<PAGE>
As Filed with the Securities and Exchange Commission on September 11, 2000
REGISTRATION NO. 333-31248
811-05846
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
POST-EFFECTIVE AMENDMENT NO. 1 /X/
TO
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 29 /X/
TO
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940
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.)
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. 20007-0805
--------------------------------------------------------------------------------
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 11, 2000 pursuant to paragraph (b) of Rule 485.
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
[ ] On (date) pursuant to paragraph (a)(1) of Rule 485.
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for
previously filed post-effective amendment.
Title of securities being registered:
Units of interest in Separate Account under variable annuity contracts.
This Amendment to the Registration Statement on Form N-4 (File No. 333-30844),
which became effective on June 26, 2000 (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 MFS Regatta Access Variable and Fixed Annuity.
The supplement included in this Amendment describes additional variable
investment options to be made available under the MFS Regatta Access annuity
contract offered pursuant to the Registration Statement. This Amendment
relates only to the supplement to the prospectus and profile for the MFS
Regatta Access annuity product incorporated by reference 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 Profile and
Prospectus dated June 26, 2000, as supplemented (incorporated herein by
reference, together with the Profile and Prospectus dated June 26, 2000 for
the Futurity Focus II Variable and Fixed Annuity, from Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-4 (Registration No.
333-31248) filed June 14, 2000), for the following:
MFS Regatta Access Variable and Fixed Annuity
<PAGE>
SUPPLEMENT DATED SEPTEMBER 11, 2000
TO
PROFILE DATED JUNE 26, 2000, AS SUPPLEMENTED
AND
PROSPECTUS DATED JUNE 26, 2000, AS SUPPLEMENTED
FOR
MFS REGATTA ACCESS
VARIABLE AND FIXED ANNUITY
ISSUED BY SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
This Supplement to the Profile dated June 26, 2000 (the "Profile") and
the Prospectus dated June 26, 2000 (the "Prospectus") for the Contract:
- amends and supplements the Profile and Prospectus as a result of the
addition of 2 new Funds -- the Global Telecommunications Series and
the Mid Cap Growth Series -- to the MFS/Sun Life Series Trust (the
"Series Fund"), effective as of September 11, 2000; and
- restates the information contained in (a) the Supplement dated June 26,
2000 to the Profile and Prospectus, which provided an expanded range of
expense examples for the Contract; and (b) the Supplement dated June 26,
2000, which amended fee information for certain of the Funds contained
in the Profile and Prospectus.
THIS SUPPLEMENT SUPERSEDES ALL PREVIOUS SUPPLEMENTS TO THE PROSPECTUS OF THE
MFS REGATTA ACCESS VARIABLE AND FIXED ANNUITY. THIS SUPPLEMENT IS NOT VALID
UNLESS ACCOMPANIED BY THE CURRENT PROSPECTUS. THIS SUPPLEMENT AND THE
PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
A. ADDITIONAL VARIABLE INVESTMENT OPTIONS
Effective immediately, with the addition of 2 new Funds -- the Global
Telecommunications Series and the Mid Cap Growth Series -- to the MFS/Sun Life
Series Trust (the "Series Fund"), you may allocate your money among 29 variable
investment options available under the MFS Regatta Access Variable and Fixed
Annuity. Market conditions will determine the value of an investment in the
Global Telecommunications Series, the Mid Cap Growth Series and any other Fund.
The Global Telecommunications Series, the Mid Cap Growth Series and the other
Funds available as variable investment options under the Contract are described
more fully in the current Series Fund prospectus, as supplemented.
As a result of the addition of the Global Telecommunications Series and
the Mid Cap Growth Series:
1. The third paragraph of Section 1, "The MFS Regatta Access
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 29 variable investment options and a range
of fixed options."
2. The list of the available investment options appearing in
Section 4, "Allocation Options," of the Profile and on the cover page of the
Prospectus is hereby supplemented by the addition of the Global
Telecommunications Series and the Mid Cap Growth Series.
<PAGE>
3. The "Variable Account Options: The Funds" section beginning on
page 8 of the Prospectus is supplemented and restated as follows:
(a) The second paragraph of the section on page 8 is deleted in its entirety
and replaced by the following:
"The Series Fund is composed of 30 independent portfolios of
securities, each of which has separate investment objectives and
policies. Shares of the Series Fund are issued in 30 series (each,
a "Fund"), each corresponding to one of the portfolios. The Contract
provides for investment by the Sub-Accounts in shares of the 29 Funds
described below. Additional portfolios may be added to the Series Fund
which may or may not be available for investment by the Variable
Account."
(b) The following Fund descriptions are added:
GLOBAL TELECOMMUNICATIONS SERIES will seek to achieve long-term
growth of capital.
MID CAP GROWTH SERIES will seek long-term growth of capital.
B. UNDERLYING FUND ANNUAL EXPENSES
1. The "Summary of Contract Expenses" table and the related footnotes
appearing on page 4 of the Prospectus are restated as follows:
SUMMARY OF CONTRACT EXPENSES
<TABLE>
<S> <C>
TRANSACTION EXPENSES
Sales Load Imposed on Purchase Payments..................... $ 0
Transfer Fee (1)............................................ $15
ANNUAL ACCOUNT FEE per Contract or Certificate (2).......... $50
VARIABLE ACCOUNT ANNUAL EXPENSES (as a percentage of average
Variable Account assets)
</TABLE>
<TABLE>
<S> <C> <C> <C>
FOR CONTRACTS WITH AN INITIAL PURCHASE FOR CONTRACTS WITH AN INITIAL PURCHASE
PAYMENT LESS THAN $1,000,000: PAYMENT OF $1,000,000 OR MORE:
Mortality and Expense Risk Charge..... 1.25% Mortality and Expense Risk Charge..... 1.00%
Administrative Expenses Charge........ 0.15% Administrative Expenses Charge........ 0.15%
----- -----
Total Variable Annuity Annual Total Variable Annuity Annual
Expenses.............................. 1.40% Expenses.............................. 1.15%
</TABLE>
DEATH BENEFIT CHARGE (if one or more of the optional death benefits is elected)
<TABLE>
<CAPTION>
NUMBER OF % OF AVERAGE
RIDERS ELECTED DAILY VALUE
-------------- ------------
<S> <C>
1 ..... 0.15%
2 ..... 0.25%
3 ..... 0.40%
</TABLE>
------------------------
(1) Currently, we impose no fee upon transfers; however, we reserve the
right to impose a fee of up to $15 per transfer. In addition, a Market
Value Adjustment may be imposed on amounts transferred from or within the
Fixed Account.
(2) The annual Account Fee will never exceed $50.
2
<PAGE>
2. The "Underlying Fund Annual Expenses" table appearing on page 5
of the Prospectus is hereby amended, supplemented and restated for certain
of the Funds as follows:
<TABLE>
<CAPTION>
OTHER TOTAL ANNUAL FUND
MANAGEMENT FUND EXPENSES (2) EXPENSES (2)
FEES (AFTER REIMBURSEMENT) (AFTER REIMBURSEMENT)
------------- --------------------- ---------------------
<S> <C> <C> <C>
Equity Income Series ......................... 0.75% 0.17% 0.92%
Global Telecommunications Series (3).......... 1.00% 0.25% 1.25%
Mid Cap Growth Series (3)..................... 0.75% 0.25% 1.00%
Research International Series ................ 1.00% 0.23% 1.23%
Technology Series (3)......................... 0.75% 0.25% 1.00%
Utility Series................................ 0.75% 0.07% 0.82%
</TABLE>
3. The footnotes to the "Underlying Fund Annual Expenses" table are
supplemented and restated as follows:
(i) Footnote (1) is deleted in its entirety and replaced by the
following:
(1) The information relating to Fund expenses was
provided by the Funds and we have not independently
verified it. You should consult the Fund
prospectus(es) for more information about Fund
expenses. For all Funds except the Technology Series,
the Global Telecommunications Series and the
Mid Cap Growth Series "Management Fees," "Other
Fund Expenses," and "Total Annual Fund Expenses" are
based on actual expenses for the fiscal year ended
December 31, 1999, net of any applicable expense
reimbursement or waiver. Expense figures shown for
the Technology Series, the Global Telecommunications
Series and the Mid Cap Growth Series are
estimates for the year 2000, based on the applicable
expense reimbursement waiver. No actual expense
figures are shown for the Technology Series, the
Global Telecommunications Series or the Mid Cap
Growth Series because these Funds commenced
operations in June 2000, September 2000 and
September 2000, respectively, and, therefore,
have less than 12 months of investment performance.
(ii) Footnote (2) is restated as follows:
(2) Each Fund has an expense offset arrangement which
reduces the Fund's custodian fee based upon the amount
of cash maintained by the Fund 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
Fund's expenses). Any such fee reductions are not
reflected under "Other Expenses" in the table. Had
these fees been taken into account, "Total Fund
Expenses" for certain of the Funds would be
as follows:
<TABLE>
<S> <C>
Bond Series...................................... 0.71%
Capital Appreciation Series...................... 0.75%
Capital Opportunities Series..................... 0.83%
Equity Income Series............................. 0.91%
Global Asset Allocation Series................... 0.88%
New Discovery Series............................. 1.05%
Strategic Income Series.......................... 1.03%
Utilities Series................................. 0.81%
</TABLE>
(iii) Footnote (3) is amended and restated as follows:
(3) MFS has contractually agreed to bear the expenses of
these Funds such that "Other Fund Expenses," after
taking into account the expense offset arrangement
described in Footnote (2) above, will not exceed
0.25% annually. This contractual arrangement will
continue until at least May 1, 2001, unless changed
with the consent of the Series Fund's Board of
Trustees; provided, however, that this contractual
arrangement will terminate prior to May 1, 2001 in
the event that "Other Fund Expenses" equal or fall
below 0.25% annually. Without taking into account
this fee waiver and/or expense reimbursement, "Other
Fund Expenses" would be estimated to be 3.26% for the
Strategic Growth Series, 0.28% for the Technology
Series, 0.76% for the Global Telecommunications
Series, and 0.67% for the Mid Cap Growth Series.
(iv) Footnote (4) is deleted in its entirety.
3
<PAGE>
C. EXPENSE EXAMPLES
1. The summary expense chart appearing in Section 5, "Expenses," of
the Profile is hereby supplemented and restated as follows:
<TABLE>
<CAPTION>
EXAMPLES
TOTAL EXPENSES
AT END
TOTAL ANNUAL TOTAL ANNUAL TOTAL (A) (B)
INSURANCE FUND ANNUAL ------------------ ----------------
SUB-ACCOUNT CHARGES EXPENSES EXPENSES 1 YEAR 10 YEARS 1 YEAR 10 YEARS
----------- ------------ ------------ ---------- -------- -------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Bond Series 1.50% 0.72% 2.22% $23 $255 $27 $295
Capital Appreciation Series 1.50% 0.76% 2.26% $23 $250 $27 $299
Capital Opportunities Series 1.50% 0.84% 2.34% $24 $268 $28 $307
Emerging Growth Series 1.50% 0.75% 2.25% $23 $258 $27 $298
Emerging Markets Equity Series 1.50% 1.60% 3.10% $31 $341 $35 $377
Equity Income Series 1.50% 0.92% 2.42% $25 $276 $29 $315
Global Asset Allocation Series 1.50% 0.89% 2.39% $24 $213 $28 $312
Global Governments Series 1.50% 0.90% 2.40% $24 $274 $28 $313
Global Growth Series 1.50% 1.01% 2.51% $25 $285 $29 $323
Global Telecommunications Series 1.50% 1.25% 2.75% $28 $308 $32 $346
Global Total Return Series 1.50% 0.89% 2.39% $24 $273 $28 $312
Government Securities Series 1.50% 0.61% 2.11% $21 $244 $25 $285
High Yield Series 1.50% 0.83% 2.33% $24 $267 $28 $306
International Growth Series 1.50% 1.23% 2.73% $28 $306 $32 $344
International Growth and Income Series 1.50% 1.16% 2.66% $27 $299 $31 $337
Managed Sectors Series 1.50% 0.79% 2.29% $23 $263 $27 $302
Massachusetts Investors Growth Stock Series 1.50% 0.83% 2.33% $24 $267 $28 $306
Massachusetts Investors Trust Series 1.50% 0.59% 2.09% $21 $242 $25 $283
Mid Cap Growth Series 1.50% 1.00% 2.50% $25 $284 $29 $322
Money Market Series 1.50% 0.57% 2.07% $21 $240 $25 $281
New Discovery Series 1.50% 1.06% 2.56% $26 $290 $30 $328
Research Series 1.50% 0.75% 2.25% $23 $258 $27 $298
Research Growth and Income Series 1.50% 0.86% 2.36% $24 $270 $28 $309
Research International Series 1.50% 1.23% 2.73% $28 $306 $32 $344
Strategic Growth Series 1.50% 1.00% 2.50% $25 $284 $29 $322
Strategic Income Series 1.50% 1.08% 2.58% $26 $291 $30 $330
Technology Series 1.50% 1.00% 2.50% $25 $284 $29 $322
Total Return Series 1.50% 0.69% 2.19% $22 $252 $26 $292
Utilities Series 1.50% 0.82% 2.32% $24 $266 $28 $305
</TABLE>
-------------------
(a) Assuming no optional death benefit riders have been elected
(b) Assuming all three optional death benefit riders have been elected
4
<PAGE>
2. The "Example" section, which appears on page 6 of the Prospectus, is
retitled "Examples" and is restated and supplemented as follows:
If you do or do not surrender your Contract, or if you annuitize your
Contract, at the end of the applicable time period, you would pay the
following expenses on a $1,000 investment, assuming an average Contract size
of $50,000, a 5% annual return and no three optional death benefit riders
have been elected:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Bond Series................................................. $23 $89 $119 $255
Capital Appreciation Series................................. $23 $71 $121 $250
Capital Opportunities Series................................ $24 $73 $125 $268
Emerging Growth Series...................................... $23 $70 $120 $258
Emerging Markets Equity Series.............................. $31 $96 $163 $341
Equity Income Series........................................ $25 $75 $129 $276
Global Asset Allocation Series.............................. $24 $75 $120 $213
Global Governments Series................................... $24 $75 $128 $274
Global Growth Series........................................ $25 $78 $134 $285
Global Telecommunication Series............................. $28 $85 $145 $308
Global Total Return Series.................................. $24 $65 $128 $273
Government Securities Series................................ $21 $66 $113 $244
High Yield Series........................................... $24 $73 $125 $267
International Growth Series................................. $28 $85 $144 $306
International Growth and Income Series...................... $27 $88 $141 $299
Managed Sectors Series...................................... $23 $72 $123 $263
Massachusetts Investors Growth Stock Series................. $24 $73 $125 $267
Massachusetts Investors Trust Series........................ $21 $65 $112 $242
Mid Cap Growth Series....................................... $25 $78 $133 $284
Money Market Series......................................... $21 $65 $111 $240
New Discovery Series........................................ $26 $80 $136 $290
Research Series............................................. $23 $70 $120 $258
Research Growth and Income Series........................... $24 $74 $126 $270
Research International Series............................... $28 $85 $144 $306
Strategic Growth Series..................................... $26 $78 $133 $284
Strategic Income Series..................................... $26 $80 $137 $291
Technology Series........................................... $25 $78 $133 $284
Total Return Series......................................... $22 $80 $117 $252
Utilities Series............................................ $24 $72 $124 $266
</TABLE>
5
<PAGE>
If you do or do not surrender your Contract, or if you annuitize your
Contract, at the end of applicable time period, you would pay the following
expenses on a $1,000 investment, assuming an average Contract size of $50,000, a
5% annual return, and all 3 optional death benefit riders have been elected:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Bond Series................................................. $27 $ 81 $139 $295
Capital Appreciation Series................................. $27 $ 83 $141 $299
Capital Opportunities Series................................ $28 $ 85 $145 $307
Emerging Growth Series...................................... $27 $ 82 $141 $298
Emerging Markets Equity Series.............................. $35 $107 $182 $377
Equity Income Series........................................ $29 $ 87 $149 $315
Global Asset Allocation Series.............................. $28 $ 87 $147 $312
Global Governments Series................................... $28 $ 87 $148 $313
Global Growth Series........................................ $29 $ 90 $153 $323
Global Telecommunications Series............................ $32 $ 97 $165 $346
Global Total Return Series.................................. $28 $ 87 $147 $312
Government Securities Series................................ $25 $ 78 $134 $285
High Yield Series........................................... $28 $ 85 $144 $306
International Growth Series................................. $32 $ 97 $164 $344
International Growth and Income Series...................... $31 $ 95 $161 $337
Managed Sectors Series...................................... $27 $ 84 $142 $302
Massachusetts Investors Growth Stock Series................. $28 $ 85 $144 $306
Massachusetts Investors Trust Series........................ $25 $ 78 $133 $283
Mid Cap Growth Series....................................... $29 $ 90 $153 $322
Money Market Series......................................... $25 $ 77 $132 $281
New Discovery Series........................................ $30 $ 92 $156 $328
Research Series............................................. $27 $ 82 $141 $298
Research Growth and Income Series........................... $28 $ 86 $146 $309
Research International Series............................... $32 $ 97 $164 $344
Strategic Growth Series..................................... $29 $ 90 $153 $322
Strategic Income Series..................................... $30 $ 92 $157 $330
Technology Series........................................... $29 $ 90 $153 $322
Total Return Series......................................... $26 $ 81 $138 $292
Utilities Series............................................ $28 $ 84 $144 $305
</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.
THE EXAMPLES ASSUME THAT ALL CURRENT WAIVERS AND REIMBURSEMENTS CONTINUE
THROUGHOUT ALL PERIODS.
6
ACCESSUPP 9/00
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF
ADDITIONAL INFORMATION
Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-4 (Registration No. 333-31248), filed June
14, 2000, is the Statement of Additional Information dated June 26, 2000 for
each of the following:
MFS Regatta Access Variable and Fixed Annuity
Futurity Focus II Variable and Fixed Annuity
<PAGE>
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) The following Financial Statements are incorporated in this
Post-Effective Amendment to the Registration Statement by
reference to Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-4 (File No. 333-31248), filed June 14, 2000:
Included in Part A:
A. Condensed Financial Information - Accumulation Unit Values
B. Financial Statements of the Depositor
Audited:
1. Consolidated Statements of Income, Years Ended
December 31, 1999, 1998 and 1997;
2. Consolidated Balance Sheets, December 31, 1999
and 1998,
3. Consolidated Statements of Comprehensive Income,
Years Ended December 31, 1999, 1998 and 1997;
4. Consolidated Statements of Stockholder's Equity,
Years Ended December 31, 1999, 1998 and 1997;
5. Consolidated Statements of Cash Flows, Years
Ended December 31, 1999, 1998 and 1997;
6. Notes to Consolidated Financial Statements; and
7. Independent Auditors' Report.
Unaudited:
1. Consolidated Statements of Income (unaudited) -
Three Months Ended March 31, 2000 and
March 31, 1999
2. Consolidated Balance Sheets (unaudited) -
March 31, 2000 and December 31, 1999
3. Consolidated Statements of Comprehensive Income
(unaudited)- Three Months Ended March 31, 2000
and March 31, 1999
4. Consolidated Statements of Changes in
Stockholder's Equity (unaudited)-
Three Months Ended March 31, 2000 and
March 31, 1999
5. Consolidated Statements of Cash Flows (unaudited)-
Three Months Ended March 31, 2000
and March 31,1999
6. Notes to Unaudited Consolidated Financial
Statements
Included in Part B
A. Financial Statements of the Registrant
1. Statement of Condition, December 31, 1999;
2. Statement of Operations, Year Ended December 31,
1999;
3. Statements of Changes in Net Assets, Years Ended
December 31, 1999 and December 31, 1998;
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) Form of Flexible Payment Combination
Fixed/Variable Group Annuity Contract (Filed as
Exhibit 4(a) to Pre-Effective Amendment No. 1 to
the Registration Statement of the Registrant on
Form N-4, File No. 333-31248, filed on June 16,
2000;
(b) Form of Certificate to be issued in connection
with Contract filed as Exhibit 4(a) (Filed as
Exhibit 4(b) to Pre-Effective Amendment No. 1 to
the Registration Statement of the Registrant on
Form N-4, File No. 333-31248, filed on
June 16, 2000;
(c) Form of Flexible Payment Combination
Fixed/Variable Individual Annuity Contract (Filed
as Exhibit 4(c) to Pre-Effective Amendment No. 1
to the Registration Statement of the Registrant on
Form N-4, File No. 333-31248, filed on
June 16, 2000;
(5) Form of Application to be used with Contracts
filed as Exhibits 4(a), 4(b) and 4(c) (Filed as
Exhibit 5 to Pre-Effective Amendment No. 1 to the
Registration Statement of the Registrant on Form
N-4, File No. 333-31248, filed on June 16, 2000);
(6)(a) 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);
(b) By-Laws of the Depositor, as amended effective
as of January 1, 2000 (Filed as Exhibit 6(b) to
Pre-Effective Amendment No. 1 to the
Registration Statement of the Registrant, File
No. 333-05846, filed on June 9, 2000);
(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);
(g) Form of Participation Agreement dated February 17,
1998 by and among the Depositor, AIM Variable
Insurance Funds, Inc., AIM Distributors, Inc.,
and Clarendon Insurance Agency, Inc. (Filed as
Exhibit 8(g) to Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-4,
File No. 333-82957, filed on February 3, 2000);
(h) Form of Participation Agreement dated August 18,
1999 by and among the Depositor, Sun Capital
Advisers Trust and Sun Capital Advisers, Inc.
(Filed as Exhibit 8(h) to Post-Effective Amendment
No. 1 to Registrant's Registration Statement on
Form N-4, File No. 333-82957, filed on February 3,
2000);
(9) Opinion of Counsel as to the legality of the
securities being registered and Consent to its
use (Filed as Exhibit 9 to the Registration
Statement on Form N-4, File No. 333-31248,
filed on February 28, 2000);
(10)(a) Consent of Independent Auditors*;
(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, 1999, filed on
March 22, 2000);
(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;
(15)(a) Powers of Attorney (Incorporated by reference to
the Registration Statement on Form S-6, File No.
333-94359, filed January 10, 2000);
(b) Power of Attorney of David D. Horn (Incorporated
by reference to Post-Effective Amendment No. 1 to
the Registration Statement on Form N-4, File No.
333-82957, filed February 3, 2000);
(c) Power of Attorney of William W. Stinson
(Incorporated by reference to Post-Effective
Amendment No. 23 to the Registration Statement
on Form N-4, File No. 2-78738, filed April 20,
2000); and
(16) Organizational Chart (Filed as Exhibit 16 to
Pre-Effective Amendment No. 1 to Registration
Statement on Form N-4, File No. 333-30844,
filed on June 9, 2000)
* 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 Vice Chairman and Director
150 King Street West
Toronto, Ontario
Canada M5H 1J9
James A. McNulty, III President and Director
One Sun Life Executive Park
Wellesley Hills, MA 02481
Gregory W. Gee Director
150 King Street West
Toronto, Ontario
Canada M5H 1J9
David D. Horn Director
Strong Road
New Vineyard, ME 04956
Angus A. MacNaughton Director
Genstar Investment Corporation
555 California Street, Suite 4850
San Francisco, CA 94104
S. Caesar Raboy Director
220 Boylston Street
Boston, MA 02110
William W. Stinson Director
Canadian Pacific Limited
1800 Bankers Hall, East Tower
855 - 2nd Street S.W.
Calgary, Alberta
Canada T2P 4ZS
<PAGE>
Name and Principal Positions and Offices
Business Address with Depositor
---------------- --------------
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
Ronald J. Fernandes Vice President, Retirement
One Copley Place Products and Services
Boston, MA 02116
Ellen B. King Senior Counsel and Secretary
One Sun Life Executive Park
Wellesley Hills, MA 02481
Davey S. Scoon Vice President, Finance and
One Sun Life Executive Park Treasurer
Wellesley Hills, MA 02481
Robert P. Vrolyk Vice President and
One Sun Life Executive Park Actuary
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 organization chart of Sun Life Assurance Company of Canada is
incorporated herein by reference to Exhibit 16 to Pre-Effective Amendment
No. 1 to Registrant's Registration Statement on Form N-4, File No. 333-30844,
filed June 9, 2000.
<PAGE>
None of the companies listed in such Exhibit 16 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 September 1, 2000, 59 qualified and 159 non-qualified Contracts had
been issued by the Depositor with respect to the Securities registered pursuant
to this Registration Statement.
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.), as amended effective
January 1, 2000 (a copy of which was filed as Exhibit 6(b) to Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-30844)
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 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.
<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address* with Underwriter
---------------- ----------------
<S> <C>
William Franca..................... Managing Principal
Michael M. Senning................. Managing Principal
Davey S. Scoon..................... Treasurer and Director
James M.A. Anderson................ Director
Ronald J. Fernandes................ Director
James A. McNulty, III.............. Director
George E. Maden.................... Secretary
Brian A. Krivitsky................. Vice President
Cynthia M. Orcutt.................. Vice President
Norton A. Goss, II................. Assistant Vice President
</TABLE>
-------------
* The principal business address of all directors and officers of the
principal underwriter except Messrs. Fernandes, Goss and Krivitsky is One
Sun Life Executive Park, Wellesley Hills, Massachusetts 02481. The principal
business address of Messrs. Fernandes, Goss and Krivitsky is One Copley
Place, Boston, Massachusetts 02116.
(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 offices at One Sun Life Executive Park, Wellesley Hills,
Massachusetts 02481, and 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
The Registrant hereby undertakes:
(a) To file a post-effective amendment to this Registration Statement as
frequently as is necessary to ensure that the audited financial statements in
the Registration Statement are never more than 16 months old for so long as
payments under the variable annuity Contracts may be accepted;
(b) To include either (1) as part of any application to purchase a Contract
offered by the prospectus, a space that an Applicant can check to request a
Statement of Additional Information, or (2) a post card or simiilar written
communication affixed to or included in the prospectus that the Applicant can
remove to send for a Statement of Additional Information;
(c) To deliver any Statement of Additional Information and any financial
statements required to be made available under SEC Form N-4 promptly upon
written or oral request.
(d) Representation with respect to Section 26(e)of the Investment Company
Act of 1940: Sun Life Assurance Company of Canada (U.S.) represents that the
fees and charges deducted under the Contracts, in the aggregate, are
reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by the insurance company.
The Registrant is relying on the no-action letter issued by the Division
of Investment Management of the Securities and Exchange Commission to
American Council of Life Insurance, Ref. No. IP-6-88, dated November 28,
1988, the requirements for which have been complied with by the Registrant.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant certifies that it meets all of the requirements
of Securities Act Rule 485 for effectiveness of this Post-Effective Amendment
No. 1 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 31st day
of August, 2000.
<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/ JAMES A. McNULTY, III
----------------------------
James A. McNulty, III
President
</TABLE>
Attest: /s/ SANDRA M. DADALT
----------------------------
Sandra M. DaDalt
Senior Counsel
As required by the Securities Act of 1933, this Post-Effective Amendment
to the Registration Statement has been signed below 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/ JAMES A. McNULTY, III President and Director August 31, 2000
------------------------------------- (Principal Executive Officer)
James A. McNulty, III
/s/ DAVEY S. SCOON Vice President, Finance August 31, 2000
------------------------------------- and Treasurer
Davey S. Scoon (Principal Financial and Accounting Officer)
/s/ SANDRA M. DADALT Attorney-in-Fact for: August 31, 2000
------------------------------------- Donald A. Stewart, Chairman and Director*
Sandra M. DaDalt C. James Prieur, Vice Chairman and Director*
Gregory W. Gee, Director*
David D. Horn, Director**
Angus A. McNaughton, Director*
S. Caesar Raboy, Director*
William W. Stinson, Director***
</TABLE>
* Pursuant to Power of Attorney filed as Exhibit 8 to the Registration
Statement on Form S-6 (File No. 333-94359), filed January 10, 2000.
** Pursuant to Power of Attorney filed as Exhibit 15(b) to Post-Effective
Amendment No. 1 to Registrant's Registration Statement on Form N-4 (File
No. 333-82957), filed February 3, 2000.
*** Pursuant to Power of Attorney filed as an Exhibit to Post-Effective
Amendment No. 23 to the Registration Statement on Form N-4, File No. 2-78738,
filed April 20, 2000.
<PAGE>
EXHIBIT INDEX
(10)(a) Consent of Independent Auditors
(10)(b) Representation of Counsel pursuant to Rule 485(b)
