);
(iii) Form of Amendment No. 2 dated as of March 15, 1999
to Participation Agreement filed as
Exhibit 8(b)(i) (Filed as Exhibit 8(b)(iii) to
Post-Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-4, File No.
33-41628, filed April 26, 1999);
(c) Form of Fund Participation Agreement between
Depositor and J.P. Morgan Services Trust II
(Filed as Exhibit 8(c) to Post-Effective
Amendment No. 13 to Registrant's Registration
Statement on Form N-4, File No. 33-41628, filed
April 26, 1999);
(d) Form of Participation Agreement dated February 17,
1998 by and among MFS/Sun Life Services Trust, the
Depositor and Massachusetts Financial Services
Company (Filed as Exhibit 8(d) to Post-Effective
Amendment No. 13 to Registrant's Registration
Statement on Form N-4, File No. 33-41628, filed
April 26, 1999);
(e) Form of Participation Agreement dated February 17,
1998 by and among OCC Accumulation Trust, the
Depositor and OCC Distributors (Filed as Exhibit
8(e) to Post-Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-4,
File No. 33-41628, filed April 26, 1999);
(f) Form of Participation Agreement dated February,
1998 by and among the Depositor, Warburg Pincus
Trust, Warburg Pincus Asset Management, Inc. and
Counsellors Securities, Inc. (Filed as Exhibit
8(f) to Post-Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-4,
File No. 33-41628, filed April 26, 1999);
(9) Opinion of Counsel and Consent to its use as to
the legality of the securities being registered
(Previously filed).
(10)(a) Consent of Deloitte & Touche, LLP*
(b) Representation of Counsel Pursuant to Rule
485(b)*
(11) Financial Statement Schedules I and VI
(Incorporated herein by reference to the
Depositor's Form 10-K Annual Report for the
fiscal year ended December 31, 1998, filed on
March 31, 1999)
(12) Not Applicable;
(13) Schedule for Computation of Performance
Quotations (Incorporated by reference to
Exhibit 13 to Post-Effective Amendment No. 10
to the Registration Statement of the Registrant
on Form N-4, File No. 33-41628, filed on
April 29, 1998)
(14) Not Applicable; and
(15) Power of Attorney for Gregory W. Gee (In
addition to Powers of Attorney for Directors
Stewart, Horn, Bailey, Crum, MacNaughton and
Raboy, incorporated herein by reference to
Exhibit 15 to Post-Effective Amendment No. 12 to
the Registration Statement of the Registrant
on Form N-4, File No. 33-41628, filed on
February 22, 1999)*.
(16) Organizational Chart of Sun Life
Assurance Company of Canada
* Filed herewith
<PAGE>
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
James A. McNulty, III Senior Vice President and
One Sun Life Executive Park General Manager and Director
Wellesley Hills, MA 02481
Gregory W. Gee Director
150 King Street West
Toronto, Ontario
Canada M5H 1J9
David D. Horn Director
Strong Road
New Vineyard, ME 04956
Richard B. Bailey Director
63 Atlantic Avenue
Boston, MA 02110
M. Colyer Crum Director
104 Westcliff Road
Weston, MA 02493
Angus A. MacNaughton Director
c/o GenStar Investment Corporation
555 California Street, Suite 4850
San Francisco, CA 94104
S. Caesar Raboy Director
220 Boylston Street
Boston, MA 02110
<PAGE>
Name and Principal Positions and Offices
Business Address with Depositor
---------------- --------------
Robert P. Vrolyk Vice President, Finance, Actuary
One Sun Life Executive Park and Treasurer
Wellesley Hills, MA 02481
James M.A. Anderson Vice President, Investments
One Sun Life Executive Park
Wellesley Hills, MA 02481
Peter F. Demuth Vice President and Chief Counsel
One Sun Life Executive Park and Assistant Secretary
Wellesley Hills, MA 02481
Robert K. Leach Vice President, Finance
One Copley Place and Product
Boston, MA 02116
Edward J. Ronan Vice President, Retirement
One Copley Place Products and Services
Boston, MA 02116
Ellen B. King Counsel, Litigation and Secretary
One Sun Life Executive Park
Wellesley Hills, MA 02481
Item 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
No person is directly or indirectly controlled by the Registrant. The
Registrant is a separate account of Sun Life Assurance Company of Canada
(U.S.), a wholly-owned subsidiary of Sun Life of Canada (U.S.) Holdings,
Inc., a wholly-owned subsidiary of Sun Life Assurance Company of Canada -
U.S. Operations Holdings, Inc., which is in turn a wholly-owned subsidiary of
Sun Life Assurance Company of Canada.
The organizational chart of Sun Life Assurance of Canada is included as
Exhibit 16 hereto.
<PAGE>
None of the companies listed in Exhibit 16 hereto is a subsidiary of the
Registrant; therefore, the only financial statements being filed are those of
Sun Life Assurance Company of Canada (U.S.).
Item 27. NUMBER OF CONTRACT OWNERS:
As of August 31, 1999, there were 56,878 qualified and 111,072
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 submit to a court of appropriate
jurisdiction the question whether such indemnification by them is against
public policy as expressed in the Act, unless in the opinion of their counsel
the matter has been settled by controlling precedent, and will be governed by
the final adjudication of such issue.
Item 29. PRINCIPAL UNDERWRITERS
(a) Clarendon Insurance Agency, Inc., a wholly-owned subsidiary of the
Depositor, acts as general distributor for the Registrant, Sun Life of Canada
(U.S.) Variable Accounts C, D, E, G, H and I, Sun Life (N.Y.) Variable
Accounts A, B and C, and Money Market Variable Account, High Yield Variable
Account, Capital Appreciation Variable Account, Government Securities
Variable Account, World Governments Variable Account, Total Return Variable
Account, and Managed Sectors Variable Account.
<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address* with Underwriter
---------------- ----------------
<S> <C>
Anne M. Georges.................... President and Director
Robert P. Vrolyk................... Treasurer and Director
James M.A. Anderson................ Director
S. Caesar Raboy.................... Director
C. James Prieur.................... Director
Roy P. Creedon..................... Secretary
Donald E. Kaufman.................. Vice President
Cynthia M. Orcutt.................. Vice President
Laurie Lennox...................... Vice President
Maura A. Murphy.................... Assistant Secretary
Peter Marion....................... Tax Officer
</TABLE>
- -------------
* The principal business address of all directors and officers of the
principal underwriter except Ms. Georges, Ms. Lennox and Mr. Raboy is One
Sun Life Executive Park, Wellesley Hills, Massachusetts 02481. The principal
business address of Ms. Georges and Ms. Lennox is One Copley Place, Boston,
Massachusetts 02116. The principal business address of Mr. Raboy is 220
Boylston Street, Boston, Massachusetts 02110.
(a) 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, in whole or in part, by Sun Life Assurance Company
of Canada (U.S.) at its executive office at One Sun Life Executive Park,
Wellesley Hills, Massachusetts 02481, at the offices of the Sun Life Annuity
Service Center at One Copley Place, Boston, Massachusetts 02116, or at the
offices of Clarendon Insurance Agency, Inc., at 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 Contracts, in the aggregate, are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by the insurance company.
The registrant is relying on the no-action letter issued by the Division
of Investment Management of the Securities and Exchange Commission to
American Council of Life Insurance, Ref. No. IP-6-88, dated November 28,
1988, the requirements for which have been complied with by the Registrant.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant certifies that it meets all of the requirements
of Securities Act Rule 485(b) for effectiveness of this Post-Effective
Amendment No. 14 to the Registration Statement and has caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf, in the Town of Wellesley Hills, and Commonwealth of Massachusetts on
this 13th day of September, 1999.
<TABLE>
<S> <C> <C>
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
</TABLE>
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ------------------------------------ --------------
<S> <C> <C>
/s/ C. JAMES PRIEUR President and Director September 13, 1999
- ------------------------------------- (Principal Executive Officer)
C. James Prieur
/s/ ROBERT P. VROLYK Vice President, Finance, Actuary and September 13, 1999
- ------------------------------------- Treasurer (Principal Financial and
Robert P. Vrolyk Accounting Officer)
* /s/ DONALD A. STEWART Chairman and Director September 13, 1999
- -------------------------------------
Donald A. Stewart
* /s/ RICHARD B. BAILEY Director September 13, 1999
- -------------------------------------
Richard B. Bailey
</TABLE>
* By Edward M. Shea pursuant to Power of Attorney filed as Exhibit 15 to
Post-Effective Amendment No. 12 to Registrant's Registration Statement on
Form N-4 (File No. 33-41628).
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------------------------------------- --------------
<S> <C> <C>
* /s/ M. COLYER CRUM Director September 13, 1999
- -------------------------------------
M. Colyer Crum
* /s/ DAVID D. HORN Director September 13, 1999
- -------------------------------------
David D. Horn
** /s/ GREGORY W. GEE Director September 13, 1999
- -------------------------------------
Gregory W. Gee
* /s/ ANGUS A. MACNAUGHTON Director September 13, 1999
- -------------------------------------
Angus A. MacNaughton
/s/ JAMES A. McNULTY, III Senior Vice President and September 13, 1999
- ------------------------------------- General Manager and Director
James A. McNulty, III
*/s/ S. CAESAR RABOY Director September 13, 1999
- -------------------------------------
S. Caesar Raboy
</TABLE>
* By Edward M. Shea pursuant to Power of Attorney filed as Exhibit 15 to
Post-Effective Amendment No. 12 to Registrant's Registration Statement on
Form N-4 (File No. 33-41628).
** By Edward M. Shea pursuant to Power of Attorney filed as Exhibit 15 hereto.
<PAGE>
EXHIBIT 10 (a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 14 to Registration Statement No. 33-41628 of Sun Life of Canada (U.S.)
Variable Account F on Form N-4 of our report date February 4, 1999
accompanying the financial statements of Sun Life of Canada (U.S.) Variable
Account F appearing in the Statement of Additional Information, which is part
of such Registration Statement, to the incorporation by reference of our
report dated February 5, 1999 accompanying the statutory financial statements
of Sun Life Assurance Company of Canada (U.S.) appearing in the Prospectus,
which is part of such Registration Statement, and to the incorporation by
reference of our reports dated February 5, 1999 appearing in the Annual
Report on Form 10-K of Sun Life Assurance Company of Canada (U.S.) for the
year ended December 31, 1998.
We also consent to the references to us under the headings "Condensed
Financial Information - Accumulation Units Values" and "Accountants" in such
Prospectus and under the heading "Accountants" in such Statement of
Additional Information.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
September 13, 1999
<PAGE>
Exhibit 10(b)
REPRESENTATION OF COUNSEL
I, Sandra M. DaDalt, in my capacity as counsel to Sun Life of Canada (U.S.)
Variable Account F (the "Account") have reviewed this Amendment to the
Registration Statement of the Account which is being filed pursuant to paragraph
(b) of Rule 485 under the Securities Act of 1933. Based on my review of this
Post-effective Amendment and such other material relating to the operations of
the Account as I deemed relevant, I hereby certify as of the date of filing this
Amendment, that the Amendment does not contain disclosure which would render it
ineligible to become effective pursuant to paragraph (b) of Rule 485.
I hereby consent to the filing of this representation as part of this Amendment
to the Registration Statement of the Account.
/s/ SANDRA DADALT
--------------------
Sandra DaDalt, Esq.
September 13, 1999
<PAGE>
EXHIBIT 15
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that Gregory W. Gee, 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 and all capacities, to sign a
Registration Statement on Form N-4 of Sun Life of Canada (U.S.) Variable
Account F (Reg. No. 33-41628), 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 of hereof.
/s/ GREGORY W. GEE
----------------------------
Gregory W. Gee
September 1, 1999
<PAGE>
ORGANIZATIONAL CHART
<TABLE>
<CAPTION>
<S> <C>
SUN LIFE ASSURANCE COMPANY OF CANADA
- -------------------------------------------------------------------------------------------------------------------------------
|
|
SUN LIFE OF CANADA
UK HOLDINGS plc
(United Kingdom)
|
|
|-------------------------------------------------------------------------------------------------------
| |
| |
CONFEDERATION SUN LIFE ASSURANCE
U.K. HOLDINGS plc COMPANY OF CANADA
(England and Wales) (U.K.) LIMITED
| (England and Wales)
| |
|-------------------------------------------------------------------| |
| | | | |
| | | | |
CONFEDERATION SUN LIFE OF CANADA CONFEDERATION SLC FINANCIAL SUN LIFE OF CANADA
LIFE INSURANCE (UK) GROUP SERVICES MORTGAGE SERVICES SERVICES (U.K.) INDEPENDENT LIMITED
COMPANY (U.K.) LIMITED LIMITED LIMITED (England and Wales)
LIMITED (England and Wales) (England and Wales) (England and Wales) Financial adviser
(England and Wales) Management services Holding company
| |
| |
|---------------------------------------------| |----------------|-------------------------|
| | |90% |10% | |
| | | | | |
SLC POOLED SLC PENSION CONFEDERATION SUN BANK PLC CONFEDERATION
PENSIONS LIMITED INVESTMENT CAPITAL CORP. (England and Wales) PROPERTY SERVICES
(England and Wales) MANAGEMENT LIMITED plc | LIMITED
(England and Wales) (England and Wales) | (England and Wales)
(Inactive and in (Inactive) | Estate agency
liquidation) | franchising
|
|---------------------------------------------------------------------------|
| | | |
| | | |
CONFEDERATION EXETER TRUST SUN BANK PRIMETT PROPERTY
MORTGAGE SERVICES LIMITED OFFSHORE LTD. MANAGEMENT LIMITED
(UK) LIMITED (England and Wales) (State of New Jersey - (England and Wales)
(England and Wales) Banking Channel Islands)
|
|
|
|----------------------------------|
| |
| |
EXETER TRUST EXETER TRUST SUNEXETER
FINANCIAL INSURANCE LIMITED
SERVICES LIMITED ----- SERVICES LIMITED (England and Wales)
(England and Wales) (England and Wales) Non-trading
Leasing Non-trading
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SUN LIFE ASSURANCE COMPANY OF CANADA
- -------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------
|
|
SLC ASSET
MANAGEMENT LIMITED
(England and Wales)
|
|
|------------------------------------------------------------------|
| |
| |
SUN LIFE OF CANADA LANGBOURN PROPERTY
UNIT MANAGERS INVESTMENT SERVICES
LIMITED (SLOCUM) LIMITED
(England and Wales) (England and Wales)
Unit trusts manager |
| |
| |
| |------------------------------------------|------------------------|
| | | | |
| | | | |
SUN LIFE OF CANADA LANGBOURN COURTS NOMINEES EAGLE NOMINEES MARE NOMINEES
NOMINEES LIMITED FINANCIAL LIMITED LIMITED LIMITED
(SLOCNOM) SERVICES LIMITED (England and Wales) (England and Wales) (England and Wales)
(England and Wales) (England and Wales) Nominee Nominee Nominee
Unit trust nominee Financial, services services services
investment and
advisory services
|
|
|----------------------------------------|
| |
| |
BROAD STREET BUCKINGHAM
MALL LIMITED ESTATE
(England and Wales) (GENERAL PARTNER)
Management services LIMITED
(England and Wales)
Management services
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SUN LIFE ASSURANCE COMPANY OF CANADA
- -------------------------------------------------------------------------------------------------------------------------------
| | | | | | |
| SPECTRUM UNITED McLEAN BUDDEN | SUN LIFE OF CANADA THE STORMONT 258256 HOLDINGS
| HOLDINGS, INC. LIMITED (60%) | GROUP ASSURANCE ELECTRIC LIGHT & LIMITED (50%)
| (Canada) (Canada) | COMPANY POWER COMPANY (Ontario)
| | Investment counsel, | (Inactive and (Ontario) Investment
| | Portfolio management | to be dissolved) Holding company vehicle
| | and mutual | |
| | fund manager | |
| | | |
| |----------------------| | |
| | | | |
| SPECTRUM UNITED SUNETCO 1245792 THE GLENGARRY AND
| MUTUAL FUNDS INC. INVESTMENT ONTARIO, INC. STORMONT RAILWAY
| (Canada) SERVICES, INC. (Ontario) COMPANY (71.3%)
| | (Canada) Holding (Canada)
| | | company
| | | |
| |29.4% 29.4%| 41.2%|
| |-----------------------------------------|
| |
| |
| SUN LIFE FINANCIAL
| HOLDINGS INC.
| (Ontario)
| |
| |
| |
|-----| |----------------------|---------------------------|
16% | |11% | |
| | | |
CENTURY 21 REAL SUN LIFE TRUST SUN LIFE
ESTATE CANADA COMPANY SECURITIES INC.
LTD. (27%) (Canada) (Canada)
(Canada) | |
| |
| |
SUN LIFE SAVINGS T.E. FINANCIAL
AND MORTGAGE CONSULTANTS LTD.
CORPORATION (33.3%)
(Canada) (Canada)
|
|
T.E. INVESTMENT
COUNSEL
(Canada)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SUN LIFE ASSURANCE COMPANY OF CANADA
- -------------------------------------------------------------------------------------------------------------------------------
| | | | | | | | | | | |
279906 | PANORAMA | RIVERSIDE TERRACE | S. & M. | 169086 | ASSURE HEALTH |
ONTARIO | APARTMENTS | (OTTAWA) LIMITED | DEVELOPMENTS | CANADA LIMITED | INC. (12%) |
LIMITED | LTD. | (Ontario) | LTD. | (Canada) | (Canada) |
(50%) | (Alberta) | Real estate | (British | Real estate | Health services |
(Ontario) | Real estate | management | Columbia) | holding | |
Investment | management | | Real estate | | |
vehicle | | | management | | |
| | | | | |
| | | | | |
PREFERRED CANADIAN CANADIAN AMAULICO AMAULICO FIRST REAL
VISION INSURERS INSURERS LTD. FUND LTD. PROPERTIES
SERVICES CAPITAL CAPITAL (Canada) (Canada) LIMITED (17.5%)
INC. (20%) CORPORATION I CORPORATION II Oil & gas Oil & gas (Ontario)
(Canada) (19.05%) (21.43%) holding holding Real estate
Vision services (Ontario) (Ontario) company company holding
|-----------------------------------------------------------|-----------------------------------------
| |
| |
SUN LIFE OF CANADA SUN LIFE OF CANADA
(U.S.) CAPITAL (U.S.) HOLDINGS
TRUST I GENERAL PARTNER, INC.
(Delaware) (Delaware)
Trustee to General partner
institutional |
investors |
|------|----------------------------------------------------|
| | |
| | |
|* |* |----------------|---------------------|-------------------------|---------------
SUN LIFE OF CANADA SUN LIFE OF SUN BENEFIT NEW LONDON SUN LIFE INSURANCE
(U.S.) LIMITED CANADA (U.S.) SERVICES TRUST F.S.B. AND ANNUITY COMPANY
PARTNERSHIP I DISTRIBUTORS, COMPANY, INC. (Federally Charted) OF NEW YORK
(Delaware) INC. (Delaware) | (New York)
(Delaware) Pension |
| brokerage and |
| administrative |
| services |
| | |
| |----------------------|-----------------------|
SUNESCO INSURANCE NEW LONDON NLT SERVICES, INC. 80 SOUTH MAIN
AGENCY, INC. TRUST (New Hampshire) STREET CORP.
(Massachusetts) FINANCIAL Bank support (New Hampshire)
SERVICE services
CORP.
(New Hampshire)
Bank support
services
</TABLE>
- -------------------------------------------------------------------------------
* The sole general partner of Sun Life of Canada (U.S.) Limited Partnership I
(the "Limited Partnership") is Sun Life of Canada (U.S.) Holdings General
Partner, Inc. (the "General Partner"). The General Partner holds approximately
10% of the economic interest in the Limited Partnership, while Sun Life of
Canada (U.S.) Capital Trust I holds approximately 90% of the economic interest
in the Limited Partnership.
- -------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SUN LIFE ASSURANCE COMPANY OF CANADA
- ------------------------------------------------------------------------------------------------------------------------
| | | |
SUN LIFE OF SUN LIFE SUN CANADA SUN LIFE OF CANADA
CANADA REINSURANCE ASSURANCE FINANCIAL CO. (INTERNATIONAL)
HOLDINGS (U.S.), INC. COMPANY OF (Delaware) LIMITED
| CANADA - U.S. Private (Bermuda)
| OPERATIONS placement
| HOLDINGS, INC. offeror
| (Delaware)
| |
| |---------------------------------------------------------------------------
| |
SUN LIFE OF CANADA SUN LIFE OF CANADA
REINSURANCE (U.S.) HOLDINGS, INC.
COMPANY (U.S.) (Delaware)
|
|
|
- ------------------------------------------------------------|
| |
| |
SUN LIFE ASSURANCE SUN LIFE OF CANADA
COMPANY OF CANADA (U.S.) REINSURANCE (BARBADOS) LIMITED
(Delaware) reinsurance
| (Barbados)
|
- -------------------------------------------------------------------------------------------------------------------------------
| | | | | | |
| SUN CAPITAL | CLARENDON SUN LIFE OF CANADA SUN LIFE FINANCIAL SUN LIFE INFORMATION
| ADVISERS, INC. | INSURANCE (U.S.) SPE 97-1, SERVICES LIMITED SERVICES IRELAND
| (Delaware) | AGENCY, INC. INC. (Bermuda) LIMITED
| | (Massachusetts) (Delaware) Off-shore (Republic of Ireland)
| | Limited purpose administrative Off-shore technology
| | entity services
| |
| |
SUN LIFE FINANCE SUN FINANCIAL
CORPORATION GROUP ADVISERS, INC.
(Inactive) (Inactive)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SUN LIFE ASSURANCE COMPANY OF CANADA
- -------------------------------------------------------------------------------------------------------------------------------
| | | | |
| | | | |
SUN LIFE OF CANADA SUN LIFE ASSURANCE PT ASURANSI SLC SERVICES |
INTERNATIONAL COMPANY OF CANADA SUN LIFE PERU S.A. (90%) | SEE
ASSURANCE LIMITED (BARBADOS) LIMITED INDONESIA (80%) (Peru) |
(Barbados) (Barbados) (Indonesia) Advisory services | 1245792
Life insurance (Inactive) | Ontario, Inc.
company | |--------- (Ontario)
99.99%| 0.01%| Holding
- ---------------------------------| | | company
| SUN LIFE
| INVERSIONES S.A.
SUN LIFE OF CANADA (Chile)
(U.S.) FINANCIAL Holding company
SERVICES HOLDINGS, INC. |
(Delaware) |
| |
| |
MASSACHUSETTS ADMINISTRADORA
FINANCIAL SERVICES DE FONDOS DE
COMPANY PENSIONES CUPRUM S.A.
(80.1%) (31.7%)
(Delaware) (Chile)
| Pension fund
| administrator
|
|----------------------|-----------------|------------------|------------------|-------------------|---------------------
| | | | | |
| | | | | |
MFS FUND MFS RETIREMENT MFS SERVICE MFS HERITAGE MFS MFS
DISTRIBUTORS, INC. SERVICES, INC. CENTER, INC. TRUST COMPANY INSTITUTIONAL INTERNATIONAL
(Delaware) (Delaware) (Delaware) (New Hampshire) ADVISORS, INC. LTD.
Transfer agent Trustee for (Delaware) (Bermuda)
IRAs and | Offshore funds
qualified | manager and
retirement plans | distributor
| |
| | |---------------------|
|--------------| | |
| | |
| | |
MFS INSTITUTIONAL MFS INTERNATIONAL MFS INTERNATIONAL
ADVISORS (AUSTRALIA) (U.K.) LTD. S.C. LTDA.
LTD. (England and Wales) (Brazil)
(Australia) Off-shore funds Offshore marketing
manager and office
distributor
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SUN LIFE ASSURANCE COMPANY OF CANADA
- -------------------------------------------------------------------------------------------------------------------------------
| | |
| | |
SUN LIFE (INDIA) SUN LIFE (INDIA) SUN LIFE (INDIA)
AMC INVESTMENTS INC. DISTRIBUTION SECURITIES
(Canada) INVESTMENTS INC. INVESTMENTS INC.
Holding company (Canada) (Canada)
| Holding company Holding company
| | |
|---------------------| | |
| | | |
BIRLA SUN LIFE BIRLA SUN LIFE BIRLA SUN LIFE BIRLA SUN LIFE
TRUSTEE COMPANY ASSET MANAGEMENT DISTRIBUTION SECURITIES LIMITED
LIMITED (50%) COMPANY LIMITED COMPANY LIMITED (49%)
(India) (50%) (50.001%) (India)
Trustee to the (India) (India)
mutual funds |
|
|-----------------------------|
| |
| |
INDIA ADVANTAGE BIRLA CAPITAL
FUND LTD. INTERNATIONAL AMC
Holding company (Mauritius) LTD.
(Mauritius) (Mauritius)
Investment advisors/
managers
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| | | |
| | | |
MFS INTERNATIONAL, LTD. MFS HOLDINGS VERTEX INVESTMENT MFS INVESTMENT
Investment adviser AUSTRALIA PTY MANAGEMENT, INC. MANAGEMENT CO. LTD.
and distributor LIMITED (Delaware) (Japan)
(Ireland) (Australia)
(Inactive and to |
be dissolved) |
UNITED FUNDS
MANAGEMENT LIMITED
(Australia)
</TABLE>
Companies are wholly-owned unless otherwise indicated.
Companies shown on chart are those in which Sun Life holdings exceed 10% of
voting shares.
