<PAGE>
As Filed with the Securities and Exchange Commission on April 6, 2000
REGISTRATION NO. 33-29852
811-05846
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM N-4
POST-EFFECTIVE AMENDMENT NO. 11 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
AND
AMENDMENT NO. 25 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 02481
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
DEPOSITOR'S TELEPHONE NUMBER: (781) 237-6030
EDWARD M. SHEA, ASSISTANT VICE PRESIDENT AND SENIOR COUNSEL
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
RETIREMENT PRODUCTS AND SERVICES
ONE COPLEY PLACE
BOSTON, MASSACHUSETTS 02116
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPIES OF COMMUNICATIONS TO:
JOAN E. BOROS, ESQ.
JORDAN BURT BOROS CICCHETTI BERENSON & JOHNSON LLP
1025 THOMAS JEFFERSON STREET, N.W.
SUITE 400 EAST
WASHINGTON, DC 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 May 1, 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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART A
INFORMATION REQUIRED IN A PROSPECTUS
Attached hereto and made a part hereof is the Prospectus dated May 1,
2000.
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
MAY 1, 2000
PROFILE
MFS REGATTA
VARIABLE AND FIXED
ANNUITY
THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT POINTS THAT YOU
SHOULD KNOW AND CONSIDER BEFORE PURCHASING THE CONTRACT. THE CONTRACT IS MORE
FULLY DESCRIBED IN THE FULL PROSPECTUS WHICH ACCOMPANIES THIS PROFILE. PLEASE
READ THE PROSPECTUS CAREFULLY.
1. THE MFS REGATTA ANNUITY
The MFS Regatta Annuity is a single payment deferred annuity contract
("Contract") designed for use in connection with retirement and deferred
compensation plans, some of which may qualify for favorable federal income tax
treatment. The Contract is intended to help you achieve your retirement savings
or other long-term investment goals.
The Contract has two phases: an Accumulation Phase and an Income Phase.
During the Accumulation Phase any investment earnings under your Contract
accumulate on a tax-deferred basis and are taxed as income only when withdrawn.
You determine the length of the Accumulation Phase. During the Income Phase, we
make annuity payments in amounts determined in part by the amount of money you
have accumulated under your Contract during the Accumulation Phase. You choose
when the Income Phase begins.
You may choose among 7 variable investment options and a range of fixed
interest options. For a variable investment return you choose one or more
Sub-Accounts in our Variable Account, each of which invests in shares of a
corresponding series of the MFS/Sun Life Series Trust (collectively, the
"Series") listed in Section 4. The value of any portion of your Contract
allocated to the Sub-Accounts will fluctuate up or down depending on the
performance of the Series you select, and you may experience losses. For a fixed
interest rate, you may choose one or more Guarantee Periods offered in our Fixed
Account, each of which earns its own Guaranteed Interest Rate if you keep your
money in that Guarantee Period for the specified length of time.
The Contract is designed to meet your need for investment flexibility.
Until we begin making annuity payments under your Contract, you can, subject to
certain limitations, transfer money between options up to 12 times each year
without a transfer charge or adverse tax consequences.
2. ANNUITY PAYMENTS (THE INCOME PHASE)
Just as you can elect to have your Contract value accumulate on either a
variable or fixed basis, or a combination of both, you can elect to receive
annuity payments on either a variable or fixed basis or both. If you choose to
have any part of your annuity payments come from the Sub-Accounts, the dollar
amount of your annuity payments may fluctuate.
The Contract offers a variety of annuity options. You can select from
among the following methods of receiving either variable or fixed annuity
payments under your Contract: (1) monthly payments continuing for your lifetime
(assuming you are the annuitant); (2) monthly payments for your lifetime, but
with payments continuing to your chosen beneficiary for 5, 10, 15 or 20 years if
you die before the end of the period you have selected; (3) monthly payments for
your lifetime and the life of another person (usually your spouse) you have
chosen; and (4) monthly payments for a specified number of years (between 5 and
30), with a cash-out option for variable payments. You can also select a fixed
payment option where we will hold the amount applied to provide fixed annuity
payments with interest accrued at the rate we determine from time to time, which
will be at least 4% per year. We may also agree to other annuity options at our
discretion.
Once the Income Phase begins, you cannot change your choice of annuity
payment method.
<PAGE>
3. PURCHASING A CONTRACT
You may purchase a Contract for $5,000 or more, under most circumstances.
We will not accept a purchase payment over $1 million unless we have approved
the payment in advance.
4. ALLOCATION OPTIONS
You can allocate your money among Sub-Accounts investing in the following
Series of the
MFS/Sun Life Series Trust:
<TABLE>
<S> <C>
Capital Appreciation Series Managed Sectors Series
Global Governments Series Money Market Series
Government Securities Series Total Return Series
High Yield Series
</TABLE>
Market conditions will determine the value of an investment in any Series.
Each Series is described in the prospectus of the MFS/Sun Life Series Trust.
In addition to these variable options, you may also allocate your money to
one or more of the Guarantee Periods we make available. For each Guarantee
Period, we offer a Guaranteed Interest Rate for the specified length of time.
5. EXPENSES
The charges under the Contracts are as follows:
We impose an annual Account Fee equal to the lesser of $30 or 2% of the
value of your Contract. We also deduct insurance charges (which include an
administrative expense charge) equal to 1.40% per year of the average daily
value of the Contract allocated among the Sub-Accounts.
There are no sales charges when you purchase your MFS Regatta Annuity.
However, if you withdraw money from your Contract, we will, with certain
exceptions, impose a withdrawal charge. Your Contract allows a "free withdrawal
amount," which you may withdraw before you incur the withdrawal charge. The rest
of your withdrawal is subject to a withdrawal charge equal to a percentage of
your withdrawal and is determined in accordance with the table below. The
percentage varies according to the Account Year in which you make the
withdrawal.
<TABLE>
<CAPTION>
ACCOUNT YEAR WITHDRAWAL CHARGE
- ------------ -----------------
<S> <C>
1 6%
2 6%
3 5%
4 5%
5 4%
6 4%
7 3%
8 or more 0%
</TABLE>
If you withdraw, transfer, or annuitize money allocated to a Guarantee
Period more than 30 days before the expiration date of the Guarantee Period, the
amount will be subject to a Market Value Adjustment. This adjustment reflects
the relationship between our current Guaranteed Interest Rates and the
Guaranteed Interest Rate applicable to the amount being withdrawn. If your
Guaranteed Interest Rate is more than 0.50% higher than the Guaranteed Interest
Rate we currently declare for Guarantee Periods equal to the balance of your
Guarantee Period, the Market Value Adjustment will increase your Account Value.
Otherwise, the Market Value will decrease your Account Value.
In addition to the charges we impose under the Contracts, there are
charges (which include management fees and operating expenses) imposed by each
Series, which range from 0.56% to 0.88% of the average net assets of the Series,
depending upon which Series you have selected. The investment adviser has agreed
to waive or reimburse a portion of expenses for some of the Series; without this
agreement, Series expenses could be higher.
2
<PAGE>
The following chart is designed to help you understand the expenses you
will incur under your Contract, if you invest in one or more of the
Sub-Accounts. The column "Total Annual Expenses" shows the sum of the "Total
Annual Insurance Charges," as defined just above the chart, and the total
expenses for each Series. The next two columns show two examples of the
expenses, in dollars, you would pay under a Contract. The examples assume that
you invested $1,000 in a Contract which earns 5% annually and that you withdraw
your money (1) at the end of one year or (2) at the end of 10 years. For the
first year, the Total Annual Expenses are deducted, as well as withdrawal
charges. For year 10, the example shows the aggregate of all of the annual
expenses deducted for the 10 years, but there is no withdrawal charge.
"Total Annual Insurance Charges" of 1.50% as set forth in the table below
include the insurance charges of 1.40%, plus an additional 0.10%, which is used
to represent the $30 annual Account Fee based on an assumed Contract value of
$30,000. The actual impact of the Account Fee may be greater or less than 0.10%,
depending upon the value of your Contract.
<TABLE>
<CAPTION>
EXAMPLES:
TOTAL ANNUAL TOTAL ANNUAL TOTAL TOTAL EXPENSES
INSURANCE SERIES ANNUAL AT END
SUB-ACCOUNT CHARGES EXPENSES EXPENSES 1 YEAR 10 YEARS
- ----------- ---------------- ------------ ---------- -------- ---------
<S> <C> <C> <C> <C> <C>
Capital Appreciation Series 1.50% 0.76% 2.26% $79 $260
Global Governments Series 1.50% 0.90% 2.40% $80 $274
Government Securities Series 1.50% 0.61% 2.11% $77 $244
High Yield Series 1.50% 0.83% 2.33% $79 $265
Managed Sectors Series 1.50% 0.79% 2.29% $79 $263
Money Market Series 1.50% 0.57% 2.07% $77 $240
Total Return Series 1.50% 0.69% 2.19% $78 $253
</TABLE>
For more detailed information about Contract fees and expenses, please
refer to the fee table and discussion of Contract charges contained in the full
Prospectus which accompanies this Profile.
6. TAXES
Your earnings are not taxed until you take them out of your Contract. If
you take money out, earnings come out first and are taxed as income. If you are
younger than 59 1/2 when you take money out, you may be charged a 10% federal
penalty tax on the earnings. Annuity payments during the Income Phase are
considered in part a return of your original investment. That portion of each
payment is not taxable as income, unless your Contract is funded with pre-tax or
tax deductible dollars (such as with a pension or IRA contribution), in which
case the entire payment will be taxable. In all cases, you should consult with
your tax adviser for specific tax information.
Under the tax laws of Puerto Rico, when an annuity payment is made under
your Contract, your Annuitant or any other Payee is required to include as gross
income the portion of each annuity payment equal to 3% of the aggregate purchase
payments you made under the Contract. The amount if any, in excess of the
included amount is excluded from gross income. After an amount equal to the
aggregate amount excluded from gross income has been received, all of the
annuity payments are considered to be taxable income. You should consult with
your tax adviser for specific tax information.
7. ACCESS TO YOUR MONEY
You can withdraw money from your Contract at any time during the
Accumulation Phase. During the first 7 Account Years, 10% of your Purchase
Payment may be withdrawn each year without the imposition of a withdrawal
charge. All other amounts you withdraw during the first 7 Account Years will be
subject to a withdrawal charge ranging from 6% to 0% of your Purchase Payment.
You may also be required to pay income tax and possible tax penalties on any
money you withdraw.
We do not assess a withdrawal charge upon annuitization or transfers. In
addition, there may be other circumstances under which we may waive the
withdrawal charge.
In addition to the withdrawal charge, amounts you withdraw, transfer or
annuitize from the Fixed Account before your Guarantee Period has ended may be
subject to a Market Value Adjustment.
3
<PAGE>
8. PERFORMANCE
If you invest in one or more Sub-Accounts, the value of your Contract will
increase or decrease depending upon the investment performance of the
Series you choose.
The following chart shows total returns for investment in the Sub-Accounts
where the corresponding Series has at least one full calendar year of
operations. The returns reflect all charges and deductions of the Series and
Sub-Accounts and deduction of the annual Account Fee. They do not reflect
deduction of any withdrawal charges or premium taxes. These charges, if
included, would reduce the performance numbers shown. Past performance is not a
guarantee of future results.
<TABLE>
<CAPTION>
CALENDAR YEAR
------------------------------------------------------------------------------------------
SUB-ACCOUNT 1999 1998 1997 1996 1995 1994 1993 1992
- ----------- --------- --------- --------- -------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Capital Appreciation
Series 30.79% 26.83% 21.33% 19.70% 32.51% (5.03)% 16.27% 12.08%
Global Governments
Series (6.51)% 13.77% (2.24)% 3.11% 14.00% (5.91)% 17.13% (1.02)%
Government Securities
Series (3.29)% 7.13% 7.15% 0.11% 15.92% (3.61)% 7.11% 5.24%
High Yield Series 5.36% (0.88)% 11.55% 10.46% 15.32% (3.68)% 15.99% 13.33%
Managed Sectors
Series 83.04% 10.62% 23.80% 15.86% 30.34% (3.38)% 2.52% 4.92%
Money Market Series 3.23% 3.48% 3.52% 3.37% 3.90% 2.17% 1.11% 1.81%
Total Return Series 1.40% 10.10% 20.18% 12.38% 24.93% (3.71)% 11.72% 6.98%
<CAPTION>
CALENDAR YEAR
--------------------
SUB-ACCOUNT 1991 1990
- ----------- -------- ---------
<S> <C> <C>
Capital Appreciation
Series 38.86% (10.99)%
Global Governments
Series 13.18% 11.79%
Government Securities
Series 14.11% 7.11%
High Yield Series 45.40% (15.24)%
Managed Sectors
Series 59.76% (11.74)%
Money Market Series 4.25% 6.23%
Total Return Series 19.81% 1.17%
</TABLE>
9. DEATH BENEFIT
If the Annuitant dies before the Contract reaches the Income Phase, the
beneficiary will receive a death benefit. To calculate the death benefit, we use
a "Death Benefit Date," which is the earliest date we have both due proof of
death and a written request specifying the manner of payment.
The death benefit is the greatest of:
(1) the value of the Contract on the Death Benefit Date;
(2) the amount we would pay in the event of a full surrender of the
Contract on the Death Benefit Date;
(3) the value of the Contract on the most recent 7 year anniversary of the
Contract, adjusted for any partial withdrawals and charges made after
that anniversary; and
(4) your Purchase Payment less any partial withdrawals.
10. OTHER INFORMATION
FREE LOOK. Depending upon applicable state law, if you cancel your
Contract within 10 days after receiving it, we will send you the value of your
Contract as of the day we received your cancellation request (this may be more
or less than the original purchase payment) and we will not deduct a withdrawal
charge. However, if applicable state or federal law requires, we will refund the
full amount of any purchase payment(s) we receive and the "free look" period may
be greater than 10 days.
NO PROBATE. In most cases, when you die, the beneficiary will receive the
death benefit without going through probate. However, avoiding probate does not
mean that the beneficiary will not have tax liability as a result of receiving
the death benefit.
WHO SHOULD PURCHASE A CONTRACT? The Contract is designed for those seeking
long-term tax deferred accumulation of assets and annuity features, generally
for retirement or other long-term purposes. The tax-deferred feature is most
attractive to purchasers in high federal and state income tax brackets. You
should note that qualified retirement investments automatically provide tax
deferred, regardless of whether the underlying Contract is an annuity. You
should not buy a Contract if you are looking for a short-term investment or if
you cannot risk a decrease in the value of your investment.
4
<PAGE>
CONFIRMATIONS AND QUARTERLY STATEMENTS. You will receive a confirmation of
each transaction within your Contract. On a quarterly basis, you will receive a
complete statement of your transactions over the past quarter and a summary of
your account values during that period.
11. INQUIRIES
If you would like more information about buying a Contract, please contact
your broker or registered representative. If you have any other questions,
please contact us at:
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
C/O RETIREMENT PRODUCTS AND SERVICES
P. O. BOX 1024
BOSTON, MASSACHUSETTS 02103
TEL: TOLL FREE (800) 752-7215
5
<PAGE>
PROSPECTUS
MAY 1, 2000
MFS REGATTA
Sun Life Assurance Company of Canada (U.S.) and Sun Life of Canada (U.S.)
Variable Account F offer the flexible payment deferred annuity contracts
described in this Prospectus on a group basis.
You may choose among 7 variable investment options and a range of fixed
options. The variable options are Sub-Accounts in the Variable Account. Each
Sub-Account invests in one of the following series of the MFS/Sun Life
Series Trust (the "Series Fund"), a mutual fund advised by our affiliate,
Massachusetts Financial Services Company:
<TABLE>
<S> <C>
Capital Appreciation Series Managed Sectors Series
Global Governments Series Money Market Series
Government Securities Series Total Return Series
High Yield Series
</TABLE>
The fixed account options are available for specified time periods, called
Guarantee Periods, and pay interest at a guaranteed rate for each period.
THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE
SERIES FUND. PLEASE READ THIS PROSPECTUS AND THE SERIES FUND PROSPECTUS
CAREFULLY BEFORE INVESTING AND KEEP THEM FOR FUTURE REFERENCE. THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE MFS REGATTA ANNUITY AND THE SERIES FUND.
We have filed a Statement of Additional Information dated May 1, 2000 (the
"SAI") with the Securities and Exchange Commission (the "SEC"), which is
incorporated by reference in this Prospectus. The table of contents for the SAI
is on page XX of this Prospectus. You may obtain a copy without charge by
writing to us at the address shown below (which we sometimes refer to as our
"Annuity Mailing Address") or by telephoning (800) 752-7215. In addition, the
SEC maintains a website (http://www.sec.gov) that contains the SAI, material
incorporated by reference, and other information regarding companies that file
with the SEC.
THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY,
ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
ANY REFERENCE IN THIS PROSPECTUS TO RECEIPT BY US MEANS RECEIPT AT THE FOLLOWING
ADDRESS:
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
C/O RETIREMENT PRODUCTS AND SERVICES
P.O. BOX 1024
BOSTON, MASSACHUSETTS 02103
1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Special Terms 4
Expense Summary 4
Summary of Contract Expenses 4
Series Fund Annual Expenses 5
Examples 5
Condensed Financial Information 6
The MFS Regatta Annuity 6
Communicating To Us About Your Contract 6
Sun Life Assurance Company of Canada (U.S.) 7
The Variable Account 7
Variable Account Options: The MFS/Sun Life Series Trust 7
The Fixed Account 8
The Fixed Account Options: The Guarantee Periods 9
The Accumulation Phase 9
Issuing Your Contract 9
Amount and Frequency of Purchase Payments 10
Allocation of Net Purchase Payments 10
Your Account 10
Your Account Value 10
Variable Account Value 10
Fixed Account Value 11
Transfer Privilege 11
Withdrawals, Withdrawal Charge and Market Value Adjustment 12
Cash Withdrawals 12
Withdrawal Charge 14
Market Value Adjustment 14
Contract Charges 15
Account Fee 15
Administrative Expense Charge 15
Mortality and Expense Risk Charge 15
Premium Taxes 16
Series Fund Expenses 16
Modification in the Case of Group Contracts 16
Death Benefit 16
Amount of Death Benefit 16
Method of Paying Death Benefit 17
Selection and Change of Beneficiary 17
Payment of Death Benefit 17
Due Proof of Death 17
The Income Phase -- Annuity Provisions 17
Selection of the Annuitant or Co-Annuitant 18
Selection of the Annuity Commencement Date 18
Annuity Options 18
Selection of Annuity Option 19
Amount of Annuity Payments 20
Exchange of Variable Annuity Units 21
Account Fee 21
Annuity Payment Rates 21
Annuity Options as Method of Payment for Death Benefit 21
Other Contract Provisions 21
Exercise of Contract Rights 21
Change of Ownership 21
Death of Participant 22
Voting of Series Fund Shares 23
Periodic Reports 23
Substitution of Securities 24
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
Change in Operation of Variable Account 24
Splitting Units 24
Modification 24
Discontinuance of New Participants 25
Reservation of Rights 25
Right to Return 25
Tax Considerations 25
U.S. Federal Tax Considerations 25
DEDUCTIBILITY OF PURCHASE PAYMENTS 26
PRE-DISTRIBUTION TAXATION OF CONTRACTS 26
DISTRIBUTIONS AND WITHDRAWALS FROM NON-QUALIFIED
CONTRACTS 26
DISTRIBUTION AND WITHDRAWALS FROM QUALIFIED
CONTRACTS 26
WITHHOLDING 27
INVESTMENT DIVERSIFICATION AND CONTROL 27
TAX TREATMENT OF THE COMPANY AND THE VARIABLE
ACCOUNT 27
QUALIFIED RETIREMENT PLANS 27
PENSION AND PROFIT-SHARING PLANS 28
TAX-SHELTERED ANNUITIES 28
INDIVIDUAL RETIREMENT ACCOUNTS 28
ROTH IRAS 28
Puerto Rico Tax Considerations 29
Administration of the Contracts 29
Distribution of the Contracts 29
Performance Information 30
Available Information 31
Incorporation of Certain Documents by Reference 31
Additional Information About the Company 31
General 31
Selected Financial Data 32
Management's Discussion and Analysis of Financial
Condition and Results of Operations 33
Cautionary Statement 33
Results of Operations 33
Capital Markets Risk Management 40
Capital Resources 40
CAPITAL ADEQUACY 40
LIQUIDITY 40
Other Matters 40
DEMUTUALIZATION 40
SALE OF SUBSIDIARIES 41
Quantitative and Qualitative Disclosures About Market
Risk 41
GENERAL 41
TYPES OF MARKET RISKS 41
INTEREST RATE RISK MANAGEMENT 41
Reinsurance 43
Reserves 43
Investments 43
Competition 44
Employees 44
Properties 44
State Regulation 44
Legal Proceedings 45
Accountants 45
Financial Statements 45
Table of Contents of Statement of Additional Information 70
Appendix A -- Glossary 72
Appendix B -- Condensed Financial Information-- Accumulation
Unit Values 75
Appendix C -- Withdrawals, Withdrawal Charges and the Market
Value Adjustment 76
</TABLE>
3
<PAGE>
SPECIAL TERMS
Your Contract is a legal document that uses a number of specially defined
terms. We explain most of the terms that we use in this Prospectus in the
context where they arise, and some are self-explanatory. In addition, for
convenient reference, we have compiled a list of these terms in the Glossary
included at the back of this Prospectus as Appendix A. If, while you are reading
this Prospectus, you come across a term that you do not understand, please refer
to the Glossary for an explanation.
EXPENSE SUMMARY
The purpose of the following table is to help you understand the costs and
expenses that you will bear directly and indirectly under a Contract WHEN YOU
ALLOCATE MONEY TO THE VARIABLE ACCOUNT. The table reflects expenses of the
Variable Account as well as of each Series of the Series Fund. The table should
be considered together with the narrative provided under the heading "Contract
Charges" in this Prospectus, and with the Series Fund prospectus. In addition to
the expenses listed below, we may deduct premium taxes.
SUMMARY OF CONTRACT EXPENSES
<TABLE>
<S> <C>
TRANSACTION EXPENSES
Sales Load Imposed on Purchase Payments..................... $ 0
Deferred Sales Load (as a percentage of Purchase Payment
withdrawn) (1)
Number of Account Years
1....................................................... 6%
2....................................................... 6%
3....................................................... 5%
4....................................................... 5%
5....................................................... 4%
6....................................................... 4%
7....................................................... 3%
8 or more............................................... 0%
Transfer Fee (2)............................................ $ 15
ANNUAL ACCOUNT FEE per Contract (3) $ 30
VARIABLE ACCOUNT ANNUAL EXPENSES (as a percentage of average
Variable Account assets)
Mortality and Expense Risk Charge......................... 1.25%
Administrative Expense Charge (4)......................... 0.15%
Other Fees and Expenses of the Variable Account........... 0.00%
-----
Total Variable Account Annual Expenses...................... 1.40%
</TABLE>
- ------------------------
(1) A portion of your Account may be withdrawn each year without imposition of
any withdrawal charge, and after 7 Account Years there will be no withdrawal
charge.
(2) No transfer fee is currently being assessed; however a Market Value
Adjustment may be imposed on amounts transferred from or within the Fixed
Account.
(3) The annual Account Fee is $30.
(4) This charge is imposed only during the first seven Account Years.
4
<PAGE>
SERIES FUND ANNUAL EXPENSES (1)
(AS A PERCENTAGE OF SERIES FUND NET ASSETS)
<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL FUND
FEES EXPENSES EXPENSES
---------- -------- ----------
<S> <C> <C> <C>
Capital Appreciation Series................................ 0.71% 0.05% 0.76%
Global Governments Series.................................. 0.75% 0.15% 0.90%
Government Securities Series............................... 0.55% 0.06% 0.61%
High Yield Series.......................................... 0.75% 0.08% 0.83%
Managed Sectors Series..................................... 0.73% 0.06% 0.79%
Money Market Series........................................ 0.50% 0.07% 0.57%
Total Return Series........................................ 0.65% 0.06% 0.71%
</TABLE>
- ------------------------
(1) The information relating to Series Fund expenses was provided by the Series
Fund and we have not independently verified it. You should consult the
Series Fund prospectus for more information about Series Fund expenses
(2) Each Series has an expense offset arrangement which reduces the Series'
custodian fee based upon the amount of cash maintained by the Series with
its custodian and dividend disbursing agent, and may enter into such other
arrangements and directed brokerage arrangements (which would also have the
effect of reducing the Series' expenses). Any such fee reductions are not
reflected in the table. Had these fees been taken into account, "Total Fund
Expenses" would be 0.75% for the Capital Appreciation Series, and 0.82% for
the High Yield Series.
EXAMPLES
If you surrender your Contract at the end of the applicable time period,
you would pay the following expenses on a $1,000 investment, assuming a 5%
annual return:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Capital Appreciation Series................................. $79 $120 $163 $260
Global Governments Series................................... $80 $124 $170 $274
Government Securities Series................................ $77 $116 $156 $244
High Yield Series........................................... $79 $121 $165 $265
Managed Sectors Series...................................... $79 $121 $164 $263
Money Market Series......................................... $77 $114 $164 $240
Total Return Series......................................... $78 $116 $159 $253
</TABLE>
If you do NOT surrender your Contract, or if you annuitize at the end of
the applicable time period, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Capital Appreciation Series................................. $23 $71 $121 $260
Global Governments Series................................... $24 $75 $128 $274
Government Securities Series................................ $21 $66 $113 $244
High Yield Series........................................... $23 $72 $124 $265
Managed Sectors Series...................................... $23 $72 $123 $263
Money Market Series......................................... $21 $65 $111 $240
Total Return Series......................................... $22 $69 $117 $253
</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.
5
<PAGE>
CONDENSED FINANCIAL INFORMATION
Historical information about the value of the units we use to measure the
variable portion of your Contract ("Variable Accumulation Units") is included in
the back of this Prospectus as Appendix B.
THE MFS REGATTA ANNUITY
Sun Life Assurance Company of Canada (U.S.) (the "Company", "we" or "us")
and Sun Life of Canada (U.S.) Variable Account F (the "Variable Account") offer
the MFS Regatta Annuity on a group basis for use in connection with retirement
plans. We issue a Group Contract to the Owner covering all individuals
participating under the Group Contract. Each individual receives a Certificate
that evidences his or her participation under the Group Contract.
In this Prospectus, unless we state otherwise, we refer to participating
individuals under Group Contracts as "Participants" and we address Participants
as "you"; we use the term "Contracts" to include Group Contracts and
Certificates issued under Group Contracts. For the purpose of determining
benefits under Group Contracts, we establish an Account for each Participant,
which we will refer to as "your" Account or a "Participant Account."
The Contract provides a number of important benefits for your retirement
planning. It has an Accumulation Phase, during which your Purchase Payment is
allocated to one or more Variable Account or Fixed Account options, and an
Income Phase, during which we make payments based on the amount you have
accumulated. The Contract provides tax deferral, so that you do not pay taxes on
your earnings under the Contract until you withdraw them. It provides a death
benefit if you die during the Accumulation Phase. Finally, if you so elect,
during the Income Phase we will make payments to you or someone else for life or
for another period that you choose.
You choose these benefits on a variable or fixed basis or a combination of
both. When you choose variable investment options or a Variable Annuity option,
your benefits will be responsive to changes in the economic environment,
including inflationary forces and changes in rates of return available from
different types of investments. With these options, you assume all investment
risk under the Contract. When you choose a Guarantee Period in our Fixed Account
or a Fixed Annuity option, we assume the investment risk, except in the case of
early withdrawals, where you bear the risk of unfavorable interest rate changes.
You also bear the risk that the interest rates we will offer in the future and
the rates we will use in determining your Fixed Annuity may not exceed our
minimum guaranteed rate, which is 4% per year, compounded annually.
The Contracts are designed for use in connection with retirement and
deferred compensation plans, some of which qualify for favorable federal income
tax treatment under Sections 401, 403, 408 or 408A of the Internal Revenue Code.
The Contracts are also designed so that they may be used in connection with
certain non-tax-qualified retirement plans, such as payroll savings plans and
such other groups (trusteed or nontrusteed) as may be eligible under applicable
law. We refer to Contracts used with plans that receive favorable tax treatment
as "Qualified Contracts," and all others as "Non-Qualified Contracts."
COMMUNICATING TO US ABOUT YOUR CONTRACT
All materials sent to us, including your Purchase Payment, must be sent to
us at our Annuity Mailing Address as set forth on the first page of this
Prospectus. Unless this Prospectus states differently, we will consider all
materials sent to us and all telephone communications to be received on the date
we actually receive them at the Annuity Mailing Address. However, we will
consider your Purchase Payment, withdrawal requests and transfer instructions to
be received on the next Business Day if we receive them (1) on a day that is not
a Business Day or (2) after 4:00 p.m., Eastern Time.
For all telephone communications, you must call (800) 752-7215.
When we specify that notice to us must be in writing, we reserve the
right, at our sole discretion, to accept notice in another form.
6
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
We are a stock life insurance company incorporated under the laws of
Delaware on January 12, 1970. We do business in 48 states, the District of
Columbia, and Puerto Rico, and we have an insurance company subsidiary that does
business in New York. Our Executive Office mailing address is One Sun Life
Executive Park, Wellesley Hills, Massachusetts 02481.
We are an indirect wholly-owned subsidiary of Sun Life Assurance Company
of Canada ("Sun Life (Canada)"). Sun Life (Canada) completed its demutualization
on March 22, 2000. As a result of the demutualization, a new holding company,
Sun Life Financial Services of Canada Inc. ("Sun Life Financial"), is now the
ultimate parent of Sun Life (Canada) and the Company. Sun Life Financial, a
corporation organized in Canada, is a reporting company under the Securities
Exchange Act of 1934 with common shares listed on the Toronto, New York, London,
and Manila stock exchanges.
THE VARIABLE ACCOUNT
We established the Variable Account as a separate account on July 13,
1989, pursuant to a resolution of our Board of Directors. Under Delaware
insurance law and the Contract, the income, gains or losses of the Variable
Account are credited to or charged against the assets of the Variable Account
without regard to the other income, gains, or losses of the Company. These
assets are held in relation to the Contracts described in this Prospectus and
other variable annuity contracts that provide benefits that vary in accordance
with the investment performance of the Variable Account. Although the assets
maintained in the Variable Account will not be charged with any liabilities
arising out of any other business we conduct, all obligations arising under the
Contracts, including the promise to make annuity payments, are general corporate
obligations of the Company.
The assets of the Variable Account are divided into Sub-Accounts. Each
Sub-Account invests exclusively in shares of a specific Series of the MFS/Sun
Life Series Trust (the "Series Fund"). All amounts allocated to the Variable
Account will be used to purchase Series Fund shares as designated by you at
their net asset value. Any and all distributions made by the Series Fund with
respect to the shares held by the Variable Account will be reinvested to
purchase additional shares at their net asset value. Deductions from the
Variable Account for cash withdrawals, annuity payments, death benefits, Account
Fees, contract charges against the assets of the Variable Account for the
assumption of mortality and expense risks, administrative expenses and any
applicable taxes will, in effect, be made by redeeming the number of
Series Fund shares at their net asset value equal in total value to the amount
to be deducted. The Variable Account will be fully invested in Series Fund
shares at all times.
VARIABLE ACCOUNT OPTIONS:
THE MFS/SUN LIFE SERIES TRUST
The MFS/Sun Life Series Trust (the "Series Fund") is an open-end
management investment company registered under the Investment Company Act of
1940. Our affiliate, Massachusetts Financial Services Company ("MFS"), serves as
the investment adviser to the Series Fund.
The Series Fund is composed of 27 independent portfolios of securities,
each of which has separate investment objectives and policies. Shares of the
Series Fund are issued in 27 Series, each corresponding to one of the
portfolios. The Contracts provide for investment by the Sub-Accounts in shares
of the 7 Series of the Series Fund described below. Additional portfolios may be
added to the Series Fund which may or may not be available for investment by the
Variable Account.
CAPITAL APPRECIATION SERIES will seek to maximize capital appreciation by
investing in securities of all types, with major emphasis on common stocks.
GLOBAL GOVERNMENTS SERIES will seek to provide moderate current income,
preservation of capital and growth of capital by investing in debt
obligations that are issued or guaranteed as to principal and interest by
either (i) the U.S. Government, its agencies, authorities, or
instrumentalities, or (ii) the governments of foreign countries (to the
extent that the Series' adviser
7
<PAGE>
believes that the higher yields available from foreign government
securities are sufficient to justify the risks of investing in these
securities).
GOVERNMENT SECURITIES SERIES will seek current income and preservation of
capital by investing in U.S. Government and U.S. Government-related
securities.
HIGH YIELD SERIES will seek high current income and capital appreciation by
investing primarily in certain lower rated or unrated securities (possibly
with equity features) of U.S. and foreign issuers (also known as "junk
bonds").
MANAGED SECTORS SERIES will seek capital appreciation by varying the
weighting of its portfolio of common stocks among 13 sectors.
MONEY MARKET SERIES will seek maximum current income to the extent
consistent with stability of principal by investing exclusively in money
market instruments maturing in less than 13 months.
TOTAL RETURN SERIES will seek primarily to obtain above-average income
(compared to a portfolio entirely invested in equity securities) consistent
with prudent employment of capital; its secondary objective is to take
advantage of opportunities for growth of capital and income since many
securities offering a better than average yield may also possess growth
potential.
The Series Fund pays fees to MFS for its services pursuant to investment
advisory agreements. MFS also serves as investment adviser to each of the funds
in the MFS Family of Funds, and to certain other investment companies
established by MFS and/or us. MFS Institutional Advisers, Inc., a wholly-owned
subsidiary of MFS, provides investment advice to substantial private clients.
MFS and its predecessor organizations have a history of money management dating
from 1924. MFS operates as an autonomous organization and the obligation of
performance with respect to the investment advisory and underwriting agreements
(including supervision of the sub-advisers noted below) is solely that of MFS.
We undertake no obligation in this regard.
MFS may serve as the investment adviser to other mutual funds which have
similar investment goals and principal investment policies and risks as the
Series, and which may be managed by a Series' portfolio manager(s). While a
Series may have many similarities to these other funds, its investment
performance will differ from their investment performance. This is due to a
number of differences between a Series and these similar products, including
differences in sales charges, expense ratios and cash flows.
The Series Fund also offers its shares to other separate accounts
established by the Company and our New York subsidiary in connection with
variable annuity and variable life insurance contracts. Although we do not
anticipate any disadvantages to this arrangement, there is a possibility that a
material conflict may arise between the interests of the Variable Account and
one or more of the other separate accounts investing in the Series Fund. A
conflict may occur due to differences in tax laws affecting the operations of
variable life and variable annuity separate accounts, or some other reason. We
and the Series Fund's Board of Trustees will monitor events for such conflicts,
and, in the event of a conflict, we will take steps necessary to remedy the
conflict, including withdrawal of the Variable Account from participation in the
Series which is involved in the conflict or substitution of shares of other
Series or other mutual funds.
MORE COMPREHENSIVE INFORMATION ABOUT THE SERIES FUND AND THE MANAGEMENT,
INVESTMENT OBJECTIVES, POLICIES, RESTRICTIONS, EXPENSES AND POTENTIAL RISKS OF
EACH SERIES MAY BE FOUND IN THE ACCOMPANYING CURRENT PROSPECTUS OF THE
SERIES FUND. YOU SHOULD READ THE SERIES FUND PROSPECTUS CAREFULLY BEFORE
INVESTING. THE SERIES FUND'S STATEMENT OF ADDITIONAL INFORMATION IS AVAILABLE BY
CALLING 1-800-752-7215.
THE FIXED ACCOUNT
The Fixed Account is made up of all the general assets of the Company
other than those allocated to any separate account. Amounts you allocate to
Guarantee Periods become part of the
8
<PAGE>
Fixed Account, and are available to fund the claims of all classes of our
customers, including claims for benefits under the Contracts.
We will invest the assets of the Fixed Account in those assets we choose
that are allowed by applicable state insurance laws. In general, these laws
permit investments, within specified limits and subject to certain
qualifications, in federal, state and municipal obligations, corporate bonds,
preferred and common stocks, real estate mortgages, real estate and certain
other investments. We intend to invest primarily in investment-grade fixed
income securities (i.e. rated by a nationally recognized rating service within
the four highest grades) or instruments we believe are of comparable quality. We
are not obligated to invest amounts allocated to the Fixed Account according to
any particular strategy, except as may be required by applicable state insurance
laws. You will not have a direct or indirect interest in the Fixed Account
investments.
THE FIXED ACCOUNT OPTIONS:
THE GUARANTEE PERIODS
You may elect one or more Guarantee Period(s) from those we make available
from time to time. We publish Guaranteed Interest Rates for each Guarantee
Period offered. We may change the Guaranteed Interest Rates we offer from time
to time, but no Guaranteed Interest Rate will ever be less than 4% per year,
compounded annually. Also, once we have accepted your allocation to a particular
Guarantee Period, we promise that the Guaranteed Interest Rate applicable to
that allocation will not change for the duration of the Guarantee Period.
We determine Guaranteed Interest Rates at our discretion. We do not have a
specific formula for establishing the rates for different Guarantee Periods. Our
determination will be influenced by the interest rates on fixed income
investments in which we may invest with amounts allocated to the Guarantee
Periods. We will also consider other factors in determining these rates,
including regulatory and tax requirements, sales commissions and administrative
expenses borne by us, general economic trends and competitive factors. We cannot
predict the level of future interest rates.
Early withdrawals from your allocation to a Guarantee Period, including
cash withdrawals, transfers, and commencement of an annuity, may be subject to a
Market Value Adjustment, which could decrease or increase the value of your
Account. See "Withdrawals, Withdrawal Charge, and Market Value Adjustment."
THE ACCUMULATION PHASE
During the Accumulation Phase of your Contract, your earnings accumulate
on a tax-deferred basis. The Accumulation Phase begins with our acceptance of
your Purchase Payment and ends the Business Day before your Annuity Commencement
Date. The Accumulation Phase will end sooner if you surrender your Contract or
die before the Annuity Commencement Date.
ISSUING YOUR CONTRACT
When you purchase a Contract, a completed Application and the Purchase
Payment are sent to us for acceptance. When we accept a Group Contract, we issue
the Contract to the Owner; we issue a Certificate to you as a Participant when
we accept your Application.
We will credit your Purchase Payment to your Account within 2 business
days of receiving your completed Application. If your Application is not
complete, we will notify you. If we do not have the necessary information to
complete the Application within 5 business days, we will send your money back to
you or ask your permission to retain your Purchase Payment until the Application
is made complete. Then we will apply the Purchase Payment within 2 business days
of when the Application is complete.
9
<PAGE>
AMOUNT AND FREQUENCY OF PURCHASE PAYMENTS
The amount of your Purchase Payment may vary; however, we will not accept
a Purchase Payment of less than $5,000, unless we waive this limit. In addition,
we will not accept a Purchase Payment over $1 million, unless we have approved
the Payment in advance.
ALLOCATION OF NET PURCHASE PAYMENTS
You may allocate your Purchase Payment among the different Sub-Accounts
and Guarantee Periods we offer.
In your Application, you may specify the percentage of the Purchase
Payment to be allocated to each Sub-Account or Guarantee Period.
Although it is currently not our practice, we may deduct applicable
premium taxes or similar taxes from your Purchase Payment. See "Contract
Charges -- Premium Taxes." In that case, we will credit your Net Purchase
Payment, which is the Purchase Payment minus the amount of those taxes.
YOUR ACCOUNT
When we accept your Purchase Payment, we establish an Account for you,
which we maintain throughout the Accumulation Phase of your Contract.
YOUR ACCOUNT VALUE
Your Account Value is the sum of the value of the 2 components of your
Contract: the Variable Account portion of your Contract ("Variable Account
Value") and the Fixed Account portion of your Contract ("Fixed Account Value").
These 2 components are calculated separately, as described below.
VARIABLE ACCOUNT VALUE
VARIABLE ACCUMULATION UNITS
In order to calculate your Variable Account Value, we use a measure called
a Variable Accumulation Unit for each Sub-Account. Your Variable Account Value
is the sum of your Account Value in each Sub-Account, which is the number of
your Variable Accumulation Units for that Sub-Account times the value of each
Unit.
VARIABLE ACCUMULATION UNIT VALUE
The value of each Variable Accumulation Unit in a Sub-Account reflects the
net investment performance of that Sub-Account. We determine that value once on
each day that the New York Stock Exchange is open for trading (a "Business
Day"), at the close of trading, which is currently 4:00 p.m., Eastern Time. The
period that begins at the time Variable Accumulation Units are valued on a
Business Day and ends at that time on the next Business Day is called a
Valuation Period. On days other than Business Days, the value of a Variable
Accumulation Unit does not change.
To measure these values, we use a factor -- which we call the Net
Investment Factor-- which represents the net return on the Sub-Account's assets.
At the end of any Valuation Period, the value of a Variable Accumulation Unit
for a Sub-Account is equal to the value of that Sub-Account's Variable
Accumulation Units at the end of the previous Valuation Period, multiplied by
the Net Investment Factor. We calculate the Net Investment Factor by dividing
(1) the net asset value of a Series share held in the Sub-Account at the end of
that Valuation Period, plus the per share amount of any dividend or capital
gains distribution made by that Series during the Valuation Period, by (2) the
net asset value per share of the Series share at the end of the previous
Valuation Period; we then deduct a factor representing the mortality and expense
risk charge and administrative expense charge. See "Contract Charges."
For a hypothetical example of how we calculate the value of a Variable
Accumulation Unit, see the Statement of Additional Information.
10
<PAGE>
CREDITING AND CANCELING VARIABLE ACCUMULATION UNITS
When we receive an allocation to a Sub-Account, either from the Net
Purchase Payment or a transfer of Account Value, we credit that amount to your
Account in Variable Accumulation Units. Similarly, we cancel Variable
Accumulation Units when you transfer or withdraw amounts from a Sub-Account, or
when we deduct certain charges under the Contract. We determine the number of
Units credited or canceled by dividing the dollar amount by the Variable
Accumulation Unit value for that Sub-Account at the end of the Valuation Period
during which the transaction or charge is effective.
FIXED ACCOUNT VALUE
Your Fixed Account value is the sum of all amounts allocated to Guarantee
Periods, either from a Net Purchase Payment, transfer or renewals, plus interest
credited on those amounts, and minus withdrawals, transfers out of Guarantee
Periods, and any deductions for charges under the Contract taken from your Fixed
Account Value.
CREDITING INTEREST
We credit interest on amounts allocated to a Guarantee Period at the
applicable Guaranteed Interest Rate for the duration of the Guarantee Period.
The Guarantee Period begins the day we apply your allocation and ends when the
number of calendar years (or months if the Guarantee Period is less than one
year) in the Guarantee Period (measured from the end of the calendar month in
which the amount was allocated to the Guarantee Period) have elapsed. The last
day of the Guarantee Period is its Expiration Date. During the Guarantee Period,
we credit interest daily at a rate that yields the Guaranteed Interest Rate on
an annual effective basis.
GUARANTEE AMOUNTS
Each separate allocation you make to a Guarantee Period, together with
interest credited thereon, is called a Guarantee Amount. Each Guarantee Amount
is treated separately for purposes of determining the Market Value Adjustment.
RENEWALS
We will notify you in writing between 45 and 75 days before the Expiration
Date for any Guarantee Amount. A new Guarantee Period of the same duration will
begin automatically for that Guarantee Amount on the first day following the
Expiration Date, unless before the Expiration Date we receive (1) written notice
from you electing a different Guarantee Period from among those we then offer or
(2) instructions to transfer all or some of the Guarantee Amount to one or more
Sub-Accounts, in accordance with the transfer privilege provisions of the
Contract. Each new allocation to a Guarantee Period must be at least $1,000.
EARLY WITHDRAWALS
If you withdraw, transfer, or annuitize an allocation to a Guarantee
Period before the Expiration Date, we will apply a Market Value Adjustment to
the transaction. This could result in an increase or decrease of your Account
Value, depending on interest rates at the time. You bear the risk that you will
receive less than your principal if the Market Value Adjustment applies.
TRANSFER PRIVILEGE
PERMITTED TRANSFERS
During the Accumulation Phase, you may transfer all or part of your
Account Value to one or more Sub-Accounts or Guarantee Periods then available,
subject to the following restrictions:
- You may not make more than 12 transfers in any Account Year;
- The amount transferred from a Sub-Account must be at least $1,000
unless you are transferring your entire balance in that Sub-Account;
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<PAGE>
- Your Account Value remaining in a Sub-Account must be at least $100;
- The amount transferred from a Guarantee Period must be the entire
Guarantee Amount, except for transfers of interest credited during the
current Account Year;
- At least 30 days must elapse between transfers to or from Guarantee
Periods;
- Transfers to or from Sub-Accounts are subject to terms and conditions
that may be imposed by the Series Fund; and
- We impose additional restrictions on market timers, which are further
described below.
Transfers out of a Guarantee Period more than 30 days before expiration of
the period will be subject to the Market Value Adjustment described below. Under
current law there is no tax liability for transfers.
REQUESTS FOR TRANSFERS
You may request transfers in writing or by telephone. The telephone
transfer privilege is available automatically, and does not require your written
election. We will require personal identifying information to process a request
for transfer made by telephone. We will not be liable for following instructions
communicated by telephone that we reasonably believe are genuine.
If we receive your transfer request before 4:00 p.m. Eastern Time on a
Business Day, it will be effective that day. Otherwise, it will be effective the
next Business Day.
MARKET TIMERS
The Contracts are not designed for professional market timing
organizations or other entities using programmed and frequent transfers. If you
wish to employ such strategies, you should not purchase a Contract. Accordingly,
transfers may be subject to restrictions if exercised by a market timing firm or
any other third party authorized to initiate transfer transactions on behalf of
multiple Participants. In imposing such restrictions, we may, among other
things, not accept (1) the transfer instructions of any agent acting under a
power of attorney on behalf of more than one Participant, or (2) the transfer
instructions of individual Participants who have executed preauthorized transfer
forms that are submitted at the same time by market timing firms or other third
parties on behalf of more than one Participant. We will not impose these
restrictions unless our actions are reasonably intended to prevent the use of
such transfers in a manner that will disadvantage or potentially impair the
Contract rights of other Participants.
In addition, the Series Fund has reserved the right to temporarily or
permanently refuse exchange requests from the Variable Account if, in MFS'
judgment, a Series would be unable to invest effectively in accordance with its
investment objective and policies, or would otherwise potentially be adversely
affected. In particular, a pattern of exchanges that coincide with a market
timing strategy may be disruptive to a Series and therefore may be refused.
Accordingly, the Variable Account may not be in a position to effectuate
transfers and may refuse transfer requests without prior notice. We also reserve
the right, for similar reasons, to refuse or delay exchange requests involving
transfers to or from the Fixed Account.
WITHDRAWALS, WITHDRAWAL CHARGE AND MARKET VALUE ADJUSTMENT
CASH WITHDRAWALS
REQUESTING A WITHDRAWAL
At any time during the Accumulation Phase you may withdraw in cash all or
any portion of your Account Value. To make a withdrawal, you must send us a
written request at our Annuity Mailing Address. Your request must specify
whether you want to withdraw the entire amount of your Account or, if less, the
amount you wish to withdraw.
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<PAGE>
All withdrawals may be subject to a withdrawal charge (see "Withdrawal
Charge" below) and withdrawals from your Fixed Account Value also may be subject
to a Market Value Adjustment (see "Market Value Adjustment" below). Upon request
we will notify you of the amount we would pay in the event of a full or partial
withdrawal. Withdrawals also may have adverse federal income tax consequences,
including a 10% penalty tax (see "Tax Considerations"). You should carefully
consider these tax consequences before requesting a cash withdrawal.
FULL WITHDRAWALS
If you request a full withdrawal, we calculate the amount we will pay you
as follows. We start with the total value of your Account at the end of the
Valuation Period during which we receive your withdrawal request; we deduct the
Account Fee for the Account Year in which the withdrawal is made; we add or
subtract the amount of any Market Value Adjustment applicable to your Fixed
Account Value; and finally, we deduct any applicable withdrawal charge.
A full withdrawal results in the surrender of your Contract, and
cancellation of all rights and privileges under your Contract.
PARTIAL WITHDRAWALS
If you request a partial withdrawal we will pay you the actual amount
specified in your request and then reduce the value of your Account by deducting
the amount paid, adding or deducting any Market Value Adjustment applicable to
amounts withdrawn from the Fixed Account, and deducting any applicable
withdrawal charge.
You may specify the amount you want withdrawn from each Sub-Account and/or
Guarantee Amount to which your Account is allocated. If you do not so specify,
we will deduct the total amount you request pro rata, based on your allocations
at the end of the Valuation Period during which we receive your request.
If you request a partial withdrawal that would result in your Account
Value being reduced to an amount less than the Account Fee for the Account Year
in which you make the withdrawal, we will treat it as a request for a full
withdrawal.
TIME OF PAYMENT
We will pay you the applicable amount of any full or partial withdrawal
within 7 days after we receive your withdrawal request, except in cases where we
are permitted to defer payment under the Investment Company Act of 1940 and
applicable state insurance law. Currently, we may defer payment of amounts you
withdraw from the Variable Account only for the following periods:
- when the New York Stock Exchange is closed (except weekends and
holidays) or when trading on the New York Stock Exchange is restricted;
- when it is not reasonably practical to dispose of securities held by
the Series Fund or to determine the value of the net assets of the
Series Fund, because an emergency exists; and
- when an SEC order permits us to defer payment for the protection of
Participants.
We also may defer payment of amounts you withdraw from the Fixed Account
for up to 6 months from the date we receive your withdrawal request. We do not
pay interest on the amount of any payments we defer.
WITHDRAWAL RESTRICTIONS FOR QUALIFIED PLANS
If your Contract is a Qualified Contract, you should carefully check the
terms of the plan for limitations and restrictions on cash withdrawals.
Special restrictions apply to withdrawals from Contracts used for Section
403(b) annuities. See "Tax Considerations -- Tax-Sheltered Annuities."
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<PAGE>
WITHDRAWAL CHARGE
We do not deduct any sales charge from your Purchase Payment when it is
made. However, we may impose a withdrawal charge (known as a "contingent
deferred sales charge") during the first 7 Contract Years on certain amounts you
withdraw. We impose this charge to defray some of our expenses related to the
sale of the Contracts, such as commissions we pay to agents, the cost of sales
literature, and other promotional costs and transaction expenses.
FREE WITHDRAWAL AMOUNT
During the first 7 Account Years, you may withdraw a portion of your
Account Value -- which we call the "free withdrawal amount" -- before incurring
the withdrawal charge. For any year, the free withdrawal amount is equal to 10%
of your Purchase Payment. Any portion of the free withdrawal amount that you do
not use in an Account Year is non-cumulative.
APPLICATION OF WITHDRAWAL CHARGE
If you withdraw more than the free withdrawal amount during the first 7
Account Years, the following withdrawal charge percentage will be applied based
on the Account Year of your withdrawal:
<TABLE>
<CAPTION>
ACCOUNT YEAR WITHDRAWAL CHARGE
- ------------ -----------------
<S> <C>
1 6%
2 6%
3 5%
4 5%
5 4%
6 4%
7 3%
8 or more 0%
</TABLE>
In no event shall the aggregate withdrawal charges together with any other
Contract Charges exceed 9% of your Purchase Payment.
TYPES OF WITHDRAWALS NOT SUBJECT TO WITHDRAWAL CHARGE
We do not impose a withdrawal charge after the seventh Account Year.
We do not impose a withdrawal charge on withdrawals from the Accounts of
(a) our employees, (b) employees of our affiliates, or (c) licensed insurance
agents who sell the Contracts.
We do not impose the withdrawal charge on amounts you apply to provide an
annuity, amounts we pay as a death benefit, or amounts you transfer among the
Sub-Accounts, between the Sub-Accounts and the Fixed Account, or within the
Fixed Account.
MARKET VALUE ADJUSTMENT
We will apply a Market Value Adjustment if you withdraw or transfer
amounts from your Fixed Account Value more than 30 days before the end of the
applicable Guarantee Period. For this purpose, using Fixed Account Value to
provide an annuity is considered a withdrawal, and the Market Value Adjustment
will apply.
We apply the Market Value Adjustment separately to each Guarantee Amount
in the Fixed Account, that is to each separate allocation you have made to a
Guarantee Period together with interest credited on that allocation.
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<PAGE>
A Market Value Adjustment may decrease, increase or have no effect on your
Account Value. This will depend on changes in interest rates since you made your
allocation to the Guarantee Period and the length of time remaining in the
Guarantee Period. If your Guaranteed Interest Rate is more than 0.50% higher
than the Guaranteed Interest Rate we currently declare for Guarantee Periods
equal to the balance of your Guarantee Period, the Market Value Adjustment will
increase your Account Value. Otherwise, the Market Value Adjustment will
decrease your Account Value.
We determine the amount of the Market Value Adjustment by multiplying the
amount that is subject to the adjustment by the following formula:
<TABLE>
<C> <S> <C> <C> <C>
N/12
1 + I
( ---------- ) -1
1 + J + .005
</TABLE>
where:
I is the Guaranteed Interest Rate applicable to the Guarantee Amount from
which you withdraw, transfer or annuitize;
J is the Guaranteed Interest Rate we declare at the time of your
withdrawal, transfer or annuitization for Guarantee Periods equal to the length
of time remaining in the Guarantee Period applicable to your Guarantee Amount,
rounded to the next higher number of complete years; and
N is the number of complete months remaining in your Guarantee Period.
We will apply the Market Value Adjustment to the amount being withdrawn
after deduction of any Account Fee, if applicable, but before we impose any
withdrawal charge on the amount withdrawn.
For examples of how we calculate the Market Value Adjustment, see Appendix
C.
CONTRACT CHARGES
ACCOUNT FEE
Each year during the Accumulation Phase of your Contract we will deduct
from your Account an Account Fee to help cover the administrative expenses we
incur related to the issuance of Contracts and the maintenance of Accounts. We
deduct the Account Fee on each Account Anniversary, which is the anniversary of
the first day of the month after we issue your Contract. The Account Fee is $30.
We deduct the Account Fee pro rata from each Sub-Account and each Guarantee
Amount, based on the allocation of your Account Value on your Account
Anniversary.
If you make a full withdrawal of your Account, we will deduct the full
amount of the Account Fee at the time of the withdrawal. In addition, on the
Annuity Commencement Date we will deduct a pro rata portion of the Account Fee
to reflect the time elapsed between the last Account Anniversary and the day
before the Annuity Commencement Date.
After the Annuity Commencement Date, we will deduct an annual Account Fee
of $30 in the aggregate in equal amounts from each Variable Annuity payment we
make during the year.
ADMINISTRATIVE EXPENSE CHARGE
We deduct an administrative expense charge from the assets of the Variable
Account at an annual effective rate equal to 0.15% during both the Accumulation
Phase and the Income Phase. No deduction is made after the seventh Account
Anniversary. This charge is designed to reimburse expenses we incur in
administering the Contracts, the Accounts and the Variable Account that are not
covered by the Account Fee.
MORTALITY AND EXPENSE RISK CHARGE
We deduct a mortality and expense charge from the assets of the Variable
Account at an effective annual rate equal to 1.25% during both the Accumulation
Phase and the Income Phase. The mortality risk we assume arises from our
contractual obligation to continue to make annuity payments
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to each Annuitant, regardless of how long the Annuitant lives and regardless of
how long all Annuitants as a group live. This obligation assures each Annuitant
that neither the longevity of fellow Annuitants nor an improvement in life
expectancy generally will have an adverse effect on the amount of any annuity
payment received under the Contract. The expense risk we assume is the risk that
the Account Fee and administrative expense charge we assess under the Contracts
may be insufficient to cover the actual total administrative expenses we incur.
If the amount of the charge is insufficient to cover the mortality and expense
risks, we will bear the loss. If the amount of the charge is more than
sufficient to cover the risks, we will make a profit on the charge. We may use
this profit for any proper corporate purpose, including the payment of marketing
and distribution expenses for the Contracts.
PREMIUM TAXES
Some states and local jurisdictions impose a premium tax on us that is
equal to a specified percentage of the Purchase Payment you make. In many states
there is no premium tax. We believe that the amounts of applicable premium taxes
currently range from 0% to 3.5%. You should consult a tax adviser to find out if
your state imposes a premium tax and the amount of any tax.
In order to reimburse us for the premium tax we may pay on Purchase
Payments, our policy is to deduct the amount of such taxes from the amount you
apply to provide an annuity at the time of annuitization. However, we reserve
the right to deduct the amount of any applicable tax from your Account at any
time, including at the time you make the Purchase Payment or make a full or
partial withdrawal. We do not make any profit on the deductions we make to
reimburse premium taxes.
SERIES FUND EXPENSES
There are fees and charges deducted from each Series of the Series Fund.
These fees and expenses are described in the Series Fund's prospectus and
Statement of Additional Information.
MODIFICATION IN THE CASE OF GROUP CONTRACTS
For Group Contracts, we may modify the Account Fee, the administrative
expense charge and the mortality and expense risk charge upon notice to Owners.
However, such modification will apply only with respect to Participant Accounts
established after the effective date of the modification.
DEATH BENEFIT
If the Annuitant dies during the Accumulation Phase, we will pay a death
benefit to your Beneficiary, using the payment method elected -- a single cash
payment or one of our Annuity Options. (If you have named more than one
Annuitant, the death benefit will be payable after the death of the last
surviving of the Annuitants.) If the Beneficiary is not living on the date of
death, we will pay the death benefit in one sum to you or to your estate if you
are the Annuitant. We do not pay a death benefit if the Annuitant dies during
the Income Phase. However, the Beneficiary will receive any payments provided
under an Annuity Option that is in effect.
AMOUNT OF DEATH BENEFIT
To calculate the amount of your death benefit, we use a "Death Benefit
Date." The Death Benefit Date is the date we receive proof of the Annuitant's
death in an acceptable form ("Due Proof of Death") if you have elected a death
benefit payment method before the Annuitant's death and it remains effective.
Otherwise, the Death Benefit Date is the later of the date we receive Due Proof
of Death or the date we receive the Beneficiary's election of either payment
method. If we do not receive the Beneficiary's election within 60 days after we
receive Due Proof of Death, the Death Benefit Date will be the last day of the
60 day period.
The amount of the death benefit is determined as of the Death Benefit
Date.
If the Annuitant was age 85 or younger on your Contract Date (the date we
accepted your Purchase Payment), the death benefit will be the greatest of the
following amounts:
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1. Your Account Value for the Valuation Period during which the Death
Benefit Date occurs;
2. The amount we would pay if you had surrendered your entire Account on
the Death Benefit Date;
3. Your Account Value on the Seven-Year Anniversary immediately before
the Death Benefit Date, adjusted for partial withdrawals and charges
made between the Seven-Year Anniversary and the Death Benefit Date;
and
4. Your Purchase Payment less any partial withdrawals.
METHOD OF PAYING DEATH BENEFIT
The death benefit may be paid in a single cash payment or as an annuity
(either fixed, variable or a combination) under one or more of our Annuity
Options. We describe the Annuity Options in this Prospectus under "Income
Phase -- Annuity Provisions."
During the Accumulation Phase, you may elect the method of payment for the
death benefit. If no such election is in effect on the date of the Annuitant's
death, the Beneficiary may elect either a single cash payment or an annuity.
These elections are made by sending us a completed election form, which we will
provide. If we do not receive the Beneficiary's election within 60 days after we
receive Due Proof of Death, we will pay the death benefit in a single cash
payment.
If we pay the death benefit in the form of an Annuity Option, the
Beneficiary becomes the Annuitant under the terms of that Annuity Option.
In all cases, no Participant or Beneficiary shall be entitled to exercise
any rights that would adversely affect the treatment of the Contract as an
annuity contract under the Internal Revenue Code (see "Other Contractual
Provisions -- Death of Participant").
SELECTION AND CHANGE OF BENEFICIARY
You select your Beneficiary in your Application. You may change your
Beneficiary at any time by sending us written notice on our required form,
unless you previously made an irrevocable Beneficiary designation. A new
Beneficiary designation is not effective until we record the change.
PAYMENT OF DEATH BENEFIT
Payment of the death benefit in cash will be made within 7 days of the
Death Benefit Date, except if we are permitted to defer payment in accordance
with the Investment Company Act of 1940. If an Annuity Option is elected, the
Annuity Commencement Date will be the first day of the second calendar month
following the Death Benefit Date, and your Account will remain in effect until
the Annuity Commencement Date.
DUE PROOF OF DEATH
We accept any of the following as proof of any person's death:
- an original certified copy of an official death certificate;
- an original certified copy of a decree of a court of competent
jurisdiction as to the finding of death; or
- any other proof we find satisfactory.
THE INCOME PHASE -- ANNUITY PROVISIONS
During the Income Phase, we make regular monthly annuity payments to your
Annuitant.
The Income Phase of your Contract begins with the Annuity Commencement
Date. On that date, we apply your Account Value, adjusted as described below,
under the Annuity Option or Options you have selected, and we make the first
payment.
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Once the Income Phase begins, no lump sum settlement option or cash
withdrawals are permitted, except pursuant to Annuity Option D, Monthly Payments
for a Specified Period Certain, as described below under the heading "Annuity
Options," and you cannot change the Annuity Option selected. You may request a
full withdrawal before the Annuity Commencement Date, which will be subject to
all charges applicable on withdrawals. See "Withdrawals, Withdrawal Charge and
Market Value Adjustment."
SELECTION OF THE ANNUITANT OR CO-ANNUITANT
You select the Annuitant in your Application. The Annuitant is the person
who receives payments during the Income Phase and on whose life these payments
are based. In your Contract, the Annuity Options refer to the Annuitant as the
"Payee."
Under a Non-Qualified Contract, if you name someone other than yourself as
Annuitant, you may also select a Co-Annuitant, who will become the new Annuitant
if the original Annuitant dies before the Income Phase. If you have named both
an Annuitant and a Co-Annuitant, you may designate one of them to become the
sole Annuitant as of the Annuity Commencement Date, if both are living at that
time. If you have not made that designation on the 30th day before the Annuity
Commencement Date, and both the Annuitant and the Co-Annuitant are still living,
the Co-Annuitant will become the Annuitant.
When an Annuity Option has been selected as the method of paying the death
benefit, the Beneficiary is the Annuitant.
SELECTION OF THE ANNUITY COMMENCEMENT DATE
You select the Annuity Commencement Date in your Application. The
following restrictions apply to the date you may select:
- The earliest possible Annuity Commencement Date is the first day of the
second month following your Contract Date.
- The latest possible Annuity Commencement Date is the first day of the
month following the Annuitant's 85th birthday or, if there is a
Co-Annuitant, the 85th birthday of the younger of the Annuitant and
Co-Annuitant.
- The Annuity Commencement Date must always be the first day of a month.
You may change the Annuity Commencement Date from time to time by sending
us written notice, with the following additional limitations:
- We must receive your notice at least 30 days before the current Annuity
Commencement Date.
- The new Annuity Commencement Date must be at least 30 days after we
receive the notice.
There may be other restrictions on your selection of the Annuity
Commencement Date imposed by your retirement plan or applicable law. For
example, in most situations, current law requires that for a Qualified Contract
certain minimum distributions must commence no later than April 1 following the
year the Annuitant reaches age 70 1/2 (or, for Qualified Contracts other than
IRAs, no later than April 1 following the year the Annuitant retires, if later
than the year the Annuitant reaches age 70 1/2).
ANNUITY OPTIONS
We offer the following Annuity Options for payments during the Income
Phase. Each Annuity Option may be selected for either a Variable Annuity, a
Fixed Annuity, or a combination of both, except that Annuity Option E is
available only for a Fixed Annuity. We may also agree to other settlement
options, at our discretion.
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ANNUITY OPTION A -- LIFE ANNUITY
We provide monthly payments during the lifetime of the Annuitant. Annuity
payments stop when the Annuitant dies. There is no provision for continuation of
any payments to a Beneficiary.
ANNUITY OPTION B -- LIFE ANNUITY WITH 60, 120, 180 OR 240 MONTHLY PAYMENTS
CERTAIN
We make monthly payments during the lifetime of the Annuitant. In
addition, we guarantee that the Beneficiary will receive monthly payments for
the remainder of the period certain, if the Annuitant dies during that period.
The election of a longer period results in smaller monthly payments. If no
Beneficiary is designated, we pay the discounted value of the remaining payments
in one sum to the Annuitant's estate. The Beneficiary may also elect to receive
the discounted value of the remaining payments in one sum. The discount rate for
a Variable Annuity will be the assumed interest rate of 4%; the discount rate
for a Fixed Annuity will be based on the interest rate we used to determine the
amount of each payment.
ANNUITY OPTION C -- JOINT AND SURVIVOR ANNUITY
We make monthly payments during the lifetime of the Annuitant and another
person you designate and during the lifetime of the survivor of the two. We stop
making payments when the survivor dies. There is no provision for continuance of
any payments to a Beneficiary.
ANNUITY OPTION D -- MONTHLY PAYMENTS FOR A SPECIFIED PERIOD CERTAIN
We make monthly payments for a specified period of time, as you elect. If
payments under this option are paid on a Variable Annuity basis, the Annuitant
may elect to receive in one sum the discounted value of the remaining payments,
less any applicable withdrawal charge; the discount rate for a Variable Annuity
will be the assumed interest rate in effect. If the Annuitant dies during the
period selected, the remaining income payments are made as described under
Annuity Option B. The election of this Annuity Option may result in the
imposition of a penalty tax.
ANNUITY OPTION E -- FIXED PAYMENTS
We hold the portion of your Adjusted Account Value selected for this
option at interest, and make fixed payments in such amounts and at such times as
you and we may agree. We continue making payments until the amount we hold is
exhausted. The final payment will be for the remaining balance and may be less
than the previous installments. We will credit interest yearly on the amount
remaining unpaid at a rate we determine from time to time, but never less than
4% per year (or a higher rate if specified in your Contract) compounded
annually. We may change the rate at any time, but will not reduce it more
frequently than once each calendar year. The election of this Annuity Option may
result in the imposition of a penalty tax.
SELECTION OF ANNUITY OPTION
You select one or more of the Annuity Options, which you may change from
time to time during the Accumulation Phase, as long as we receive your selection
or change in writing at least 30 days before the Annuity Commencement Date. If
we have not received your written selection on the 30th day before the Annuity
Commencement Date, you will receive Annuity Option B, for a life annuity with
120 monthly payments certain.
You may specify the proportion of your Adjusted Account Value you wish to
provide a Variable Annuity or a Fixed Annuity. Under a Variable Annuity, the
dollar amount of payments will vary, while under a Fixed Annuity, the dollar
amount of payments will remain the same. If you do not specify a Variable
Annuity or a Fixed Annuity, your Adjusted Account Value will be divided between
Variable Annuities and Fixed Annuities in the same proportions as your Account
Value was divided between the Variable and Fixed Accounts on the Annuity
Commencement Date. You may allocate your Adjusted Account Value applied to a
Variable Annuity among the Sub-Accounts, or we will use your existing
allocations.
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There may be additional limitations on the options you may elect under
your particular retirement plan or applicable law.
REMEMBER THAT THE ANNUITY OPTIONS MAY NOT BE CHANGED ONCE ANNUITY PAYMENTS
BEGIN.
AMOUNT OF ANNUITY PAYMENTS
ADJUSTED ACCOUNT VALUE
The Adjusted Account Value is the amount we apply to provide a Variable
Annuity and/or a Fixed Annuity. We calculate Adjusted Account Value by taking
your Account Value on the Business Day just before the Annuity Commencement Date
and making the following adjustments:
- We deduct a proportional amount of the Account Fee, based on the
fraction of the current Account Year that has elapsed;
- If applicable, we apply the Market Value Adjustment to your Account
Value in the Fixed Account, which may result in a deduction, an
addition, or no change; and
- We deduct any applicable premium tax or similar tax if not previously
deducted.
VARIABLE ANNUITY PAYMENTS
Variable Annuity payments may vary each month. We determine the dollar
amount of the first payment using the portion of your Adjusted Account Value
applied to a Variable Annuity and the Annuity Payment Rates in your Contract,
which are based on an assumed interest rate of 4% per year, compounded annually.
See "Annuity Payment Rates."
To calculate the remaining payments, we convert the amount of the first
payment into Annuity Units for each Sub-Account; we determine the number of
those Annuity Units by dividing the portion of the first payment attributable to
the Sub-Account by the Annuity Unit Value of that Sub-Account for the Valuation
Period ending just before the Annuity Commencement Date. This number of Annuity
Units for each Sub-Account will remain constant (unless the Annuitant requests
an exchange of Annuity Units). However, the dollar amount of the next Variable
Annuity payment -- which is the sum of the number of Annuity Units for each
Sub-Account times its Annuity Unit Value for the Valuation Period ending just
before the date of the payment -- will increase, decrease, or remain the same,
depending on the net investment return of the Sub-Accounts.
If the net investment return of the Sub-Accounts selected is the same as
the assumed interest rate of 4%, compounded annually, the payments will remain
level. If the net investment return exceeds the assumed interest rate, payments
will increase and, conversely, if it is less than the assumed interest rate,
payments will decrease.
Please refer to the Statement of Additional Information for more
information about calculating Variable Annuity Units and Variable Annuity
payments, including examples of these calculations.
FIXED ANNUITY PAYMENTS
Fixed Annuity payments are the same each month. We determine the dollar
amount of each Fixed Annuity payment using the fixed portion of your Adjusted
Account Value and the applicable Annuity Payment Rates. These will be either
(1) the rates in your Contract, which are based on a minimum guaranteed interest
rate of 4% per year, compounded annually, or (2) new rates we have published and
are using on the Annuity Commencement Date, if they are more favorable. See
"Annuity Payment Rates."
MINIMUM PAYMENTS
If your Adjusted Account Value is less than $2,000, or the first annuity
payment for any Annuity Option is less than $20, we will pay the Adjusted
Account Value to the Annuitant in one payment.
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EXCHANGE OF VARIABLE ANNUITY UNITS
During the Income Phase, the Annuitant may exchange Annuity Units from one
Sub-Account to another, up to 12 times each Account Year. To make an exchange,
the Annuitant sends us, at our Annuity Mailing Address, a written request
stating the number of Annuity Units in the Sub-Account he or she wishes to
exchange and the new Sub-Account for which Annuity Units are requested. The
number of new Annuity Units will be calculated so the dollar amount of an
annuity payment on the date of the exchange would not be affected. To calculate
this number, we use Annuity Unit values for the Valuation Period during which we
receive the exchange request.
We permit only exchanges among Sub-Accounts. No exchanges to or from a
Fixed Annuity are permitted.
ACCOUNT FEE
During the Income Phase, we deduct the annual Account Fee of $30 in equal
amounts from each Variable Annuity payment.
ANNUITY PAYMENT RATES
The Contract contains Annuity Payment Rates for each Annuity Option
described in this Prospectus. The rates show, for each $1,000 applied, the
dollar amount of: (a) the first monthly Variable Annuity payment based on the
assumed interest rate specified in the applicable Contract (at least 4% per
year, compounded annually); and (b) the monthly Fixed Annuity payment, when this
payment is based on the minimum guaranteed interest rate specified in the
Contract (at least 4% per year, compounded annually). We may change these rates
under Group Contracts for Accounts established after the effective date of such
change (See "Other Contract Provisions -- Modification").
The Annuity Payment Rates may vary according to the Annuity Option elected
and the adjusted age of the Annuitant. The Contract also describes the method of
determining the adjusted age of the Annuitant. The mortality table used in
determining the Annuity Payment Rates for Options A, B and C is the 1983
Individual Annuitant Mortality Table.
ANNUITY OPTIONS AS METHOD OF PAYMENT FOR DEATH BENEFIT
You or your Beneficiary may also select one or more Annuity Options to be
used in the event of the Annuitant's death before the Income Phase, as described
under the "Death Benefit" section of this Prospectus. In that case, your
Beneficiary will be the Annuitant. The Annuity Commencement Date will be the
first day of the second month beginning after the Death Benefit Date.
OTHER CONTRACT PROVISIONS
EXERCISE OF CONTRACT RIGHTS
A Group Contract belongs to the Owner. In the case of a Group Contract,
the Owner may expressly reserve all Contract rights and privileges; otherwise,
each Participant will be entitled to exercise such rights and privileges. In any
case, such rights and privileges can be exercised without the consent of the
Beneficiary (other than an irrevocably designated Beneficiary) or any other
person. Such rights and privileges may be exercised only during the lifetime of
the Participant before the Annuity Commencement Date, except as the Contract
otherwise provides.
The Annuitant becomes the Payee on and after the Annuity Commencement
Date. The Beneficiary becomes the Payee on the death of the Annuitant after the
Annuity Commencement Date. Such Payee may thereafter exercise such rights and
privileges, if any, of ownership which continue.
CHANGE OF OWNERSHIP
Ownership of a Qualified Contract may not be transferred except to:
(1) the Annuitant; (2) a trustee or successor trustee of a pension or profit
sharing trust which is qualified under Section 401 of the Internal Revenue Code;
(3) the employer of the Annuitant, provided that the Qualified Contract
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after transfer is maintained under the terms of a retirement plan qualified
under Section 403(a) of the Internal Revenue Code for the benefit of the
Annuitant; (4) the trustee or custodian of an individual retirement account plan
qualified under Section 408 of the Internal Revenue Code for the benefit of the
Participants under a Group Contract; or (5) as otherwise permitted from time to
time by laws and regulations governing the retirement or deferred compensation
plans for which a Qualified Contract may be issued. Subject to the foregoing, a
Qualified Contract may not be sold, assigned, transferred, discounted or pledged
as collateral for a loan or as security for the performance of an obligation or
for any other purpose to any person other than the Company.
The Owner of a Non-Qualified Contract may change the ownership of the
Contract during the lifetime of the Annuitant and prior to the Annuity
Commencement Date, and each Participant, in like manner, may change the
ownership interest in a Contract. A change of ownership will not be binding on
us until we receive written notification. When we receive such notification, the
change will be effective as of the date on which the request for change was
signed by the Owner or Participant, as appropriate, but the change will be
without prejudice to us on account of any payment we make or any action we take
before receiving the change. If you change the Owner of a Non-Qualified
Contract, you will become immediately liable for the payment of taxes on any
gain realized under the Contract prior to the change of ownership, including
possible liability for a 10% federal excise tax.
DEATH OF PARTICIPANT
If your Contract is a Non-Qualified Contract and you die prior to the
Annuitant and before the Annuity Commencement Date, special distribution rules
apply. In that case, your Account Value, plus or minus any Market Value
Adjustment, must be distributed to your "designated beneficiary" within the
meaning of Section 72(s) of the Internal Revenue Code, either (1) as a lump sum
within 5 years after your death or (2) if in the form of an annuity, over a
period not greater than the life or expected life of the designated beneficiary,
with payments beginning no later than one year after your death.
The person you have named a Beneficiary under your Contract, if any, will
be the "designated beneficiary." If the named Beneficiary is not living, the
Annuitant automatically becomes the designated beneficiary.
If the designated beneficiary is your surviving spouse, your spouse may
continue the Contract in his or her own name as Participant. If you were the
Annuitant as well as the Participant, your surviving spouse (if the designated
beneficiary) may elect to be named as both Participant and Annuitant and
continue the Contract; in that case, we will not pay a death benefit and the
Account Value will not be increased to reflect the death benefit calculation. In
all other cases where you are the Annuitant, the death benefit provisions of the
Contract control, subject to the condition that any annuity option elected
complies with the special distribution requirements described above.
If your spouse elects to continue the Contract (either in the case where
you are the Annuitant or in the case where you are not the Annuitant), your
spouse must give us written notification within 60 days after we receive Due
Proof of Death, and the special distribution rules described above will apply on
the death of your spouse.
If you are the Annuitant and you die during the Income Phase, the
remaining value of the Annuity Option in place must be distributed at least as
rapidly as the method of distribution under that option.
If the Participant is not a natural person, these distribution rules apply
on a change in, or the death of, any Annuitant or Co-Annuitant.
Payments made in contravention of these special rules would adversely
affect the treatment of the Contracts as annuity contracts under the Internal
Revenue Code. Neither you nor the Beneficiary may exercise rights that would
have that effect.
If your Contract is a Qualified Contract, any distributions upon your
death will be subject to the laws and regulations governing the particular
retirement or deferred compensation plan in connection with which the Qualified
Contract was issued.
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VOTING OF SERIES FUND SHARES
We will vote Series Fund shares held by the Sub-Accounts at meetings of
shareholders of the Series Fund or in connection with similar solicitations, but
will follow voting instructions received from persons having the right to give
voting instructions. During the Accumulation Phase, you will have the right to
give voting instructions, except in the case of a Group Contract where the Owner
has reserved this right. During the Income Phase, the Payee -- that is the
Annuitant or Beneficiary entitled to receive benefits -- is the person having
such voting rights. We will vote any shares attributable to us and Series Fund
shares for which no timely voting instructions are received in the same
proportion as the shares for which we receive instructions from Owners,
Participants and Payees, as applicable.
Owners of Qualified Contracts issued on a group basis may be subject to
other voting provisions of the particular plan and of the Investment Company Act
of 1940. Employees who contribute to plans that are funded by the Contracts may
be entitled to instruct the Owners as to how to instruct us to vote the
Series Fund shares attributable to their contributions. Such plans may also
provide the additional extent, if any, to which the Owners shall follow voting
instructions of persons with rights under the plans. If no voting instructions
are received from any such person with respect to a particular Participant
Account, the Owner may instruct the Company as to how to vote the number of
Series Fund shares for which instructions may be given.
Neither the Variable Account nor the Company is under any duty to provide
information concerning the voting instruction rights of persons who may have
such rights under plans, other than rights afforded by the Investment Company
Act of 1940, or any duty to inquire as to the instructions received or the
authority of Owners, Participants or others, as applicable, to instruct the
voting of Series Fund shares. Except as the Variable Account or the Company has
actual knowledge to the contrary, the instructions given by Owners under Group
Contracts and Payees will be valid as they affect the Variable Account, the
Company and any others having voting instruction rights with respect to the
Variable Account.
All Series Fund proxy material, together with an appropriate form to be
used to give voting instructions, will be provided to each person having the
right to give voting instructions at least 10 days prior to each meeting of the
shareholders of the Series Fund. We will determine the number of Series Fund
shares as to which each such person is entitled to give instructions as of the
record date set by the Series Fund for such meeting, which is expected to be not
more than 90 days prior to each such meeting. Prior to the Annuity Commencement
Date, the number of Series Fund shares as to which voting instructions may be
given to the Company is determined by dividing the value of all of the Variable
Accumulation Units of the particular Sub-Account credited to the Participant
Account by the net asset value of one Series Fund share as of the same date. On
or after the Annuity Commencement Date, the number of Series Fund shares as to
which such instructions may be given by a Payee is determined by dividing the
reserve held by the Company in the Sub-Account with respect to the particular
Payee by the net asset value of a Series Fund share as of the same date. After
the Annuity Commencement Date, the number of Series Fund shares as to which a
Payee is entitled to give voting instructions will generally decrease due to the
decrease in the reserve.
PERIODIC REPORTS
During the Accumulation Period we will send you, or such other person
having voting rights, at least once during each Account Year, a statement
showing the number, type and value of Accumulation Units credited to your
Account and the Fixed Accumulation Value of your Account, which statement shall
be accurate as of a date not more than 2 months previous to the date of mailing.
These periodic statements contain important information concerning your
transactions with respect to a Contract. It is your obligation to review each
such statement carefully and to report to us, at the address or telephone number
provided on the statement, any errors or discrepancies in the information
presented therein within 60 days of the date of such statement. Unless we
receive notice of any such error or discrepancy from you within such period, we
may not be responsible for correcting the error or discrepancy.
In addition, every person having voting rights will receive such reports
or prospectuses concerning the Variable Account and the Series Fund as may be
required by the Investment Company Act of
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1940 and the Securities Act of 1933. We will also send such statements
reflecting transactions in your Account as may be required by applicable laws,
rules and regulations.
Upon request, we will provide you with information regarding fixed and
variable accumulation values.
SUBSTITUTION OF SECURITIES
Shares of any or all Series of the Series Fund may not always be available
for investment under the Contract. We may add or delete Series or other
investment companies as variable investment options under the Contracts. We may
also substitute shares of another Series or shares of another registered
open-end investment company or unit investment trust for the shares held in any
Sub-Account, provided that the substitution has been approved , if required, by
the SEC. In the event of any substitution pursuant to this provision, we may
make appropriate endorsement to the Contract to reflect the substitution.
CHANGE IN OPERATION OF VARIABLE ACCOUNT
At our election and subject to any necessary vote by persons having the
right to give instructions with respect to the voting of Series Fund shares held
by the Sub-Accounts, the Variable Account may be operated as a management
company under the Investment Company Act of 1940 or it may be deregistered under
the Investment Company Act of 1940 in the event registration is no longer
required. Deregistration of the Variable Account requires an order by the SEC.
In the event of any change in the operation of the Variable Account pursuant to
this provision, we may make appropriate endorsement to the Contract to reflect
the change and take such other action as may be necessary and appropriate to
effect the change.
SPLITTING UNITS
We reserve the right to split or combine the value of Variable
Accumulation Units, Annuity Units or any of them. In effecting any such change
of unit values, strict equity will be preserved and no change will have a
material effect on the benefits or other provisions of the Contract.
MODIFICATION
Upon notice to the Owner and Participant(s) (or the Payee(s) during the
Income Phase), we may modify the Contract if such modification: (i) is necessary
to make the Contract or the Variable Account comply with any law or regulation
issued by a governmental agency to which the Company or the Variable Account is
subject; (ii) is necessary to assure continued qualification of the Contract
under the Internal Revenue Code or other federal or state laws relating to
retirement annuities or annuity contracts; (iii) is necessary to reflect a
change in the operation of the Variable Account or the Sub-Account(s) (See
"Change in Operation of Variable Account"); (iv) provides additional Variable
Account and/or fixed accumulation options; or (v) as may otherwise be in the
best interests of Owners, Participants, or Payees, as applicable. In the event
of any such modification, we may make appropriate endorsement in the Contract to
reflect such modification.
In addition, upon notice to the Owner, we may modify a Group Contract to
change the withdrawal charges, Account Fees, mortality and expense risk charges,
administrative expense charges, the tables used in determining the amount of the
first monthly variable annuity and fixed annuity payments and the formula used
to calculate the Market Value Adjustment, provided that such modification
applies only to Participant Accounts established after the effective date of
such modification. In order to exercise our modification rights in these
particular instances, we must notify the Owner of such modification in writing.
The notice shall specify the effective date of such modification which must be
at least 60 days following the date we mail notice of modification. All of the
charges and the annuity tables which are provided in the Group Contract prior to
any such modification will remain in effect permanently, unless improved by the
Company, with respect to Participant Accounts established prior to the effective
date of such modification.
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<PAGE>
DISCONTINUANCE OF NEW PARTICIPANTS
We may limit or discontinue the acceptance of new Applications and the
issuance of new Certificates under a Group Contract by giving 30 days prior
written notice to the Owner. This will not affect rights or benefits with
respect to any Participant Accounts established under such Group Contract prior
to the effective date of such limitation or discontinuance.
RESERVATION OF RIGHTS
We reserve the right, to the extent permitted by law, to: (1) combine any
2 or more variable accounts; (2) add or delete Series, sub-series thereof or
other investment companies and corresponding sub-accounts; (3) add or remove
Guarantee Periods available at any time for election by a Participant; and (4)
restrict or eliminate any of the voting rights of Participants (or Owners) or
other persons who have voting rights as to the Variable Account. Where required
by law, we will obtain approval of changes from Participants or any appropriate
regulatory authority. In the event of any change pursuant to this provision, we
may make appropriate endorsement to the Contract to reflect the change.
RIGHT TO RETURN
If you are not satisfied with your Contract, you may return it by mailing
or delivering it to us at our Annuity Mailing Address on the cover of this
Prospectus within 10 days after it was delivered to you. When we receive the
returned Contract, it will be cancelled and we will refund to you your Account
Value at the end of the Valuation Period during which we received it. However,
if applicable state law requires, we will return the full amount of any Purchase
Payment(s) we received. State law may also require us to give you a longer "free
look" period or allow you to return the Contract to your sales representative.
If you are establishing an Individual Retirement Account ("IRA"), the
Internal Revenue Code requires that we give you a disclosure statement
containing certain information about the Contract and applicable legal
requirements. We must give you this statement on or before the date the IRA is
established. If we give you the disclosure statement before the seventh day
preceding the date the IRA is established, you will not have any right of
revocation under the Code. If we give you the disclosure statement at a later
date, then you may give us a notice of revocation at any time within 7 days
after your Contract Date. Upon such revocation, we will refund your Purchase
Payment(s). This right of revocation with respect to an IRA is in addition to
the return privilege set forth in the preceding paragraph. We allow a
Participant establishing an IRA a "ten day free-look," notwithstanding the
provisions of the Internal Revenue Code.
TAX CONSIDERATIONS
This section describes general federal income tax consequences based upon
our understanding of current federal tax laws. Actual federal tax consequences
may vary depending on, among other things, the type of retirement plan with
which you use a Contract and where your Contract was issued. Also, legislation
affecting the current tax treatment of annuity contracts could be enacted in the
future and could apply retroactively to Contracts that you purchased before the
date of enactment. We do not make any guarantee regarding the federal, state, or
local tax status of any Contract or any transaction involving any Contract. You
should consult a qualified tax professional for advice before purchasing a
Contract or executing any other transaction (such as a rollover, distribution,
withdrawal or payment) involving a Contract.
U.S. FEDERAL TAX CONSIDERATIONS
The following discussion applies only to those Contracts issued in the
United States. For a discussion of tax considerations effecting Contracts issued
in Puerto Rico, see "Puerto Rico Tax Considerations," below.
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<PAGE>
DEDUCTIBILITY OF PURCHASE PAYMENTS
For federal income tax purposes, Purchase Payments made under
Non-Qualified Contracts are not deductible.
PRE-DISTRIBUTION TAXATION OF CONTRACTS
Generally, an increase in the value of a Contract will not give rise to
tax prior to distribution.
However, corporate (or other non-natural person) Owners of, and
Participants under, a Non-Qualified Contract incur current tax, regardless of
distribution, on Contract value increases. Such current taxation does not apply,
though, to (i) immediate annuities, which the Internal Revenue Code (the "Code")
defines as a single premium contract with an annuity commencement date within
one year of the date of purchase, or (ii) any Contract that the non-natural
person holds as agent for a natural person (such as where a bank or other entity
holds a Contract as trustee under a trust agreement).
The Internal Revenue Service could assert that Owners or Participants
under both Qualified Contracts and Non-Qualified Contracts annually receive a
taxable deemed distribution equal to the cost of any life insurance benefit
under the Contract.
You should note that qualified retirement investments automatically
provide tax deferral regardless of whether the underlying contract is an
annuity.
DISTRIBUTIONS AND WITHDRAWALS FROM NON-QUALIFIED CONTRACTS
The Account Value will include an amount attributable to Purchase
Payments, the return of which is not taxable, and an amount attributable to
investment earnings, the return of which is taxable at ordinary income rates.
The relative portions of a distribution that derive from nontaxable Purchase
Payments and taxable investment earnings depend upon the timing of the
distribution.
If you withdraw less than your entire Account Value under a Non-Qualified
Contract before the Annuity Commencement Date, you must treat the withdrawal
first as a return of investment earnings. You may treat only withdrawals in
excess of the amount of the Account Value attributable to investment earnings as
a return of Purchase Payments. Account Value amounts assigned or pledged as
collateral for a loan will be treated as if withdrawn from the Contract.
If a Payee receives annuity payments under a Non-Qualified Contract after
the Annuity Commencement Date, however, the Payee treats a portion of each
payment as a nontaxable return of Purchase Payments. In general, the nontaxable
portion of such a payment bears the same ratio to the total payment as the
Purchase Payments bear to the Payee's expected return under the Contract. The
remainder of the payment constitutes a taxable return of investment earnings.
Once the Payee has received nontaxable payments in an amount equal to total
Purchase Payments, all future distributions constitute fully taxable ordinary
income. If the Annuitant dies before the Payee recovers the full amount of
Purchase Payments, the Payee may deduct an amount equal to unrecovered Purchase
Payments.
Upon the transfer of a Non-Qualified Contract by gift (other than to the
Participant's spouse), the Participant must treat an amount equal to the Account
Value minus the total amount paid for the Contract as income.
A penalty tax of 10% may apply to taxable cash withdrawals and lump-sum
payments from Non-Qualified Contracts. This penalty will not apply in certain
circumstances, such as distributions pursuant to the death of the Participant or
distributions under an immediate annuity (as defined above), or after age
59 1/2.
DISTRIBUTIONS AND WITHDRAWALS FROM QUALIFIED CONTRACTS
Generally, distributions from a Qualified Contract will constitute fully
taxable ordinary income. Also, a 10% penalty tax will, except in certain
circumstances, apply to distributions prior to age 59 1/2.
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<PAGE>
Distributions from a Qualified Contract are not subject to current
taxation or a 10% penalty, however, if:
- the distribution is not a hardship distribution or part of a series of
payments for life or for a specified period of 10 years or more (an
"eligible rollover distribution"), and
- the Participant or Payee rolls over the distribution (with or without
actually receiving the distribution) into a qualified retirement plan
eligible to receive the rollover.
Only you or your spouse may elect to rollover a distribution to an
eligible retirement plan.
WITHHOLDING
In the case of an eligible rollover distribution (as defined above) from a
Qualified Contract (other than from a Contract issued for use with an individual
retirement account), we (or the plan administrator) must withhold and remit to
the U.S. Government 20% of the distribution, unless the Participant or Payee
elects to make a direct rollover of the distribution to another qualified
retirement plan that is eligible to receive the rollover; however, only you or
your spouse may elect a direct rollover. In the case of a distribution from
(i) a Non-Qualified Contract, (ii) a Qualified Contract issued for use with an
individual retirement account, or (iii) a Qualified Contract where the
distribution is not an eligible rollover distribution, we will withhold and
remit to the U.S. Government a part of the taxable portion of each distribution
unless, prior to the distribution, the Participant or Payee provides us his or
her taxpayer identification number and instructs us (in the manner prescribed)
not to withhold. The Participant or Payee may credit against his or her federal
income tax liability for the year of distribution any amounts that we (or the
plan administrator) withhold.
INVESTMENT DIVERSIFICATION AND CONTROL
The Treasury Department has issued regulations that prescribe investment
diversification requirements for mutual fund series underlying nonqualified
variable contracts. Contracts must comply with these regulations to qualify as
annuities for federal income tax purposes. Contracts that do not meet the
guidelines are subject to current taxation on annual increases in value. We
believe that each Series of the Series Fund complies with these regulations. The
preamble to the regulations states that the Internal Revenue Service may
promulgate guidelines under which an owner's excessive control over investments
underlying the contract will preclude the contract from qualifying as an annuity
for federal tax purposes. We cannot predict whether such guidelines, if in fact
promulgated, will be retroactive. We reserve the right to modify the Contract
and/or the Variable Account to the extent necessary to comply with any such
guidelines, but cannot assume that such modifications would satisfy any
retroactive guidelines.
TAX TREATMENT OF THE COMPANY AND THE VARIABLE ACCOUNT
As a life insurance company under the Code, we will record and report
operations of the Variable Account separately from other operations. The
Variable Account will not, however, constitute a regulated investment company or
any other type of taxable entity distinct from our other operations. We will not
incur tax on the income of the Variable Account (consisting primarily of
interest, dividends, and net capital gains) if we use this income to increase
reserves under Contracts participating in the Variable Account.
QUALIFIED RETIREMENT PLANS
You may use Qualified Contracts with several types of qualified retirement
plans. Because tax consequences will vary with the type of qualified retirement
plan and the plan's specific terms and conditions, we provide below only brief,
general descriptions of the consequences that follow from using Qualified
Contracts in connection with various types of qualified retirement plans. We
stress that the rights of any person to any benefits under these plans may be
subject to the terms and conditions of the plans themselves, regardless of the
terms of the Qualified Contracts that you are using. These
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<PAGE>
terms and conditions may include restrictions on, among other things, ownership,
transferability, assignability, contributions and distributions.
PENSION AND PROFIT-SHARING PLANS
Sections 401(a), 401(k) and 403(a) of the Code permit business employers
and certain associations to establish various types of retirement plans for
employees. The Tax Equity and Fiscal Responsibility Act of 1982 eliminated most
differences between qualified retirement plans of corporations and those of
self-employed individuals. Self-employed persons may therefore use Qualified
Contracts as a funding vehicle for their retirement plans, as a general rule.
TAX-SHELTERED ANNUITIES
Section 403(b) of the Code permits public school employees and employees
of certain types of charitable, educational and scientific organizations
specified in Section 501(c)(3) of the Code to purchase annuity contracts and,
subject to certain limitations, exclude the amount of purchase payments from
gross income for tax purposes. The Code imposes restrictions on cash withdrawals
from Section 403(b) annuities.
If the Contracts are to receive tax deferred treatment, cash withdrawals
of amounts attributable to salary reduction contributions (other than
withdrawals of accumulation account value as of December 31, 1988) may be made
only when the Participant attains age 59 1/2, separates from service with the
employer, dies or becomes disabled (within the meaning of Section 72(m)(7) of
the Code). These restrictions apply to (i) any post-1988 salary reduction
contributions, (ii) any growth or interest on post-1988 salary reduction
contributions, and (iii) any growth or interest on pre-1989 salary reduction
contributions that occurs on or after January 1, 1989. It is permissible,
however, to withdraw post-1988 salary reduction contributions in cases of
financial hardship. While the Internal Revenue Service has not issued specific
rules defining financial hardship, we expect that to qualify for a hardship
distribution, the Participant must have an immediate and heavy bona fide
financial need and lack other resources reasonably available to satisfy the
need. Hardship withdrawals (as well as certain other premature withdrawals) will
be subject to a 10% tax penalty, in addition to any withdrawal charge applicable
under the Contracts. Under certain circumstances the 10% tax penalty will not
apply if the withdrawal is for medical expenses.
Under the terms of a particular Section 403(b) plan, the Participant may
be entitled to transfer all or a portion of the Account Value to one or more
alternative funding options. Participants should consult the documents governing
their plan and the person who administers the plan for information as to such
investment alternatives.
INDIVIDUAL RETIREMENT ACCOUNTS
Sections 219 and 408 of the Code permit eligible individuals to contribute
to an individual retirement program, including Simplified Employee Pension
Plans, Employer/Association of Employees Established Individual Retirement
Account Trusts, and Simple Retirement Accounts. Such IRAs are subject to
limitations on contribution levels, the persons who may be eligible, and on the
time when distributions may commence. In addition, certain distributions from
some other types of retirement plans may be placed in an IRA on a tax-deferred
basis. If we sell Contracts for use with IRAs, the Internal Revenue Service or
other agency may impose supplementary information requirements. We will provide
purchasers of the Contracts for such purposes with any necessary information.
You will have the right to revoke the Contract under certain circumstances, as
described in the section of this Prospectus entitled "Right to Return."
ROTH IRAS
Section 408A of the Code permits an individual to contribute to an
individual retirement program called a Roth IRA. Unlike contributions to a
traditional IRA under Section 408 of the Code, contributions to a Roth IRA are
not tax-deductible. Provided certain conditions are satisfied, distributions are
generally tax-free. Like traditional IRAs, Roth IRAs are subject to limitations
on contribution
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<PAGE>
amounts and the timing of distributions. If an individual converts a traditional
IRA into a Roth IRA, the full amount of the IRA is included in taxable income.
The Internal Revenue Service and other agencies may impose special information
requirements with respect to Roth IRAs. If and when we make Contracts available
for use with Roth IRAs, we will provide any necessary information.
PUERTO RICO TAX CONSIDERATIONS
Puerto Rico tax laws with respect to qualified retirement plans described
in this Prospectus vary significantly from those discussed above under "U.S.
Federal Tax Considerations." Although we currently offer the Contract in Puerto
Rico in connection with qualified retirement plans, the text of this Prospectus
under the heading "U.S. Federal Tax Considerations" dealing with such qualified
retirement plans is inapplicable to Puerto Rico and should be disregarded.
The following discussion applies if your Contract is issued in Puerto
Rico:
Under Section 1022 of the Puerto Rico Internal Revenue Code of 1994, as
amended (the "1994 Code"), the Contract offered by this Prospectus is considered
an annuity contract. The 1994 Code provides that no income tax is payable on
increases in value of accumulation shares of annuity units credited to a
variable annuity contract until payments are made to the annuitant or other
payee under such contract.
If any annuity distributions are made under an annuity contract, the
annuitant or other payee will be required to include as gross income the portion
of each payment equal to 3% of the aggregate premiums or other consideration
paid for the annuity. The amount, if any, in excess of the included amount is
excluded from gross income. After an amount equal to the aggregate amount
excluded from gross income has been received, all of the annuity payments are
considered to be taxable income.
In the event payment under a Contract is made in a lump sum, the amount of
the payment would be included in the gross income of the Annuitant or other
Payee to the extent of the Annuitant's aggregate premiums or other consideration
paid.
For further information regarding the income tax consequences of owning a
Contract, you should consult a qualified tax adviser.
ADMINISTRATION OF THE CONTRACTS
We perform certain administrative functions relating to the Contracts,
Participant Accounts, and the Variable Account. These functions include, but are
not limited to, maintaining the books and records of the Variable Account and
the Sub-Accounts; maintaining records of the name, address, taxpayer
identification number, Contract number, Participant Account number and type, the
status of each Participant Account and other pertinent information necessary to
the administration and operation of the Contracts; processing Applications,
Purchase Payments, transfers and full and partial withdrawals; issuing Contracts
and Certificates; administering annuity payments; furnishing accounting and
valuation services; reconciling and depositing cash receipts; providing
confirmations; providing toll-free customer service lines; and furnishing
telephonic transfer services.
DISTRIBUTION OF THE CONTRACTS
We offer the Contracts on a continuous basis. The Contracts are sold by
licensed insurance agents in those states where the Contracts may be lawfully
sold. Such agents will be registered representatives of broker-dealers
registered under the Securities Exchange Act of 1934 who are members of the
National Association of Securities Dealers, Inc. and who have entered into
distribution agreements with the Company and the general distributor, Clarendon
Insurance Agency, Inc. ("Clarendon"), One Sun Life Executive Park, Wellesley
Hills, Massachusetts 02481. Clarendon, a wholly-owned subsidiary of the Company,
is registered with the SEC under the Securities Exchange Act of 1934 as a
broker-dealer and is a member of the National Association of Securities Dealers,
Inc.
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<PAGE>
Commissions and other distribution compensation will be paid by the
Company to the selling agents and will not be more than 6.86% of Purchase
Payments. In addition to commissions, the Company may, from time to time, pay or
allow additional promotional incentives, in the form of cash or other
compensation as allowed by law. In some instances, such other incentives may be
offered only to certain broker-dealers that sell or are expected to sell during
specified time periods certain minimum amounts of the Contracts or Certificates
or other contracts offered by the Company. Commissions will not be paid with
respect to Accounts established for the personal account of employees of the
Company or any of its affiliates, or of persons engaged in the distribution of
the Contracts, or of immediate family members of such employees or persons.
During 1997, 1998 and 1999, nothing was paid to and retained by Clarendon in
connection with the distribution of the Contracts.
PERFORMANCE INFORMATION
From time to time the Variable Account may publish reports to
shareholders, sales literature and advertisements containing performance
information relating to the Sub-Accounts. This information may include
standardized and non-standardized "Average Annual Total Return," "Cumulative
Growth Rate" and "Compound Growth Rate." The Government Securities
Series Sub-Account and the High Yield Series Sub-Account may also advertise
"yield." The Money Market Series Sub-Account may advertise "yield" and
"effective yield."
Average Annual Total Return measures the net income of the Sub-Account and
any realized or unrealized gains or losses of the Series in which it invests,
over the period stated. Average Annual Total Return figures are annualized and
represent the average annual percentage change in the value of an investment in
a Sub-Account over that period. Standardized Average Annual Total Return
information covers the period after the Variable Account was established or, if
shorter, the life of the Series. Non-standardized Average Annual Return covers
the life of each Series, which may predate the Variable Account. Cumulative
Growth Rate represents the cumulative change in the value of an investment in
the Sub-Account for the period stated, and is arrived at by calculating the
change in the Accumulation Unit Value of a Sub-Account between the first and the
last day of the period being measured. The difference is expressed as a
percentage of the Accumulation Unit Value at the beginning of the base period.
"Compound Growth Rate" is an annualized measure, calculated by applying a
formula that determines the level of return which, if earned over the entire
period, would produce the cumulative return.
Average Annual Total Return figures assume an initial purchase payment of
$1,000 and reflect all applicable withdrawal and Contract charges. The
Cumulative Growth Rate and Compound Growth Rate figures that we advertise do not
reflect withdrawal charges or the Account Fee, although they reflect all
recurring charges. Results calculated without withdrawal and/or certain Contract
charges will be higher. We may also use other types of rates of return that do
not reflect withdrawal and Contract charges.
The performance figures used by the Variable Account are based on the
actual historical performance of the Series Fund for the specified periods, and
the figures are not intended to indicate future performance. For periods before
the date the Contracts became available, we calculate the performance
information for the Sub-Account on a hypothetical basis. To do this, we reflect
deductions of the current Contract fees and charges from the historical
performance of the corresponding series.
Yield is a measure of the net dividend and interest income earned over a
specific one month or 30-day period (7-day period for the Money Market Series
Sub-Account), expressed as a percentage of the value of the Sub-Account's
Accumulation Units. Yield is an annualized figure, which means that we assume
that the Sub-Account generates the same level of net income over a one-year
period and compound that income on a semi-annual basis. We calculate the
effective yield for the Money Market Sub-Account similarly, but include the
increase due to assumed compounding. The Money Market Sub-Account's effective
yield will be slightly higher than its yield as a result of its compounding
effect.
The Variable Account may also from time to time compare its investment
performance to various unmanaged indices or other variable annuities and may
refer to certain rating and other organizations in its marketing materials. More
information on performance and our computations is set forth in the Statement of
Additional Information.
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The Company may also advertise the ratings and other information assigned
to it by independent industry ratings organizations. Some of these organizations
are A.M. Best, Moody's Investor's Service, Standard and Poor's Insurance Rating
Services, and Duff and Phelps. Each year A.M. Best reviews the financial status
of thousands of insurers, culminating in the assignment of Best's rating. These
ratings reflect A.M. Best's current opinion of the relevant financial strength
and operating performance of an insurance company in comparison to the norms of
the life/health industry. Best's ratings range from A++ to F. Standard and
Poor's and Duff and Phelps' ratings measure the ability of an insurance company
to meet its obligations under insurance policies it issues. These two ratings do
not measure the insurance company's ability to meet non-policy obligations.
Ratings in general do not relate to the performance of the Sub-Accounts.
We may also advertise endorsements from organizations, individuals or
other parties that recommend the Company or the Contracts. We may occasionally
include in advertisements (1) comparisons of currently taxable and tax deferred
investment programs, based on selected tax brackets; or (2) discussions of
alternative investment vehicles and general economic conditions.
AVAILABLE INFORMATION
The Company and the Variable Account have filed with the SEC registration
statements under the Securities Act of 1933 relating to the Contracts. This
Prospectus does not contain all of the information contained in the registration
statements and their exhibits. For further information regarding the Variable
Account, the Company and the Contracts, please refer to the registration
statements and their exhibits.
In addition, the Company is subject to the informational requirements of
the Securities Exchange Act of 1934. We file reports and other information with
the SEC to meet these requirements. You can inspect and copy this information
and our registration statements at the SEC's public reference facilities at the
following locations: WASHINGTON, D.C. -- 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549; CHICAGO, ILLINOIS -- 500 West Madison Street, Chicago,
IL 60661; NEW YORK, NEW YORK -- 7 World Trade Center, 13th Floor, New York, NY
10048. The Washington, D.C. office will also provide copies by mail for a fee.
You may also find these materials on the SEC's website (http:// www.sec.gov).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1999 filed with the SEC is incorporated by reference in this Prospectus. Any
statement contained in a document we incorporate by reference is deemed modified
or superceded to the extent that a later filed document, including this
Prospectus, shall modify or supercede that statement. Any statement so modified
or superceded shall not be deemed, except as so modified or superceded, to
constitute part of this Prospectus.
The Company will furnish, without charge, to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of the document referred to above which has been incorporated by reference
in this Prospectus, other than exhibits to such document (unless such exhibits
are specifically incorporated by reference in this Prospectus). Requests for
such document should be directed to the Secretary, Sun Life Assurance Company of
Canada (U.S.), One Sun Life Executive Park, Wellesley Hills, Massachusetts
02481, telephone (800) 225-3950.
ADDITIONAL INFORMATION ABOUT THE COMPANY
GENERAL
The Company is engaged in the sale of individual variable life insurance
and individual and group fixed and variable annuities. These contracts are sold
in both the tax-qualified and non-tax-qualified markets. These products are
distributed through individual insurance agents, insurance brokers and
broker-dealers.
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The following table sets forth premiums and deposits by major product
categories for each of the last 3 years. See the Notes to the Statutory
Financial Statements of the Company included in this Prospectus for industry
segment information.
<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C>
Protection $ 16,509 $ 155,907 $ 204,671
Wealth Management $2,651,247 $2,194,895 $2,204,693
---------- ---------- ----------
$2,667,756 $2,350,802 $2,409,364
========== ========== ==========
</TABLE>
SELECTED FINANCIAL DATA
The following selected financial data for the Company should be read in
conjunction with the Statutory Financial Statements and the Notes thereto
included in this Prospectus beginning on page .
<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Revenues
Premiums, annuity deposits
and other revenue $ 2,869,250 $ 2,581,463 $ 2,623,629 $ 2,215,322 $ 1,883,901
Net investment income and
realized gains 190,844 187,208 298,121 310,172 315,966
----------- ----------- ----------- ----------- -----------
3,060,094 2,768,671 2,921,750 2,525,494 2,199,867
----------- ----------- ----------- ----------- -----------
Benefits and expenses
Policyholder benefits 2,706,121 2,416,950 2,579,104 2,232,528 1,995,208
Other expenses 239,136 214,607 206,065 175,342 150,937
----------- ----------- ----------- ----------- -----------
2,945,257 2,631,557 2,785,169 2,407,870 2,146,145
----------- ----------- ----------- ----------- -----------
Operating gain 114,837 137,114 136,581 117,624 53,722
Federal income tax expense
(benefit) 24,479 11,713 7,339 (5,400) 17,807
----------- ----------- ----------- ----------- -----------
Net income $ 90,358 $ 125,401 $ 129,242 $ 123,024 $ 35,915
=========== =========== =========== =========== ===========
Assets $19,948,155 $16,902,621 $15,925,357 $13,621,952 $12,359,683
=========== =========== =========== =========== ===========
Surplus notes $ 565,000 $ 565,000 $ 565,000 $ 315,000 $ 650,000
=========== =========== =========== =========== ===========
</TABLE>
See "Reinsurance," below, for the effect of the reinsurance agreements on 1999
net income.
See Note 1 to the Statutory Financial Statements for changes in accounting
principles and reporting.
See discussion in "Management's Discussion and Analysis of Financial Condition
and Results of Operations."
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
CAUTIONARY STATEMENT
This Prospectus includes forward-looking statements by the Company under
the Private Securities Litigation Reform Act of 1995. These statements are not
matters of historical fact; they relate to such topics as future product sales,
volume growth, market share, market risk and financial goals. It is important to
understand that these forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from
those that the statements anticipate. These risks and uncertainties may concern,
among other things:
- Heightened competition, particularly in terms of price, product features,
and distribution capability, which could constrain the Company's growth
and profitability.
- Changes in interest rates and market conditions.
- Regulatory and legislative developments.
- Developments in consumer preferences and behavior patterns.
RESULTS OF OPERATIONS
1999 COMPARED TO 1998:
NET INCOME
Net income decreased by $35.0 million to $90.4 million in 1999, reflecting
a decrease of $54.7 million in income from operations and an increase of
$19.7 million in net realized capital gains. (In the following discussion,
"income from operations" refers to the statutory statements of operations line
item, "net gain from operations after dividends to policyholders and federal
income tax and before realized capital gains.")
Income from operations decreased from $125.0 million in 1998 to
$70.3 million in 1999, mainly as a result of the following factors:
- A $32.3 million increase, to $63.7 million in 1999, in the income from
operations from the Company's Wealth Management segment. (See "1999
Compared to 1998 -- Wealth Management Segment," below.)
- The effect of terminating certain reinsurance agreements with the
Company's ultimate parent in 1998. The termination of these agreements was
the predominant factor in the $94.2 million decrease in income from
operations for the Company's Protection segment. (See "1999 Compared to
1998 -- Protection Segment," below.)
- An increase of $7.2 million in income from operations from the Corporate
segment, mainly reflecting dividends from a subsidiary. (See "1999
Compared to 1998 -- Corporate Segment," below.)
INCOME FROM OPERATIONS BY SEGMENT
The Company's income from operations reflects the operations of its 3
business segments: the Wealth Management segment, the Protection segment and the
Corporate segment.
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<PAGE>
The following table provides a summary of income from operations by
segment, which is discussed more fully below.
INCOME FROM OPERATIONS BY SEGMENT*
($ IN MILLIONS)
<TABLE>
<CAPTION>
% CHANGE
---------------------
1999 1998 1997 1999/1998 1998/1997
-------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Wealth Management $63.7 $ 31.4 $ 14.7 102.9% 113.6%
Protection (5.1) 89.1 18.0 (105.7)% 395.0%
Corporate 11.7 4.5 69.8 160.0% (93.6)%
----- ------ ------ ------ -----
$70.3 $125.0 $102.5 (43.8)% 22.0%
===== ====== ====== ====== =====
</TABLE>
* Before net realized capital gains
WEALTH MANAGEMENT SEGMENT
The Wealth Management segment focuses on the savings and retirement needs
of individuals preparing for retirement or who have already retired. It
primarily markets to upscale consumers in the U.S., selling individual and group
fixed and variable annuities. Its major product lines, "Regatta" and "Futurity,"
are combination fixed/variable annuities. In these combination annuities,
contract holders have the choice of allocating payments either to a fixed
account, which provides a guaranteed rate of return, or to variable accounts.
Withdrawals from the fixed account are subject to market value adjustment. In
the variable accounts, the contract holder can choose from a range of investment
options and styles. The return depends upon investment performance of the
options selected. Investment funds available under Regatta products are managed
by Massachusetts Financial Services Company ("MFS"), an affiliate of the
Company. Investment funds available under Futurity products are managed by
several investment managers, including MFS and Sun Capital Advisers, Inc., a
subsidiary of the Company.
The Company distributes its annuity products through a variety of
channels. For the Regatta products, about half are sold through securities
brokers; a further one-fourth through financial institutions, and the remainder
through insurance agents and financial planners. The Futurity products,
introduced in February 1998, are primarily distributed through a dedicated
wholesaler network, including Sun Life of Canada (U.S.) Distributors, Inc., a
subsidiary of the Company.
Although new pension products are not currently sold, there has been a
substantial block of group retirement business in-force, including guaranteed
investment contracts ("GICs"), pension plans and group annuities. A significant
portion of these pension contracts are non-surrenderable, with the result that
the Company's liquidity exposure is limited. GICs were marketed directly in the
U.S. through independent managers. In 1997, the Company decided to no longer
market group pension and GIC products.
Following are the major factors affecting this segment's results in 1999
as compared to 1998.
- - Deposit-type funds, which primarily comprised annuity deposits, increased by
$457.7 million, or 21%, to $2,598.3 million in 1999. Fixed annuity account
deposits were higher by approximately $625 million in 1999, which management
believes is mainly a result of the success of the Company's introduction,
during the fourth quarter of 1998, of a higher Dollar Cost Averaging ("DCA")
rate and a new 6-month DCA program. Under these programs, which were
redesigned in late 1996, deposits are made into the fixed portion of the
annuity contract and receive a bonus rate of interest for the policy year.
During the year, the fixed deposit is systematically transferred to the
variable portion of the contract in equal periodic installments. While fixed
annuity account deposits increased, deposits directly into variable accounts
declined by approximately 13% in 1999. The Company believes this decline was a
consequence of the heightened interest in the DCA programs in 1999.
Sales of the Futurity line of products, introduced in February 1998,
represented approximately 9% of total annuity deposits in 1999. The Company
expects that sales of the Futurity products will continue to increase in the
future, based on management's beliefs that market demand is growing for multi-
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<PAGE>
manager variable annuity products, such as Futurity; that the productivity of
Futurity's wholesale distribution network, established in 1998, will continue
to grow; and that the marketplace will respond favorably to introductions of
new Futurity products and product enhancements.
- - Fee income increased as a result of higher variable annuity account balances.
Fee income was higher by approximately $32 million in 1999. The factors
driving this growth in account balances have been market appreciation and net
deposit activity. This growth has generated corresponding increases in fee
income, since fees are determined based on the average assets held in these
accounts. Other income increased by approximately $5 million in 1999, mainly
reflecting a reinsurance agreement entered into in July 1999 with an unrelated
company, which provides reinsurance on certain fixed group annuity contracts.
The net effect of this agreement was to increase income from operations by
approximately $3.4 million.
- - The net year-over-year change in aggregate reserves on policies and contracts
for the Wealth Management segment had the effect of increasing income from
operations for this segment. This change reflected lower reserves related to
minimum guaranteed death benefit product features as well as a variety of
other factors.
- - There has been a shift in demand to variable account products from general
account products. As a consequence, there has been a decline in average
general account invested assets and, in turn, net investment income has
declined. Net investment income reflects only income earned on invested assets
of the general account. In 1999, net investment income for the Wealth
Management segment decreased by $44.0 million, to $114.0 million. This decline
in average general account assets primarily reflects the Company's decision in
1997 to no longer market group pension and GIC products and as a consequence,
a declining block of in-force business as GICs mature and are surrendered.
- - Policyholder benefits (the major elements of which are surrenders and
withdrawals, changes in the liability for premium and other deposit funds, and
related separate account transfers) were higher by approximately $430 million
in 1999, mainly as a result of higher variable annuity surrenders. The
increase in variable annuity surrenders primarily related to a block of
separate account contracts that had been issued seven or more years previously
and for which the surrender charge periods had expired. The Company expects
that as the separate account block of business continues to grow and as an
increasing number of accounts are no longer subject to surrender charges,
surrenders will tend to increase. The Company is implementing a conservation
program with the aim of improving asset retention.
- - Operational expenses, which include general insurance expenses and insurance
taxes, licenses and fees, excluding federal income taxes, increased by
$5.4 million, or 9%, in 1999. This increase reflected costs associated with
operations and technology improvements to support the growth of the Company's
in-force business. Commissions of $153.6 million were higher by $17.7 million
in 1999, mainly as a result of higher sales.
PROTECTION SEGMENT
The Protection Segment comprises two main elements, internal reinsurance
and variable life products.
INTERNAL REINSURANCE
In recent years, the Company has had various reinsurance agreements with
Sun Life (Canada). In some of these arrangements, Sun Life (Canada) has
reinsured the mortality risks of individual life policies sold in prior years by
the Company. These agreements, in the aggregate, had an immaterial effect on net
income in the years 1998 and 1999. Under another reinsurance agreement, which
became effective January 1, 1991 and terminated October 1, 1998, the Company
reinsured certain individual life insurance contracts issued by Sun Life
(Canada). This agreement had the effect of increasing income from operations by
$24.6 million in 1998. In addition, the effect of terminating this agreement was
to further increase 1998 net income by $65.7 million as the termination payment
was less than the
35
<PAGE>
reserves held under the agreement. Because this agreement terminated in 1998, it
had no effect on income from operations in 1999.
VARIABLE LIFE PRODUCTS
The Company's primary individual variable life insurance product is its
variable universal life product marketed to the company-owned life insurance
("COLI") market. This product was introduced in late 1997. The Company's
management expects that the Company's variable life business will grow and
become more significant in the future. In September 1999, the Company introduced
a new variable universal life product as part of the Futurity product portfolio.
Costs related to developing this product were primarily responsible for the
decrease of approximately $4 million in income from operations for this portion
of the Protection segment.
CORPORATE SEGMENT
The Corporate segment includes the capital of the Company, its investments
in subsidiaries and items not otherwise attributable to either the Wealth
Management segment or the Protection segment.
In 1999, income from operations for this segment increased by
$7.2 million to $11.7 million. This increase reflected higher net investment
income, mainly from dividends of $19.3 million received during the 4th quarter
from a subsidiary, New London Trust, F.S.B. Partially offsetting this change in
net investment income were higher operational expenses and higher federal income
taxes attributable to this segment.
1998 COMPARED TO 1997:
NET INCOME
Net income decreased by $3.8 million to $125.4 million in 1998, reflecting
an increase of $22.5 million in income from operations and a decrease of
$26.3 million in net realized capital gains.
Income from operations increased from $102.5 million in 1997 to
$125.0 million in 1998, mainly as a result of the following factors:
- - A $16.7 million increase, to $31.4 million in 1998, in the income from
operations from the Company's Wealth Management segment. (See "1998 Compared
to 1997 -- Wealth Management Segment," below.)
- - The effect of terminating certain reinsurance agreements with Sun Life
(Canada). The termination of these agreements was the predominant factor in
the $71.1 million increase in income from operations for the Company's
Protection segment.
- - The effects of the Company's December 1997 reorganization (described in
"Corporate Segment," below), as a result of which MFS is no longer a
subsidiary of the Company. As a result of this reorganization, dividends from
subsidiaries were lower in 1998 than in 1997 and certain subsidiary tax
benefits were no longer available to the Company. Also affecting income from
operations for the Corporate segment in 1998 was that income earned on the
proceeds of a December 1997 issuance of a $250 million surplus note was lower
than the related interest expense.
Net realized capital gains decreased from $26.7 million in 1997 to
$0.4 million in 1998. This decrease was also due to the Company's December
1997 reorganization which resulted in a realized capital gain of
$21.2 million in 1997.
36
<PAGE>
INCOME FROM OPERATIONS BY SEGMENT
WEALTH MANAGEMENT SEGMENT
Following are the major factors affecting the Wealth Management segment's
results in 1998 as compared to 1997:
- Annuity deposits declined by about $27 million, or 1%, to $2.2 billion in
1998. Fixed annuity account deposits were lower by approximately 7% in
1998, while deposits into variable annuity accounts increased in total and
as a proportion of total annuity deposits. These trends reflected market
conditions and competitive factors.
Deposits into the DCA programs, a feature of the Company's combination
fixed/variable annuity products, were a significant element of account
deposits. Under these programs, which were redesigned in late 1996,
deposits are made into the fixed portion of the annuity contract and
receive a bonus rate of interest for the policy year. During the year, the
fixed deposit is systematically transferred to the variable portion of the
contract in equal periodic installments. DCA deposits overall were flat in
1998 compared to 1997. This pattern resulted, in part, from heightened
competition, as other companies introduced similar DCA programs within in
1998. During the fourth quarter of 1998, the Company introduced a higher
DCA rate and a new six-month DCA program. DCA deposits for that quarter
were higher, compared to the preceding 1998 quarters.
An increase in variable account deposits in 1998 reflected both the
continuing strong growth in equity markets generally and the continuing
strong performance of the investment funds underlying the Company's
variable annuity products. The continuing strong equity markets, low
interest rate environment, and demographic trends, among other factors,
increased the demand and market for wealth accumulation products in the
U.S., particularly for variable annuities. These factors contributed to the
growth in the Company's variable account deposits in 1998, despite
heightened competition.
The Company introduced its Futurity line of products in February 1998.
Related deposits represented about 6% of the total for the Wealth
Management segment in 1998.
- Fee income increased as a result of higher variable annuity account
balances. The main factors driving this growth in account balances were
market appreciation and net deposit activity. This growth generated
corresponding increases in fee income, since fees are determined based on
the average assets held in these accounts. Fee income increased by
approximately $43 million, or 39%, in 1998.
- Because there was a shift to variable accounts from the general account,
net investment income declined. Net investment income reflects only income
earned on invested assets of the general account. In 1998, net investment
income for the Wealth Management segment decreased by about $40 million,
or 20%, compared to 1997, mainly as a result of the decline in average
invested assets in the Company's general account. This decline in average
general account assets mainly reflected the shift in deposits in recent
years from the fixed account to variable accounts. It also reflected the
Company's decision in 1997 to no longer market group pension and GICs.
- Policyholder benefits were lower, mainly reflecting lower surrender
activity compared to 1997. During 1997 and into the first half of 1998,
surrender and withdrawal activity had been high. This activity primarily
related to a block of separate account contracts that had been issued 7 or
more years previously and for which the surrender charge periods had
expired. While variable account surrenders continued to rise, general
account surrenders declined in 1998. As a result of this pattern of
activity, policyholder benefits (of which surrenders and withdrawals, the
related changes in the liability for premium and other deposit funds, and
related separate account transfers are the major elements) increased in
1997 and were lower in 1998.
37
<PAGE>
- As a result of investments in technology and infrastructure to enhance
annuity operations, operational expenses increased by approximately $12
million, or 25%, in 1998 compared to 1997. These increases reflected 3
main factors:
- Higher volumes of annuity business, requiring greater administrative
support.
- Improvements to the computer systems and technology that support the
annuity business. These improvements involved information systems
supporting the growth of the Company's in-force business, particularly
its combination fixed/variable annuities.
- Costs associated with the product design and implementation of the new
Futurity multi-manager annuity product and the development of a new
product within the Regatta product line.
PROTECTION SEGMENT
The reinsurance arrangements in which Sun Life (Canada) has reinsured the
mortality risks of individual life policies sold in prior years by the Company
had an immaterial effect, in the aggregate, on net income in 1997 and 1998.
Under another agreement, which became effective January 1, 1991 and terminated
October 1, 1998, the Company reinsured certain individual life insurance
contracts issued by Sun Life (Canada). This agreement had the effect of
increasing income from operations by $37.1 million in 1997. Income from
operations decreased to $24.6 million in 1998, because the agreement was in
place only through the first 9 months of 1998. In addition, the effect of
terminating this agreement was to further increase 1998 net income by $65.7
million. This termination-related increase in 1998 represented a reasonable
approximation of the value of the stream of future earnings that the agreement
would have generated had it remained in effect.
The Company's primary individual variable life insurance product is its
variable universal life product marketed to the company-owned life insurance
("COLI") market. This product was introduced in late 1997.
CORPORATE SEGMENT
In 1998, income from operations decreased by $65.3 million to
$4.5 million for the Corporate segment. This decrease reflected 2 main factors:
- Dividends from subsidiaries were lower than in 1997 by $37.5 million. This
decrease mainly resulted from a December 1997 reorganization, in which the
Company transferred its ownership of MFS to its parent company, Sun Life
of Canada (U.S.) Holdings, Inc. ("Sun Life (U.S.) Holdings.") As a result
of this reorganization, the Company received no dividends from MFS in
1998. By comparison, it received $33.1 million of MFS dividends in 1997.
- Net investment income, other than dividends from subsidiaries, decreased
by $5.9 million in 1998 over 1997, reflecting the effect of the Company's
December 1997 issuance of a $250 million surplus note to Sun Life (U.S.)
Holdings. Interest expense exceeded investment earnings on the related
funds.
FINANCIAL CONDITION AND LIQUIDITY
ASSETS
The Company's total assets comprise those held in its general account and
those held in its separate accounts. General account assets support general
account liabilities. Separate accounts and their assets are of 2 main types:
- Those assets held in a "fixed" separate account, which the Company
established for amounts that contract holders allocate to the fixed
portion of their combination fixed/variable deferred annuity contracts.
Fixed separate account assets are available to fund general account
liabilities and general account assets are available to fund the
liabilities of this fixed separate account. The
38
<PAGE>
Company manages the assets of this fixed separate account according to
general account investment policy guidelines.
- Those assets held in a number of registered and non-registered "variable"
separate accounts as investment vehicles for the Company's variable life
and annuity contracts. Policyholders may choose from among various
investment options offered under these contracts according to their
individual needs and preferences. Policyholders assume the investment
risks associated with these choices. General account and fixed separate
account assets are not available to fund the liabilities of these variable
accounts.
The following table summarizes significant changes in asset balances
during 1999, 1998 and 1997. The changes are discussed below.
<TABLE>
<CAPTION>
ASSETS % CHANGE
1999 1998 1997 1999/1998 1998/1997
--------- --------- --------- --------- ---------
($ IN MILLIONS)
<S> <C> <C> <C> <C> <C>
General account assets.................. $ 2,377.1 $ 2,932.2 $ 4,513.5 (18.9)% (35.0)%
Fixed separate account assets........... 2,080.7 2,195.6 2,343.9 (5.2)% (6.3)%
--------- --------- --------- ----- -----
$ 4,457.8 $ 5,127.8 $ 6,857.4 (13.1)% (25.2)%
Variable separate account assets........ 15,490.3 11,774.8 9,068.0 31.6% 29.9%
--------- --------- --------- ----- -----
Total assets............................ $19,948.1 $16,902.6 $15,925.4 18.0% 6.1%
========= ========= ========= ===== =====
</TABLE>
General account and fixed separate account assets, taken together,
decreased by 13.2% in 1999; but variable separate account assets increased by
31.6%. In 1998, the combined general account and fixed separate account
decreased by 25.2%, while variable separate account assets increased by 29.9%.
This growth in variable accounts relative to the general and fixed accounts
reflects 2 main factors: (1) appreciation of the funds held in the variable
separate accounts has exceeded that of the funds held in the general and fixed
separate accounts; and (2) annuity deposits and exchanges into variable accounts
have increased, while annuity deposits into fixed accounts have slowed. The
Company believes this pattern has reflected a shift in the preferences of
policyholders, which is largely attributable to the strong performance of equity
markets in general and of the Company's variable account funds in particular.
The assets of the general account are available to support general account
liabilities. For management purposes, it is the Company's practice to segment
its general account to facilitate the matching of assets and liabilities.
General account assets primarily comprise cash and invested assets, which
represented essentially all of general account assets at year-end 1999. Major
types of invested asset holdings included bonds, mortgages, real estate and
common stock. The Company's bond holdings comprised 51.5% of the Company's
portfolio at year-end 1999. Bonds included both public and private issues. It is
the Company's policy to acquire only investment-grade securities. As a result,
the overall quality of the bond portfolio is high. At year-end 1999, only 0.5%
were rated below-investment-grade; i.e., they had National Association of
Insurance Commissioners ("NAIC") ratings lower than "1" or "2." The Company's
mortgage holdings amounted to $528.9 million at year-end 1999, representing
22.3% of the total portfolio. All mortgage holdings at year-end 1999 were in
good standing. The Company believes that the high quality of its mortgage
portfolio is largely attributable to its stringent underwriting standards. At
year-end 1999, investment real estate amounted to $79.2 million, representing
about 3.3% of the total portfolio. The Company invests in real estate to enhance
yields and, because of the long-term nature of these investments, the Company
uses them for purposes of matching with products having long-term liability
durations. Common stock holdings amounted to $75.3 million, representing about
3.2% of the portfolio. These holdings comprised the Company's ownership shares
in subsidiaries.
39
<PAGE>
LIABILITIES
As with assets, the proportion of variable separate account liabilities to
total liabilities has been increasing. Most of the Company's liabilities
comprise reserves for life insurance and for annuity contracts and deposit
funds. The Company expects the declining trend in general account liabilities to
continue, because it believes that net maturities will continue to exceed sales
for the fixed contracts associated with these liabilities. This trend stems
mainly from the Company's 1997 decision to discontinue selling group pension and
GIC contracts and to focus its marketing efforts on its combination
fixed/variable annuity products.
CAPITAL MARKETS RISK MANAGEMENT
See "Quantitative and Qualitative Disclosures About Market Risk," below,
for a discussion of the Company's capital markets risk management.
CAPITAL RESOURCES
CAPITAL ADEQUACY
The National Association of Insurance Commissioners ("NAIC") adopted
regulations at the end of 1993 that established minimum capitalization
requirements for insurance companies, based on risk-based capital ("RBC")
formulas. These requirements are intended to identify undercapitalized
companies, so that specific regulatory actions can be taken on a timely basis.
The RBC formula for life insurance companies calculates capital requirements
related to asset, insurance, interest rate, and business risks. According to the
RBC calculation, the Company's capital was well in excess of its required
capital at year-end 1999.
LIQUIDITY
The Company's liquidity requirements are generally met by funds from
operations. The Company's main uses of funds are to pay out death benefits and
other maturing insurance and annuity contract obligations; to make pay-outs on
contract terminations; to purchase new investments; to fund new business
ventures; and to pay normal operating expenditures and taxes. The Company's main
sources of funds are premiums and deposits on insurance and annuity products;
proceeds from the sale of investments; income from investments; and repayments
of investment principal.
In managing its general account and fixed separate account assets in
relation to its liabilities, the Company has segmented these assets by product
or by groups of products. The Company manages each segment's assets based on an
investment policy that it has established for that segment. Among other matters,
this investment policy considers liquidity requirements and provides cash flow
estimates. The Company reviews these policies quarterly.
The Company's liquidity targets are intended to enable it to meet its
day-to-day cash requirements. On a quarterly basis, the Company compares its
total "liquifiable" assets to its total demand liabilities. Liquifiable assets
comprise cash and assets that could quickly be converted to cash should the need
arise. These assets include short-term investments and other current assets and
investment-grade bonds. The Company's policy is to maintain a liquidity ratio in
excess of 100%, and it did so throughout 1999. Based on its ongoing liquidity
analyses, the Company believes that its available liquidity is more than
sufficient to meet its liquidity needs.
OTHER MATTERS
DEMUTUALIZATION
On January 27, 1998, Sun Life (Canada) announced that its Board of
Directors had requested that management develop a plan to demutualize.
Demutualization would involve converting from a mutual structure, with ownership
by policyholders, to a shareholder-owned company. It would provide that the
ownership interest currently held by policyholders be distributed to them in the
form of shares, without affecting their interests as policyholders. In
June 1999, the Sun Life (Canada)'s Board of
40
<PAGE>
Directors approved the demutualization timetable recommended by management, and
on September 28, 1999, Sun Life (Canada)'s Board of Directors approved the
demutualization plan. On December 6, 1999, Sun Life (Canada) received approval
for its demutualization plan from the Michigan Commissioner of Insurance. At a
Special Meeting on December 15, 1999, eligible policyholders of Sun Life
(Canada) voted in favor of the Company's plans to demutualize. Sun Life (Canada)
completed its demutualization on March 22, 2000 and its Initial Public Offering
("IPO") on March 29, 2000. The demutualization of Sun Life (Canada) is not
expected to have any significant impact on the Company.
SALE OF SUBSIDIARIES
On February 5, 1999, the Company sold Massachusetts Casualty Insurance
Company ("MCIC"), a disability insurance company, to an unaffiliated party. The
net proceeds of this sale were $34.0 million and the Company realized a post tax
gain of $4.9 million.
On October 29, 1999, the Company completed the sale of its wholly-owned
subsidiary, New London Trust F.S.B. ("NLT"), for approximately $30.3 million to
an unaffiliated party. The Company realized a post-tax gain of $13.2 million
from this sale. This transaction is not expected to have a significant effect on
the ongoing operations of the Company.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This discussion covers market risks associated with investment portfolios
that support the Company's general account liabilities. This discussion does not
cover market risks associated with those investment portfolios that support
separate account products. For these products, the policyholder, rather than the
Company, assumes these market risks.
GENERAL
The assets of the general account are available to support general account
liabilities. For purposes of managing these assets in relation to these
liabilities, the Company notionally segments these assets by product or by
groups of products. The Company manages each segment's assets based on an
investment policy that it has established for that segment. The policy covers
the segment's liability characteristics and liquidity requirements, provides
cash flow estimates, and sets targets for asset mix, duration, and quality. Each
quarter, investment and business unit managers review these policies to ensure
that the policies remain appropriate, taking into account each segment's
liability characteristics.
TYPES OF MARKET RISKS
The Company's stringent underwriting standards and practices have resulted
in high-quality portfolios and have the effect of limiting credit risk. It is
the Company's policy, for example, not to purchase below-investment-grade
securities. Also, as a matter of investment policy, the Company assumes no
foreign currency or commodity risk; nor does it assume equity price risk except
to the extent that it holds real estate in its portfolios. (At year-end 1999,
investment real estate holdings represented less than 4% of its total general
account portfolio.) The management of interest rate risk exposure is discussed
below.
INTEREST RATE RISK MANAGEMENT
The Company's fixed interest rate liabilities are primarily supported by
well-diversified portfolios of fixed interest investments. They are also
supported by holdings of real estate and floating rate notes. All of these fixed
interest investments are held for other than trading purposes and can include
publicly issued and privately placed bonds and commercial mortgage loans. Public
bonds can include Treasury bonds, corporate bonds, and money market instruments.
The Company's fixed income portfolios also hold securitized assets, including
mortgage-backed securities ("MBS") and asset-backed securities. These securities
are subject to the same standards applied to other portfolio investments,
including relative value criteria and diversification guidelines. In portfolios
backing interest-sensitive liabilities, the Company's policy is to limit MBS
holdings to less than 10% of total portfolio assets. In all portfolios, the
Company restricts MBS investments to pass-through securities issued by U.S.
government agencies
41
<PAGE>
and to collateralized mortgage obligations, which are expected to exhibit
relatively low volatility. The Company does not engage in lever-aged
transactions and it does not invest in the more speculative forms of these
instruments such as the interest-only, principal-only, inverse floater, or
residual tranches.
Changes in the level of domestic interest rates affect the market value of
fixed interest assets and liabilities. Segments whose liabilities mainly arise
from the sale of products containing interest rate guarantees for certain terms
are sensitive to changes in interest rates. In these segments, the Company uses
"immunization" strategies, which are specifically designed to minimize the loss
from wide fluctuations in interest rates. The Company supports these strategies
using analytical and modeling software acquired from outside vendors.
Significant features of the Company's immunization models include:
- an economic or market value basis for both assets and liabilities;
- an option pricing methodology;
- the use of effective duration and convexity to measure interest rate
sensitivity;
- the use of key rate durations to estimate interest rate exposure at
different parts of the yield curve and to estimate the exposure to
non-parallel shifts in the yield curve.
The Company's Interest Rate Risk Committee meets monthly. After reviewing
duration analyses, market conditions and forecasts, the Committee develops
specific asset management strategies for the interest-sensitive portfolios.
These strategies may involve managing to achieve small intentional mismatches,
either in terms of total effective duration or for certain key rate durations,
between the liabilities and related assets of particular segments. The Company
manages these mismatches to a tolerance range of plus or minus 0.5.
Asset strategies may include the use of Treasury futures or interest rate
swaps to adjust the duration profiles for particular portfolios. All derivative
transactions are conducted under written operating guidelines and are marked to
market. Total positions and exposures are reported to the Board of Directors on
a monthly basis. The counterparties to hedging transactions are major highly
rated financial institutions, with respect to which the risk of the Company's
incurring losses related to credit exposures is considered remote.
Liabilities categorized as financial instruments and held in the Company's
general account at December 31, 1999 had a fair value of $1,024.6 million. Fixed
income investments supporting those liabilities had a fair value of $2,072.1
million at that date. The Company performed a sensitivity analysis on these
interest-sensitive liabilities and assets at December 31, 1999. The analysis
showed that if there were an immediate increase of 100 basis points in interest
rates, the fair value of the liabilities would show a net decrease of $30.6
million and the corresponding assets would show a net decrease of $80.5 million.
By comparison, liabilities categorized as financial instruments and held
in the Company's general account at December 31, 1998 had a fair value of
$1,538.3 million. Fixed income investments supporting those liabilities had a
fair value of $2,710.1 million at that date. The Company performed a sensitivity
analysis on these interest-sensitive liabilities and assets at December 31,
1998. The analysis showed that if there were an immediate increase of 100 basis
points in interest rates, the fair value of the liabilities would show a net
decrease of $46.3 million and the corresponding assets would show a net decrease
of $113.2 million.
The Company produced these estimates using computer models. Since these
models reflect assumptions about the future, they contain an element of
uncertainty. For example, the models contain assumptions about future
policyholder behavior and asset cash flows. Actual policyholder behavior and
asset cash flows could differ from what the models show. As a result, the
models' estimates of duration and market values may not reflect what actually
will occur. The models are further limited by the fact that they do not provide
for the possibility that management action could be taken to mitigate adverse
results. The Company believes that this limitation is one of conservatism; that
is, it will tend to cause
42
<PAGE>
the models to produce estimates that are generally worse than one might actually
expect, all other things being equal.
Based on its processes for analyzing and managing interest rate risk, the
Company believes its exposure to interest rate changes will not materially
affect its near-term financial position, results of operations, or cash flows.
REINSURANCE
The Company has agreements with Sun Life (Canada) which provide that Sun
Life (Canada) will reinsure the mortality risks of the individual life insurance
contracts sold by the Company. Under these agreements, basic death benefits and
supplementary benefits are reinsured on a yearly renewable term basis and
coinsurance basis, respectively. Reinsurance transactions under these agreements
in 1999 had the effect of decreasing net income from operations by approximately
$1,527,000.
Effective January 1, 1991, the Company entered into an agreement with Sun
Life (Canada) under which certain individual life insurance contracts issued by
Sun Life (Canada) were reinsured by the Company on a 90% coinsurance basis. Also
effective January 1, 1991 the Company entered into an agreement with Sun Life
(Canada) which provides that Sun Life (Canada) will reinsure the mortality risks
in excess of $500,000 per policy for the individual life insurance contracts
assumed by the Company in the reinsurance agreement described above. Such death
benefits are reinsured on a yearly renewable term basis. The life reinsurance
assumed agreement requires the reinsurer to withhold funds in amounts equal to
the reserves assumed. These agreements had the effect of increasing income from
operations by approximately $24,579,000 for the year ended December 31, 1998.
The Company terminated these agreements effective October 1, 1998, resulting in
an increase in income from operations in 1998 of $65,679,000 which included a
cash settlement.
The Company has also executed reinsurance agreements with unrelated
companies which provide reinsurance of certain individual life insurance
contracts on a modified coinsurance basis under which all deficiency reserves
are ceded. Reinsurance transactions under this agreement had the effect of
increasing income from operations by $193,000 in 1999.
During 1999, the Company entered into an agreement with an unrelated
company which provides reinsurance on certain fixed group annuity contracts. The
net effect of this agreement was to increase income from operations by
approximately $3,400,000. Also during 1999, the Company entered into three
agreements with two unrelated companies for the purpose of obtaining stop-loss
coverage of guaranteed minimum death benefit exposure with respect to the
Company's variable annuity business. The net effect of these agreements was to
increase income from operations by approximately $157,000.
RESERVES
In accordance with the life insurance laws and regulations under which the
Company operates, it is obligated to carry on its books, as liabilities,
actuarially determined reserves to meet its obligations on its outstanding
contracts. Reserves are based on mortality tables in general use in the United
States and are computed to equal amounts that, with additions from premiums to
be received, and with interest on such reserves compounded annually at certain
assumed rates, will be sufficient to meet the Company's policy obligations at
their maturities or in the event of an insured's death. In the accompanying
Financial Statements, these reserves are determined in accordance with statutory
regulations.
INVESTMENTS
Of the Company's total assets of $19.9 billion at December 31, 1999, 88.1%
($17.6 billion) consisted of unitized and non-unitized separate account assets,
6.1% ($1.2 billion) was invested in bonds and similar securities, 2.7%
($528.9 million) was invested in mortgages, 0.4% ($75.3 million) was invested in
subsidiaries, 0.4% ($94.8 million) was invested in real estate, and the
remaining 2.3% ($456.1 million) was invested in cash and other assets.
43
<PAGE>
COMPETITION
The Company is engaged in a business that is highly competitive because of
the large number of stock and mutual life insurance companies and other entities
marketing insurance products. According to a 1999 statistical study published by
A.M. Best, the Company ranked 36th among North American life insurance companies
based upon total assets as of December 31, 1998.
EMPLOYEES
The Company and Sun Life (Canada) have entered into a service agreement
which provides that the latter will furnish the Company, as required, with
personnel as well as certain services and facilities on a cost reimbursement
basis. As of March 31, 2000, the Company had direct employees who are
employed at its Principal Executive Office in Wellesley Hills, Massachusetts and
at its Retirement Products and Services Division in Boston, Massachusetts.
PROPERTIES
The Company occupies office space owned by it and leased to Sun Life
(Canada), and certain unrelated parties for lease terms not exceeding 5 years.
The Company also occupies office space which it leases from unaffiliated parties
for various lease terms.
STATE REGULATION
The Company is subject to the laws of the State of Delaware governing life
insurance companies and to regulation by the Commissioner of Insurance of
Delaware. An annual statement is filed with the Commissioner of Insurance on or
before March lst in each year relating to the operations of the Company for the
preceding year and its financial condition on December 31st of such year. Its
books and records are subject to review or examination by the Commissioner or
his agents at any time and a full examination of its operations is conducted at
periodic intervals.
The Company is also subject to the insurance laws and regulations of the
other states and jurisdictions in which it is licensed to operate. The laws of
the various jurisdictions establish supervisory agencies with broad
administrative powers with respect to licensing to transact business, overseeing
trade practices, licensing agents, approving policy forms, establishing reserve
requirements, fixing maximum interest rates on life insurance policy loans and
minimum rates for accumulation of surrender values, prescribing the form and
content of required financial statements and regulating the type and amounts of
investments permitted. Each insurance company is required to file detailed
annual reports with supervisory agencies in each of the fire jurisdictions in
which it does business and its operations and accounts are subject to
examination by such agencies at regular intervals.
In addition, many states regulate affiliated groups of insurers, such as
the Company, Sun Life (Canada) and its affiliates, under insurance holding
company legislation. Under such laws, inter-company transfers of assets and
dividend payments from insurance subsidiaries may be subject to prior notice or
approval, depending on the size of such transfers and payments in relation to
the financial positions of the companies involved. Under insurance guaranty fund
laws in most states, insurers doing business therein can be assessed (up to
prescribed limits) for policyholder losses incurred by insolvent companies. The
amount of any future assessments of the Company under these laws cannot be
reasonably estimated. However, most of these laws do provide that an assessment
may be excused or deferred if it would threaten an insurer's own financial
strength and many permit the deduction of all or a portion of any such
assessment from any future premium or similar taxes payable.
Although the federal government generally does not directly regulate the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Current and proposed federal measures which may
significantly affect the insurance business include employee benefit regulation,
removal of barriers preventing banks from engaging in the insurance business,
tax law changes affecting the taxation of insurance companies, the tax treatment
of insurance products and its impact on the relative desirability of various
personal investment vehicles.
44
<PAGE>
LEGAL PROCEEDINGS
There are no pending legal proceedings affecting the Variable Account. We
and our subsidiaries are engaged in various kinds of routine litigation which,
in management's judgment, is not of material importance to our respective total
assets or material with respect to the Variable Account.
ACCOUNTANTS
The financial statements of the Variable Account for the year ended
December 31, 1999 included in the Statement of Additional Information and the
statutory financial statements of the Company for the years ended December 31,
1999, 1998 and 1997 included in this Prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports appearing herein,
and are included in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
FINANCIAL STATEMENTS
The financial statements of the Company which are included in this
Prospectus should be considered only as bearing on the ability of the Company to
meet its obligations with respect to amounts allocated to the Fixed Account and
with respect to the death benefit and the Company's assumption of the mortality
and expense risks. They should not be considered as bearing on the investment
performance of the Fund shares held in the Sub-Accounts of the Variable Account.
The financial statements of the Variable Account for the year ended
December 31, 1999 are included in the Statement of Additional Information.
45
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND
CAPITAL STOCK AND SURPLUS
DECEMBER 31, 1999 AND 1998 (IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
ADMITTED ASSETS
Bonds $ 1,221,970 $ 1,763,468
Common stocks 75,283 128,445
Mortgage loans on real estate 528,911 535,003
Properties acquired in satisfaction of debt 15,641 17,207
Investment real estate 79,182 78,021
Policy loans 40,095 41,944
Cash and short-term investments 316,971 265,226
Other invested assets 67,938 64,177
Investment income due and accrued 25,303 35,706
Federal income tax recoverable and interest thereon -- 1,110
Other assets 5,807 1,928
----------- -----------
General account assets 2,377,101 2,932,235
Separate account assets
Unitized 15,490,328 11,774,745
Non-unitized 2,080,726 2,195,641
----------- -----------
Total admitted assets $19,948,155 $16,902,621
=========== ===========
LIABILITIES
Aggregate reserve for life policies and contracts $ 1,153,642 $ 1,216,107
Supplementary contracts 3,182 1,885
Policy and contract claims 962 369
Liability for premium and other deposit funds 564,820 1,000,875
Surrender values on cancelled policies 16 5
Interest maintenance reserve 41,771 40,490
Commissions to agents due or accrued 3,253 2,615
General expenses due or accrued 14,055 5,932
Transfers from Separate Accounts due or accrued (467,619) (361,863)
Taxes, licenses and fees due or accrued, excluding FIT 379 401
Federal income taxes due or accrued 89,031 25,019
Unearned investment income 22 23
Amounts withheld or retained by company as agent or
trustee (442) 529
Remittances and items not allocated 1,078 5,176
Asset valuation reserve 44,071 44,392
Payable to parent, subsidiaries, and affiliates 26,284 30,381
Payable for securities -- 428
Other liabilities 16,674 9,770
----------- -----------
General account liabilities 1,491,179 2,022,534
Separate account liabilities:
Unitized 15,489,908 11,774,522
Non-unitized 2,080,726 2,195,641
----------- -----------
Total liabilities 19,061,813 15,992,697
----------- -----------
CAPITAL STOCK AND SURPLUS
Common capital stock 5,900 5,900
----------- -----------
Surplus notes 565,000 565,000
Gross paid in and contributed surplus 199,355 199,355
Unassigned funds 116,087 139,669
----------- -----------
Surplus 880,442 904,024
----------- -----------
Total common capital stock and surplus 886,342 909,924
----------- -----------
Total liabilities, capital stock and surplus $19,948,155 $16,902,621
=========== ===========
</TABLE>
SEE NOTES TO STATUTORY FINANCIAL STATEMENTS.
46
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
STATUTORY STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
INCOME:
Premiums and annuity considerations $ 69,492 $ 210,198 $ 254,066
Deposit-type funds 2,598,265 2,140,604 2,155,297
Considerations for supplementary contracts without
life contingencies and dividend accumulations 3,461 2,086 1,615
Net investment income 167,035 184,532 270,249
Amortization of interest maintenance reserve 3,702 2,282 1,166
Income from fees associated with investment
management and administration and contract
guarantees from Separate Account 173,417 141,211 109,757
Net gain from operations from Separate Account 61 -- 5
Other income 24,554 87,364 102,889
---------- ---------- ----------
Total Income 3,039,987 2,768,277 2,895,044
---------- ---------- ----------
BENEFITS AND EXPENSES:
Death benefits 4,386 15,335 17,284
Annuity benefits 155,387 153,636 148,135
Disability benefits and benefits under accident and
health policies -- 104 132
Surrender benefits and other fund withdrawals 2,313,179 1,933,833 1,854,004
Interest on policy or contract funds 237 (140) 699
Payments on supplementary contracts without life
contingencies and dividend accumulations 2,345 2,528 1,687
Increase (decrease) in aggregate reserves for life
and accident and health policies and contracts (62,465) (972,135) 127,278
Decrease in liability for premium and other deposit
funds (436,055) (449,831) (447,603)
Increase (decrease) in reserve for supplementary
contracts without life contingencies and for
dividend and coupon accumulations 1,296 (362) 42
---------- ---------- ----------
Total Benefits 1,978,310 682,968 1,701,658
---------- ---------- ----------
Commissions on premiums and annuity considerations
(direct business only) 155,381 137,718 132,700
Commissions and expense allowances on reinsurance
assumed -- 13,032 17,951
General insurance expenses 75,046 58,132 46,624
Insurance taxes, licenses and fees, excluding federal
income taxes 8,710 7,388 8,267
Increase (decrease) in loading on and cost of
collection in excess of loading on deferred and
uncollected premiums -- (1,663) 523
Net transfers to Separate Accounts 727,811 722,851 844,130
Reserve and fund adjustments on reinsurance
terminated -- 1,017,112 --
---------- ---------- ----------
Total Benefits and Expenses $2,945,258 $2,637,538 $2,751,853
---------- ---------- ----------
</TABLE>
SEE NOTES TO STATUTORY FINANCIAL STATEMENTS.
47
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
STATUTORY STATEMENTS OF OPERATIONS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Net gain from operations before dividends to
policyholders and federal income tax expense 94,729 130,739 143,191
Dividends to policyholders -- (5,981) 33,316
------- -------- --------
Net gain from operations after dividends to
policyholders and before federal income tax
expense 94,729 136,720 109,875
Federal income tax expense, (excluding tax on
capital gains) 24,479 11,713 7,339
------- -------- --------
Net gain from operations after dividends to
policyholders and federal income taxes and
before realized capital gains 70,250 125,007 102,536
Net realized capital gains less capital gains
tax and transferred to the Interest
Maintenance Reserve 20,108 394 26,706
------- -------- --------
NET INCOME $90,358 $125,401 $129,242
======= ======== ========
</TABLE>
SEE NOTES TO STATUTORY FINANCIAL STATEMENTS.
48
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
STATUTORY STATEMENTS OF CHANGES IN CAPITAL STOCK AND SURPLUS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- --------
<S> <C> <C> <C>
Capital and Surplus, Beginning of Year $909,924 $832,695 $567,143
-------- -------- --------
Net Income 90,358 125,401 129,242
Change in net unrealized capital gains (losses) (36,111) (384) 1,152
Change in non-admitted assets and related items 1,715 (1,086) (463)
Change in reserve due to change in valuation basis -- 39,016
Change in asset valuation reserve 320 3,213 6,307
Surplus (contributed to) withdrawn from Separate
Accounts during period 136 82 --
Other changes in surplus in Separate Accounts
Statements -- 10 --
Change in surplus notes -- -- 250,000
Dividends to stockholders (80,000) (50,000) (159,722)
Aggregate write-ins for gains and (losses) in surplus -- (7) 20
-------- -------- --------
Net change in capital and surplus for the year (23,582) 77,229 265,552
-------- -------- --------
Capital and Surplus, End of Year $886,342 $909,924 $832,695
======== ======== ========
</TABLE>
SEE NOTES TO STATUTORY FINANCIAL STATEMENTS.
49
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
STATUTORY STATEMENTS OF CASH FLOW
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Cash Provided by Operations:
Premiums, annuity considerations and deposit
funds received $ 2,667,756 $ 2,361,669 $ 2,410,919
Considerations for supplementary contracts and
dividend accumulations received 3,461 2,086 1,615
Net investment income received 225,038 236,944 345,279
Fees associated with investment management,
administration, and contract guarentees from
Separate Accounts 173,417 141,211 --
Other income received 24,555 111,936 208,223
----------- ----------- -----------
Total receipts 3,094,227 2,853,846 2,966,036
----------- ----------- -----------
Benefits paid (other than dividends) 2,474,693 2,107,736 2,020,747
Insurance expenses and taxes paid (other than
federal income and capital gains taxes) 230,744 217,023 203,650
Net cash transferred to Separate Accounts 833,567 800,636 895,465
Dividends paid to policyholders -- 26,519 28,316
Federal income tax payments
(recoveries),(excluding tax on capital
gains) (40,644) 46,965 1,397
Other--net 237 (138) 698
----------- ----------- -----------
Total payments 3,498,597 3,198,741 3,150,273
----------- ----------- -----------
Net cash used in operations (404,370) (344,895) (184,237)
----------- ----------- -----------
Proceeds from long-term investments sold,
matured or repaid (after deducting taxes on
capital gains (losses) of $(1,768) for 1999,
$2,038 for 1998, and $750 for 1997) 1,065,307 1,261,396 1,343,803
Issuance of surplus notes -- -- 250,000
Other cash provided (used) 13,797 (40,529) 71,095
----------- ----------- -----------
Total cash provided 1,079,104 1,220,867 1,664,898
----------- ----------- -----------
Cash Applied:
Cost of long-term investments acquired (484,417) (967,901) (773,783)
Other cash applied (138,572) (187,263) (310,519)
----------- ----------- -----------
Total cash applied (622,989) (1,155,164) (1,084,302)
Net change in cash and short-term investments 51,745 (279,192) 396,359
Cash and short-term investments:
Beginning of year 265,226 544,418 148,059
----------- ----------- -----------
End of year $ 316,971 $ 265,226 $ 544,418
=========== =========== ===========
</TABLE>
SEE NOTES TO STATUTORY FINANCIAL STATEMENTS.
50
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL
Sun Life Assurance Company of Canada (U.S.) (the "Company") is incorporated as a
life insurance company and is currently engaged in the sale of individual
variable life insurance, individual fixed and variable annuities, group fixed
and variable annuities, and group pension contracts.
Effective May 1, 1997, the Company became a wholly-owned subsidiary of the newly
established Sun Life of Canada (U.S.) Holdings, Inc. ("Life Holdco"). On
December 18, 1997, Life Holdco became a wholly-owned subsidiary of Sun Life
Assurance Company of Canada - U.S. Operations Holdings, Inc. ("US Holdco"). US
Holdco is a wholly-owned subsidiary of Sun Life Assurance Company of Canada
("SLOC"), a mutual insurance company.
The Company, which is domiciled in the State of Delaware, prepares its financial
statements in accordance with statutory accounting practices prescribed or
permitted by the State of Delaware Insurance Department. Prescribed accounting
practices include practices described in a variety of publications of the
National Association of Insurance Commissioners ("NAIC"), as well as state laws,
regulations and general administrative rules. Permitted accounting practices
encompass all accounting practices not so prescribed. The permitted accounting
practices adopted by the Company are not material to the financial statements.
Prior to 1996, statutory accounting practices were recognized by the insurance
industry and the accounting profession as generally accepted accounting
principles for mutual life insurance companies and stock life insurance
companies wholly-owned by mutual life insurance companies. In April 1993, the
Financial Accounting Standards Board ("FASB") issued an interpretation (the
"Interpretation"), that became effective in 1996, which changed the previous
practice of mutual life insurance companies (and stock life insurance companies
that are wholly-owned subsidiaries of mutual life insurance companies) with
respect to utilizing statutory basis financial statements for general purposes,
in that it will no longer allow such financial statements to be described as
having been prepared in conformity with generally accepted accounting principles
("GAAP"). Consequently, these financial statements prepared in conformity with
statutory accounting practices, as described above, vary from and are not
intended to present the Company's financial position, results of operations or
cash flow in conformity with generally accepted accounting principles. (See Note
19 for further discussion relative to the Company's basis of financial statement
presentation.) The effects on the financial statements of the variances between
the statutory basis of accounting and GAAP, although not reasonably
determinable, are presumed to be material.
INVESTED ASSETS
Bonds are carried at cost, adjusted for amortization of premium or accrual of
discount. Investments in mortgage backed securities are generally carried at
amortized cost. Changes in prepayment assumptions and resulting cash flows are
confirmed retrospectively. The adjusted yield is used to calculate investment
income in future periods. If current book value exceeds future undiscounted cash
flows, a realized capital loss is recorded and amortized through the Interest
Maintenance Reserve (IMR). Investments in non-insurance subsidiaries are carried
on the equity basis. Investments in insurance subsidiaries are carried at their
statutory surplus values. Mortgage loans acquired at a premium or discount are
carried at amortized values and other mortgage loans are carried at the amounts
of the unpaid balances. Real estate investments are carried at the lower of
cost, adjusted for accumulated depreciation or appraised value, less
encumbrances. Short-term investments are carried at amortized cost, which
approximates fair value. Depreciation of buildings and improvements is
calculated using the straight-line method over the estimated useful life of the
property, generally 40 to 50 years.
51
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
POLICY AND CONTRACT RESERVES
The reserves for life insurance and annuity contracts are computed in accordance
with presently accepted actuarial standards, and are based on actuarial
assumptions and methods (including use of published mortality tables and
prescribed interest rates) which produce reserves at least as great as those
required by law and contract provisions.
INCOME AND EXPENSES
For life and annuity contracts, premiums are recognized as revenues over the
premium paying period, whereas commissions and other costs applicable to the
acquisition of new business are charged to operations as incurred.
SEPARATE ACCOUNTS
The Company has established unitized separate accounts applicable to various
classes of contracts providing for variable benefits. Contracts for which funds
are invested in separate accounts include variable life insurance and individual
and group qualified and non-qualified variable annuity contracts.
The Company has also established a non-unitized separate account for amounts
allocated to the fixed portion of certain combination fixed/variable deferred
annuity contracts. The assets of this account are available to fund general
account liabilities, and general account assets are available to fund
liabilities of this account.
Assets and liabilities of the separate accounts, representing net deposits and
accumulated net investment earnings less fees, held primarily for the benefit of
contract holders, are shown as separate captions in the financial statements.
Assets held in the separate accounts are carried at market value as determined
by quoted market prices of the underlying investments.
Gains (losses) from mortality experience and investment experience of the
separate accounts, not applicable to contract owners, and accrued expense
allowances recognized in reserves are receivable from or payable to the general
account. Accumulated amounts that have not been transferred are recorded as a
payable (receivable) to (from) the general account. Amounts payable to the
general account of the Company were $467,619,000 in 1999 and $361,863,000 in
1998.
CHANGES IN ACCOUNTING PRINCIPLES AND REPORTING
As described more fully in Note 10, during 1997 the Company changed certain
assumptions used in determining actuarial reserves.
In March 1998, the National Association of Insurance Commissioners adopted the
Codification of Statutory Accounting Principles ("Codification"). The
Codification, which is intended to standardize regulatory accounting and
reporting for the insurance industry, is proposed to be effective January 1,
2001. However, statutory accounting principles will continue to be established
by individual state laws and permitted practices and it is uncertain when, or
if, the state of Delaware will require adoption of Codification for the
preparation of statutory financial statements. The Company has not finalized the
quantification of the effects of Codification on its statutory financial
statements.
OTHER
Preparation of the financial statements requires management to make estimates
and assumptions that affect reported amounts of assets, liabilities, revenues
and expenses. Actual results could differ from those estimates.
Certain prior year amounts have been reclassified to conform to amounts as
presented in the current year.
52
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
2. INVESTMENTS IN SUBSIDIARIES
The Company owns all of the outstanding shares of the following subsidiaries:
Sun Life Insurance and Annuity Company of New York ("Sun Life (N.Y.)") is
engaged in the sale of individual fixed and variable annuity contracts and group
life and group long term disability insurance contracts in the State of New
York;
Sun Life of Canada (U.S.) Distributors, Inc. (formerly Sun Investment Services
Company) ("Sundisco"), is a registered broker-dealer;
Sun Life Financial Services Limited ("SLFSL"), serves as the marketing
administrator for the distribution of the offshore products of SLOC (Bermuda
branch), an affiliate;
Sun Benefit Services Company, Inc. ("Sunbesco") receives renewal commissions on
a disability product and is currently inactive;
Sun Capital Advisers, Inc. ("Sun Capital") is a registered investment adviser;
Sun Life Finance Corporation ("Sunfinco") is a finance company and currently
inactive;
Sun Life of Canada (U.S.) SPE 97-1, Inc. ("SPE 97-1") is a special purpose
corporation engaging in activities incidental to securitizing mortgage loans;
Clarendon Insurance Agency, Inc. ("Clarendon") is a registered broker-dealer
that acts as the general distributor of certain annuity and life insurance
contracts issued by the Company and its affiliates;
Sun Life Information Services Ireland Limited ("SLISL") is an offshore
technology services center for affiliates.
On October 29,1999, the Company sold New London Trust F.S.B. ("NLT") to an
unaffiliated party for $30,254,000. The Company realized a post tax gain of
$13,170,000.
On February 5, 1999, the Company sold Massachusetts Casualty Insurance Company
("MCIC"), a disability insurance company, to an unaffiliated party. The net
proceeds of this sale were $33,965,000. The Company realized a post tax gain of
$4,900,000.
The impact of the sales of NLT and MCIC on continuing operations of the Company
is not expected to be material.
Prior to December 24, 1997, the Company owned 93.6% of the outstanding shares of
Massachusetts Financial Services Company ("MFS"), a registered investment
adviser. On December 24, 1997, the Company transferred all of its shares of MFS
to Life Holdco in the form of a dividend valued at $159,722,000. As a result of
this transaction, the Company realized a gain of $21,195,000 of undistributed
earnings.
53
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
2. INVESTMENTS IN SUBSIDIARIES (CONTINUED)
During 1999, 1998, and 1997, the Company contributed capital in the following
amounts to its subsidiaries:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------
1999 1998 1997
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
MCIC $ -- $ -- $ 2,000
SLFSL 1,000 750 1,000
SPE 97-1 -- -- 20,377
Sundisco 19,000 10,000 --
Sun Capital -- 500 --
Clarendon -- 10 --
SLISL -- 502 --
</TABLE>
During 1999, 1998, and 1997, the Company received dividends from the following
subsidiaries:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------
1999 1998 1997
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
SUN Life (N.Y.) $ 6,500 $ 3,000 $ --
NLT 19,319 -- 7,500
MFS -- -- 33,110
SPE 97-1 -- 675 --
SUNDISCO -- -- 571
</TABLE>
Summarized combined financial information of the Company's subsidiaries as of
December 31, 1999, 1998 and 1997 and for the years then ended, follows:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------
1999 1998 1997
----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Assets $ 877,939 $ 1,315,317 $ 1,190,951
Liabilities (802,656) (1,186,872) (1,073,966)
----------- ----------- -----------
Total net assets $ 75,283 $ 128,445 $ 116,985
=========== =========== ===========
Total revenues $ 82,443 $ 222,853 $ 750,364
Operating expenses (90,318) (221,933) (646,896)
Income tax expense 3,249 (1,222) (43,987)
----------- ----------- -----------
Net income (loss) $ (4,626) $ (302) $ 59,481
=========== =========== ===========
</TABLE>
54
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
3. BONDS
Investments in debt securities are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1999
-------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS (LOSSES) VALUE
---- ----- -------- -----
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Long-term bonds:
United States government and government
agencies and authorities $ 78,161 $ 2,091 $ (2,454) $ 77,798
States, provinces and political subdivisions 20,428 69 (57) 20,440
Public utilities 181,466 6,854 (5,907) 182,413
Transportation 188,285 7,689 (2,709) 193,265
Finance 88,517 4,631 (518) 92,630
All other corporate bonds 665,113 18,353 (17,152) 666,314
---------- -------- -------- ----------
Total long-term bonds 1,221,970 39,687 (28,797) 1,232,860
---------- -------- -------- ----------
Short-term bonds:
U.S. Treasury Bills, bankers acceptances and
commercial paper 312,585 -- -- 312,585
---------- -------- -------- ----------
Total short-term bonds 312,585 -- -- 312,585
---------- -------- -------- ----------
Total bonds $1,534,555 $ 39,687 $(28,797) $1,545,445
========== ======== ======== ==========
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1998
-------------------------------------------------
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS (LOSSES) VALUE
---- ----- -------- -----
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Long-term bonds:
United States government and government
agencies and authorities $ 140,417 $ 7,635 $ (177) $ 147,875
States, provinces and political subdivisions 16,632 2,219 -- 18,851
Public utilities 397,670 38,740 (238) 436,172
Transportation 197,207 22,481 (18) 219,670
Finance 144,958 12,542 (494) 157,006
All other corporate bonds 866,584 50,814 (6,419) 910,979
---------- -------- ------- ----------
Total long-term bonds 1,763,468 134,431 (7,346) 1,890,553
---------- -------- ------- ----------
Short-term bonds:
U.S. Treasury Bills, bankers acceptances and
commercial paper 43,400 -- -- 43,400
Affiliates 220,000 -- -- 220,000
---------- -------- ------- ----------
Total short-term bonds 263,400 -- -- 263,400
---------- -------- ------- ----------
Total bonds $2,026,868 $134,431 $(7,346) $2,153,953
========== ======== ======= ==========
</TABLE>
55
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
3. BONDS (CONTINUED)
The amortized cost and estimated fair value of bonds at December 31, 1999 are
shown below by contractual maturity. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call and/or prepayment penalties.
<TABLE>
<CAPTION>
DECEMBER 31, 1999
-----------------------
AMORTIZED ESTIMATED
COST FAIR VALUE
---- ----------
(IN THOUSANDS)
<S> <C> <C>
Maturities:
Due in one year or less $ 376,761 $ 376,823
Due after one year through five years 184,077 182,788
Due after five years through ten years 259,042 263,321
Due after ten years 542,678 543,301
---------- ----------
1,362,558 1,366,233
Mortgage-backed securities 171,997 179,212
---------- ----------
Total bonds $1,534,555 $1,545,445
========== ==========
</TABLE>
Proceeds from sales and maturities of investments in debt securities during
1999, 1998, and 1997 were $740,081,000, $1,016,811,000 and $980,264,000, gross
gains were $7,688,000, $17,025,000, and $10,732,000 and gross losses were
$4,477,000, $866,000, and $2,446,000, respectively.
Bonds included above with an amortized cost of approximately $2,604,000,
$2,572,000, and $2,578,000 at December 31, 1999, 1998 and 1997, respectively,
were on deposit with governmental authorities as required by law.
Excluding investments in U.S. government and agencies securities, the Company is
not exposed to significant concentrations of credit risk in its portfolio.
4. SECURITIES LENDING
The Company has a securities lending program operated on its behalf by the
Company's primary custodian, Chase Manhattan Bank of New York. The custodian has
indemnified the Company against losses arising from this program. There were no
securities on loan as of December 31, 1999, 1998 or 1997. Income resulting from
this program was $20,000, $94,000, and $200,000 for the years ended
December 31, 1999, 1998 and 1997, respectively.
5. MORTGAGE LOANS
The Company invests in commercial first mortgage loans throughout the United
States. The Company monitors the condition of the mortgage loans in its
portfolio. In those cases where mortgages have been restructured, appropriate
allowances for losses have been made. In those cases where, in management's
judgment, the mortgage loans' values are impaired, appropriate losses are
recorded.
56
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
5. MORTGAGE LOANS (CONTINUED)
The following table shows the geographical distribution of the mortgage loan
portfolio.
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1999 1998
---- ----
(IN THOUSANDS)
<S> <C> <C>
California $ 72,693 $ 82,397
Massachusetts 38,083 53,528
Michigan 32,941 34,357
New York 22,912 21,190
Ohio 31,914 36,171
Pennsylvania 92,825 93,587
Washington 30,265 36,548
All other 207,278 177,225
-------- --------
$528,911 $535,003
======== ========
</TABLE>
The Company has restructured mortgage loans totaling $15,644,000 and $30,743,000
and corresponding allowances for losses of $1,043,000 and $2,120,000 at December
31, 1999 and 1998, respectively.
On December 22, 1999, the Company acquired 28 mortgages from SLOC at a cost of
$118,091,637. The Company in turn sold a 90% participation in these 28 plus an
additional 11 existing mortgage loans to a third party as part of two mortgage
participation agreements, for which the Company received proceeds of
$146,974,851.
The Company has outstanding mortgage loan commitments on real estate totaling
$2,384,000 and $18,005,000 at December 31, 1999 and 1998, respectively.
6. INVESTMENT GAINS AND LOSSES
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------
1999 1998 1997
---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
Net realized gains (losses):
Bonds $ 70 $ 5,659 $ 2,882
Common stock of affiliates 15,290 -- 21,195
Common stocks -- 48 --
Mortgage loans 787 2,374 3,837
Real estate (481) 955 2,912
Other invested assets -- (3,827) (717)
-------- ------- -------
Subtotal 15,666 5,209 30,109
Capital gains tax expense (benefit) (4,442) 4,815 3,403
-------- ------- -------
Total $ 20,108 $ 394 $26,706
======== ======= =======
Changes in unrealized gains (losses):
Bonds $ (6,689) $ -- $ --
Common stock of affiliates (30,966) (302) (2,894)
Mortgage loans 83 (1,312) 1,524
Real estate 1,461 403 3,377
Other invested assets -- 827 (855)
-------- ------- -------
Total $(36,111) $ (384) $ 1,152
======== ======= =======
</TABLE>
57
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
6. INVESTMENT GAINS AND LOSSES (CONTINUED)
Realized capital gains and losses on bonds and mortgages and interest rate swaps
which relate to changes in levels of interest rates are charged or credited to
an interest maintenance reserve ("IMR") and amortized into income over the
remaining contractual life of the security sold. The net realized capital gains
credited to the interest maintenance reserve were $4,965,000 in 1999, $8,943,000
in 1998, and $6,321,000 in 1997. All gains and losses are transferred net of
applicable income taxes.
7. NET INVESTMENT INCOME
Net investment income consisted of:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------
1999 1998 1997
---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
Interest income from bonds $128,992 $167,436 $188,924
Income from investment in common stock of affiliates 25,819 3,675 41,181
Interest income from mortgage loans 50,327 53,269 76,073
Real estate investment income 15,696 15,932 17,161
Interest income from policy loans 3,118 2,881 3,582
Other investment income (loss) (1,700) (641) (193)
-------- -------- --------
Gross investment income 222,252 242,552 326,728
-------- -------- --------
Interest on surplus notes and notes payable (43,266) (44,903) (42,481)
Investment expenses (11,951) (13,117) (13,998)
-------- -------- --------
Net investment income $167,035 $184,532 $270,249
======== ======== ========
</TABLE>
8. DERIVATIVES
The Company uses derivative instruments for interest rate risk management
purposes, including hedges against specific interest rate risk and to minimize
the Company's exposure to fluctuations in interest rates and foreign currency
exchange rates. The Company's use of derivatives has included U.S. Treasury
futures, conventional interest rate swaps, and currency and interest rate swap
agreements structured as forward spread lock interest rate swaps.
In the case of interest rate futures, gains or losses on contracts that qualify
as hedges are deferred until the earliest of the completion of the hedging
transaction, determination that the transaction will no longer take place, or
determination that the hedge is no longer effective. Upon completion of the
hedge, where it is impractical to allocate gains or losses to specific hedged
assets or liabilities, gains or losses are deferred in IMR and amortized over
the remaining life of the hedged assets. At December 31, 1999 and 1998, there
were no futures contracts outstanding.
In the case of interest rate and foreign currency swap agreements and forward
spread lock interest rate swap agreements, gains or losses on terminated swaps
are deferred in IMR and amortized over the shorter of the remaining life of the
hedged asset or the remaining term of the swap contract. The net differential to
be paid or received on interest rate swaps is recorded monthly as interest rates
change.
58
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
8. DERIVATIVES (CONTINUED)
The Company's open positions are as follows:
<TABLE>
<CAPTION>
SWAPS OUTSTANDING
AT DECEMBER 31, 1999
--------------------------------
NOTIONAL MARKET VALUE
PRINCIPAL AMOUNTS OF POSITIONS
----------------- ------------
(IN THOUSANDS)
<S> <C> <C>
Conventional interest rate swaps $20,000 $249
Foreign currency swap 648 113
</TABLE>
<TABLE>
<CAPTION>
SWAPS OUTSTANDING
AT DECEMBER 31, 1998
--------------------------------
NOTIONAL MARKET VALUE
PRINCIPAL AMOUNTS OF POSITIONS
----------------- ------------
(IN THOUSANDS)
<S> <C> <C>
Conventional interest rate swaps $45,000 $508
Foreign currency swap 1,178 263
</TABLE>
The market value of swaps is the estimated amount that the Company would receive
or pay on termination or sale, taking into account current interest rates and
the current creditworthiness of the counterparties. The Company is exposed to
potential credit loss in the event of nonperformance by counterparties. The
counterparties are major financial institutions and management believes that the
risk of incurring losses related to credit risk is remote.
9. LEVERAGED LEASES
The Company is a lessor in a leveraged lease agreement entered into on
October 21, 1994, under which equipment having an estimated economic life of
25-40 years was leased for a term of 9.75 years. The Company's equity investment
represented 22.9% of the purchase price of the equipment. The balance of the
purchase price was furnished by third-party long-term debt financing,
collateralized by the equipment and non-recourse to the Company. At the end of
the lease term, the Master Lessee may exercise a fixed price purchase option to
purchase the equipment.
The Company's net investment in leveraged leases is composed of the following
elements:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1999 1998
---- ----
(IN THOUSANDS)
<S> <C> <C>
Lease contracts receivable $ 69,766 $ 78,937
Less non-recourse debt (69,749) (78,920)
-------- --------
Net receivable 17 17
Estimated residual value of leased assets 41,150 41,150
Less unearned and deferred income (7,808) (8,932)
-------- --------
Investment in leveraged leases 33,359 32,235
Less fees (113) (138)
-------- --------
Net investment in leveraged leases $ 33,246 $ 32,097
======== ========
</TABLE>
The net investment is included in "Other invested assets" on the balance sheet.
59
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
10. REINSURANCE
The Company has agreements with SLOC which provide that SLOC will reinsure the
mortality risks of the individual life insurance contracts sold by the Company.
Under these agreements basic death benefits and supplementary benefits are
reinsured on a yearly renewable term basis and coinsurance basis, respectively.
Reinsurance transactions under these agreements had the effect of decreasing
income from operations by approximately $1,527,000, $2,128,000 and $1,381,000
for the years ended December 31, 1999, 1998 and 1997, respectively.
Effective January 1, 1991, the Company entered into an agreement with SLOC under
which certain individual life insurance contracts issued by SLOC were reinsured
by the Company on a 90% coinsurance basis. During 1997, SLOC changed certain
assumptions used in determining the gross and the ceded reserve balance. The
Company reflected the effect of the changes in assumptions to its assumed
reserves as a direct credit to surplus. The effect of the change was a
$39,016,000 decrease in reserves. Also, the agreement required SLOC to reinsure
the mortality risks in excess of $500,000 per policy for the individual life
insurance contracts assumed by the Company. Such death benefits are reinsured on
a yearly renewable term basis. The life reinsurance assumed agreement required
the reinsurer to withhold funds in amounts equal to the reserves assumed. These
agreements had the effect of increasing income from operations by approximately
$24,579,000, and $37,050,000 for the years ended December 31, 1998 and 1997,
respectively. The Company terminated this agreement effective October 1, 1998,
resulting in an increase in income from operations of $65,679,000 which included
a cash settlement.
The following are summarized pro-forma results of operations of the Company for
the years ended December 31, 1999, 1998 and 1997 before the effect of
reinsurance transactions with SLOC:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------
1999 1998 1997
---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
Income:
Premiums, annuity deposits and other revenues $2,874,513 $2,377,364 $2,340,733
Net investment income and realized gains 190,845 187,208 298,120
---------- ---------- ----------
Subtotal 3,065,358 2,564,572 2,638,853
---------- ---------- ----------
Benefits and Expenses:
Policyholder benefits 2,709,712 2,312,247 2,350,354
Other expenses 239,282 203,238 187,591
---------- ---------- ----------
Subtotal 2,948,994 2,515,485 2,537,945
---------- ---------- ----------
Income from operations $ 116,364 $ 49,087 $ 100,908
========== ========== ==========
</TABLE>
The Company has an agreement with an unrelated company which provides
reinsurance of certain individual life insurance contracts on a modified
coinsurance basis and under which all deficiency reserves related to these
contracts are reinsured. Reinsurance transactions under this agreement had the
effect of increasing income from operations by $193,000 in 1999, $3,008,000 in
1998, and decreasing income from operations by $2,658,000 in 1997.
During 1999 the Company entered into an agreement with an unrelated company
which provides reinsurance on certain fixed group annuity contracts. The net
effect of this agreement was to increase income from operations by approximately
$3,400,000. Also during 1999, the Company entered into three agreements with two
unrelated companies for the purpose of obtaining stop-loss coverage of
guaranteed minimum death benefit exposure with respect to the Company's variable
annuity business. The net effect of these agreements was to increase income from
operations by approximately $157,000.
60
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
10. REINSURANCE (CONTINUED)
The Company is contingently liable for the portion of the policies reinsured
under each of its existing reinsurance agreements in the event the reinsurance
companies are unable to pay their portion of any reinsured claim. Management
believes that any liability from this contingency is unlikely. However, to limit
the possibility of such losses, the Company evaluates the financial condition of
its reinsurers and monitors concentration of credit risk.
11. WITHDRAWAL CHARACTERISTICS OF ANNUITY ACTUARIAL RESERVES AND DEPOSIT
LIABILITIES
The withdrawal characteristics of general account and separate account annuity
reserves and deposits are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1999
------------------------
AMOUNT % OF TOTAL
------ ----------
(IN THOUSANDS)
<S> <C> <C>
Subject to discretionary withdrawal-with adjustment:
With market value adjustment $ 2,346,853 13
At market value 15,010,696 81
At book value less surrender charges (surrender charge
>5%) 45,722 --
At book value (minimal or no charge or adjustment) 104,539 1
Not subject to discretionary withdrawal provision 1,015,108 5
----------- ---
Total annuity actuarial reserves and deposit liabilities $18,522,918 100
=========== ===
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1998
------------------------
AMOUNT % OF TOTAL
------ ----------
(IN THOUSANDS)
<S> <C> <C>
Subject to discretionary withdrawal-with adjustment:
With market value adjustment $ 2,896,529 19
At market value 11,368,059 73
At book value less surrender charges (surrender charge
>5%) 62,404 --
At book value (minimal or no charge or adjustment) 111,757 1
Not subject to discretionary withdrawal provision 1,055,642 7
----------- ---
Total annuity actuarial reserves and deposit liabilities $15,494,391 100
=========== ===
</TABLE>
12. SEGMENT INFORMATION
The Company offers financial products and services such as fixed and variable
annuities, retirement plan services and life insurance on an individual basis.
Within these areas, the Company conducts business principally in two operating
segments and maintains a corporate segment to provide for the capital needs of
the various operating segments and to engage in other financing related
activities.
The Protection segment markets and administers a variety of life insurance
products sold to individuals and corporate owners of individual life insurance.
The products include whole life, universal life and variable life products.The
Wealth Management segment markets and administers individual and group variable
annuity products, individual and group fixed annuity products which include
market value adjusted annuities, and other retirement benefit products.
61
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
12. SEGMENT INFORMATION (CONTINUED)
The following amounts pertain to the various business segments:
<TABLE>
<CAPTION>
FEDERAL
TOTAL TOTAL PRETAX INCOME TOTAL
REVENUES EXPENDITURES* INCOME TAX ASSETS
---------- ------------- -------- -------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
1999
Protection $ 33,236 $ 41,030 $ (7,794) $ (2,661) $ 136,127
Wealth Management 2,979,450 2,898,158 81,292 18,593 19,015,394
Corporate 27,301 6,070 21,231 8,547 796,634
---------- ---------- -------- -------- -----------
Total $3,039,987 $2,945,258 $ 94,729 $ 24,479 $19,948,155
---------- ---------- -------- -------- -----------
1998
Protection $ 229,710 $ 144,800 $ 84,910 $ (4,148) $ 199,683
Wealth Management 2,527,608 2,483,715 43,893 12,486 16,123,905
Corporate 10,959 3,042 7,917 3,375 579,033
---------- ---------- -------- -------- -----------
Total $2,768,277 $2,631,557 $136,720 $ 11,713 $16,902,621
---------- ---------- -------- -------- -----------
1997
Protection $ 304,141 $ 272,333 $ 31,808 $ 13,825 $ 1,143,697
Wealth Management 2,533,006 2,507,592 25,414 10,667 14,043,221
Corporate 57,897 5,244 52,653 (17,153) 738,439
---------- ---------- -------- -------- -----------
Total $2,895,044 $2,785,169 $109,875 $ 7,339 $15,925,357
---------- ---------- -------- -------- -----------
</TABLE>
- ------------------------
* Total expenditures includes dividends to policyholders of $0 for 1999,
$(5,981) for 1998, and $33,316 for 1997.
13. RETIREMENT PLANS
The Company participates with SLOC in a noncontributory defined benefit pension
plan covering essentially all employees. The benefits are based on years of
service and compensation.
The funding policy for the pension plan is to contribute an amount, which at
least satisfies the minimum amount required by ERISA; currently, the plan is
fully funded. The Company is charged for its share of the pension cost based
upon its covered participants. Pension plan assets consist principally of
separate accounts of SLOC.
The Company's share of the group's accrued pension obligation was $1,914,000,
and $1,178,000 at December 31, 1999 and 1998, respectively. The Company's share
of net periodic pension cost was $736,000, $586,000, and $146,000 for 1999, 1998
and 1997, respectively.
The Company also participates with SLOC and certain affiliates in a 401(k)
savings plan for which substantially all employees are eligible. The Company
matches, up to specified amounts, employees' contributions to the plan. Company
contributions were $284,000, $231,000, and $259,000 for the years ended
December 31, 1999, 1998 and 1997, respectively.
OTHER POST-RETIREMENT BENEFIT PLANS
In addition to pension benefits the Company provides certain health, dental, and
life insurance benefits ("post-retirement benefits") for retired employees and
dependents. Substantially all employees may become eligible for these benefits
if they reach normal retirement age while working for the Company, or retire
early upon satisfying an alternate age plus service condition. Life insurance
benefits are generally set at a fixed amount.
62
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
13. RETIREMENT PLANS (CONTINUED)
The Company records an accrual of the estimated cost of retiree benefit payments
during the years the employee provides services, and amortizes an obligation of
approximately $400,000 over a period of ten years. The Company's cash flows are
not affected by this method, however the net effect decreased income by
$185,000, $95,000, and $117,000, for the years ended December 31, 1999, 1998,
and 1997, respectively. The Company's post-retirement health, dental and life
insurance benefits currently are not funded.
The following table sets forth the change in the pension and other
post-retirement benefit plans' benefit obligations and assets as well as the
plans' funded status reconciled with the amount shown in the Company's financial
statements at December 31:
<TABLE>
<CAPTION>
PENSION BENEFITS OTHER BENEFITS
1999 1998 1999 1998
-------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year $110,792 $ 79,684 $ 10,419 $ 9,845
Service cost 5,632 4,506 413 240
Interest cost 6,952 6,452 845 673
Actuarial loss (gain) (21,480) 21,975 1,048 308
Benefits paid (2,376) (1,825) (508) (647)
-------- -------- -------- --------
Benefit obligation at end of year $ 99,520 $110,792 $ 12,217 $ 10,419
======== ======== ======== ========
The Company's share:
Benefit obligation at beginning of year $ 9,125 $ 5,094 $ 416 $ 385
Benefit obligation at end of year $ 8,816 $ 9,125 $ 743 $ 416
Change in plan assets:
Fair value of plan assets at beginning of year $151,575 $136,610 $ -- $ --
Actual return on plan assets 9,072 16,790 -- --
Employer contribution -- -- 508 647
Benefits paid (2,376) (1,825) (508) (647)
-------- -------- -------- --------
Fair value of plan assets at end of year $158,271 $151,575 $ -- $ --
======== ======== ======== ========
Funded status $ 58,752 $ 40,783 $(12,217) $(10,419)
Unrecognized net actuarial gain (loss) (20,071) (2,113) 1,469 586
Unrecognized transition obligation (asset) (22,617) (24,674) 140 185
Unrecognized prior service cost 7,081 7,661 -- --
-------- -------- -------- --------
Prepaid (accrued) benefit cost $ 23,145 $ 21,657 $(10,608) $ (9,648)
======== ======== ======== ========
The Company's share of accrued benefit cost $ (1,914) $ (1,178) $ (381) $ (195)
Weighted-average assumptions as of December 31:
Discount rate 7.50% 6.75% 7.50% 6.75%
Expected return on plan assets 8.75% 8.00% N/A N/A
Rate of compensation increase 4.50% 4.50% N/A N/A
</TABLE>
63
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
13. RETIREMENT PLANS (CONTINUED)
For measurement purposes, a 10.9% annual rate of increase in the per capita cost
of covered health care benefits was assumed for 1999 (5.6% for dental benefits).
The rates were assumed to decrease gradually to 5% for 2005 and remain at that
level thereafter.
<TABLE>
<CAPTION>
PENSION BENEFITS OTHER BENEFITS
1999 1998 1999 1998
-------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Components of net periodic benefit cost:
Service cost $ 5,632 $ 4,506 $ 413 $ 240
Interest cost 6,952 6,452 845 673
Expected return on plan assets (12,041) (10,172) -- --
Amortization of transition obligation (asset) (2,056) (2,056) 45 45
Amortization of prior service cost 580 580 -- --
Recognized net actuarial (gain) loss (554) (677) 164 (20)
-------- ------- ------ ------
Net periodic benefit cost $ (1,487) $(1,367) $1,467 $ 938
======== ======= ====== ======
The Company's share of net periodic benefit cost $ 736 $ 586 $ 185 $ 95
======== ======= ====== ======
</TABLE>
Assumed health care cost trend rates have a significant effect on the amounts
reported for the health care plans. A one-percentage-point change in assumed
health care cost trend rates would have the following effects:
<TABLE>
<CAPTION>
1-PERCENTAGE-POINT 1-PERCENTAGE-POINT
INCREASE DECREASE
------------------ ------------------
(IN THOUSANDS)
<S> <C> <C>
Effect on total of service and interest cost components $ 288 $ (518)
Effect on postretirement benefit obligation 2,754 (2,279)
</TABLE>
64
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
14. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents the carrying amounts and estimated fair values of
the Company's financial instruments at December 31:
<TABLE>
<CAPTION>
1999
--------------------------------------
CARRYING AMOUNT ESTIMATED FAIR VALUE
--------------- --------------------
(IN THOUSANDS)
<S> <C> <C>
ASSETS:
Bonds (including short-term) $1,534,555 $1,545,445
Mortgages 528,911 526,608
Derivatives -- 362
Other Invested Assets 67,938 67,938
Policy loans 40,095 40,095
LIABILITIES:
Insurance reserves $ 120,536 $ 120,536
Individual annuities 247,619 238,229
Pension products 661,806 665,830
<CAPTION>
1998
--------------------------------------
CARRYING AMOUNT ESTIMATED FAIR VALUE
--------------- --------------------
(IN THOUSANDS)
ASSETS:
<S> <C> <C>
Bonds (including short-term) $2,026,868 $2,153,953
Mortgages 535,003 556,143
Derivatives -- 771
Policy loans 41,944 41,944
LIABILITIES:
Insurance reserves $ 121,100 $ 121,100
Individual annuities 274,448 271,849
Pension products 1,104,489 1,145,351
</TABLE>
The major methods and assumptions used in estimating the fair values of
financial instruments are as follows:
The fair values of short-term bonds are estimated to be the amortized cost. The
fair values of long-term bonds which are publicly traded are based upon market
prices or dealer quotes. For privately placed bonds, fair values are estimated
by taking into account prices for publicly traded bonds of similar credit risk
and maturity and repayment and liquidity characteristics.
The fair values of mortgages are estimated by discounting future cash flows
using current rates at which similar loans would be made to borrowers with
similar credit ratings and for the same remaining maturities.
The fair values of policy loans approximate carrying amounts.
The fair values of derivative financial instruments are estimated using the
process described in Note 8.
The fair values of the Company's general account insurance reserves and
liabilities under investment-type contracts (insurance, annuity and pension
contracts that do not involve mortality or morbidity risks) are estimated using
discounted cash flow analyses or surrender values. Those contracts that are
deemed to have short-term guarantees have a carrying amount equal to the
estimated fair value.
65
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
15. STATUTORY INVESTMENT VALUATION RESERVES
The asset valuation reserve ("AVR") provides a reserve for losses from
investments in bonds, stocks, mortgage loans, real estate and other invested
assets with related increases or decreases being recorded directly to surplus.
Realized capital gains and losses on bonds and mortgages which relate to changes
in levels of interest rates are charged or credited to an interest maintenance
reserve and amortized into income over the remaining contractual life of the
security sold.
The table shown below presents changes in the major elements of the AVR and IMR.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1999 1998
------------------- -------------------
AVR IMR AVR IMR
--- --- --- ---
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Balance, beginning of year $44,392 $40,490 $47,605 $33,830
Net realized investment gains, net of tax 9,950 4,983 256 8,942
Amortization of net investment gains -- (3,702) -- (2,282)
Unrealized investment losses (9,705) -- (6,550) --
Required by formula (566) -- 3,081 --
------- ------- ------- -------
Balance, end of year $44,071 $41,771 $44,392 $40,490
======= ======= ======= =======
</TABLE>
16. FEDERAL INCOME TAXES
The Company, its subsidiaries and certain other affiliates file a consolidated
federal income tax return. Federal income taxes are calculated for the
consolidated group based upon amounts determined to be payable as a result of
operations within the current year. No provision is recognized for timing
differences which may exist between financial statement and taxable income. Such
timing differences include reserves, depreciation and accrual of market discount
on bonds. Cash payments for federal income taxes were approximately $3,000,000,
$48,144,000, and $31,000,000 for the years ended December 31, 1999, 1998 and
1997, respectively.
The Company is currently undergoing an audit by the Internal Revenue Service.
The Company believes that there will be no material audit adjustments for the
periods under examination.
17. RELATED PARTY TRANSACTIONS
A. SURPLUS NOTES AND NOTES RECEIVABLE (PAYABLE)
On December 22, 1997, the Company issued a $250,000,000 surplus note to Life
Holdco. This note has an interest rate of 8.625% and is due on or after
November 6, 2027.
On May 9, 1997, the Company issued a short-term note of $600,000,000 to Life
Holdco at an interest rate of 5.10%, which was extended at various interest
rates. This note was repaid on December 22, 1997.
On December 19, 1995, the Company issued surplus notes totaling $315,000,000 to
an affiliate, Sun Canada Financial Co., at interest rates between 5.75% and
7.25%. Of these notes, $157,500,000 will mature in the year 2007 and
$157,500,000 will mature in the year 2015. Interest on these notes is payable
semiannually.
Principal and interest on surplus notes are payable only to the extent that the
Company meets specified requirements regarding free surplus exclusive of the
principal amount and accrued interest, if any, on these notes and with the
consent of the Delaware Insurance Commissioner.
The Company accrued $4,259,000 and $4,259,000 for interest on surplus notes for
the years ended December 31, 1999 and 1998, respectively.
66
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
17. RELATED PARTY TRANSACTIONS
A. SURPLUS NOTES AND NOTES RECEIVABLE (PAYABLE) (CONTINUED)
The Company expensed $43,266,000, $44,903,000, and $42,481,000 for interest on
surplus notes and notes payable for the years ended December 31, 1999, 1998 and
1997, respectively.
On September 28, 1998 a $500,000 note was issued by SLISL to the Company at a
rate of 6.0%, maturing on September 28, 2002.
A $110,000,000 note was issued to the Company by MFS on February 11, 1998 at an
interest rate of 6.0% due February 11, 1999. Another $110,000,000 note was
issued to the Company on December 22, 1998 at an interest rate of 5.55% due
February 11, 1999. These two notes and an additional $10,000,000 were combined
into a new note of $230,000,000 with a floating interest rate based on the six
month LIBOR rate plus 25 basis points. The $230,000,000 note was repaid to the
Company on December 21, 1999.
On January 14, 2000, the Company purchased $200,000,000 of notes from MFS.
On December 23, 1997, the Company issued a $110,000,000 note to US Holdco at an
interest rate of 5.80%, which was repaid on March 1, 1998. A $110,000,000 note
was also issued to the Company by MFS on December 23, 1997 at an interest rate
of 5.85% and was repaid on February 11, 1998.
On December 31, 1996, the Company issued a $58,000,000 note to SLOC at an
interest rate of 5.70% which was repaid on February 10, 1997. Also on December
31, 1996, the Company was issued a $58,000,000 note by MFS at an interest rate
of 5.76%. This note was repaid to the Company on February 10, 1997.
On December 31, 1998, the Company had an additional $20,000,000 in notes issued
by MFS, scheduled to mature in 2000. These notes were repaid to the Company on
December 21,1999.
B. STOCKHOLDER DIVIDENDS
The maximum amount of dividends which can be paid by the Company without prior
approval of the Insurance Commissioner of the State of Delaware is subject to
restrictions relating to statutory surplus. In 1999, a dividend in the amount of
$80,000,000 was declared and paid by the Company to its parent, Life Holdco.
This dividend was approved by the Board of Directors, but did not require
approval of the Insurance Commissioner. In 1998, a dividend in the amount of
$50,000,000 was declared and paid by the Company to its parent, Life Holdco.
This dividend was approved by the Insurance Commissioner and the Board of
Directors. On December 24, 1997 the Company transferred all of its shares of MFS
to Life Holdco in the form of a dividend valued at $159,722,000. This dividend
was approved by the Insurance Commissioner and the Board of Directors.
C. SERVICE AGREEMENTS
The Company has an agreement with SLOC which provides that SLOC will furnish, as
requested, personnel as well as certain services and facilities on a
cost-reimbursement basis. Expenses under this agreement amounted to
approximately $28,700,000 in 1999, $16,344,000 in 1998, and $15,997,000 in 1997.
The Company leases office space to SLOC under lease agreements with terms
expiring in December, 2004 and options to extend the terms for each of twelve
successive five-year terms at fair market rental not to exceed 125% of the fixed
rent for the term which is ending. Rent received by the Company under the leases
for 1999 amounted to approximately $6,943,000.
18. RISK-BASED CAPITAL
Effective December 31, 1993, the NAIC adopted risk-based capital requirements
for life insurance companies. The risk-based capital requirements provide a
method for measuring the minimum acceptable amount of adjusted capital that a
life insurer should have, as determined under statutory accounting
67
<PAGE>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)
NOTES TO STATUTORY FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
18. RISK-BASED CAPITAL (CONTINUED)
practices, taking into account the risk characteristics of its investments and
products. The Company has met the minimum risk-based capital requirements at
December 31, 1999, 1998 and 1997.
19. COMMITMENTS AND CONTINGENT LIABILITIES
The Company is involved in pending and threatened litigation in the normal
course of its business in which claims for monetary and punitive damages have
been asserted. Although there can be no assurances, at the present time the
Company does not anticipate that the ultimate liability arising from such
pending or threatened litigation, after consideration of provisions made for
potential losses and costs of defense, will have a material adverse effect on
the financial condition or operating results of the Company.
Under insurance guaranty fund laws in each state, the District of Columbia and
Puerto Rico, insurers licensed to do business can be assessed by state insurance
guaranty associations for certain obligations of insolvent insurance companies
to policyholders and claimants. Recent regulatory actions against certain large
life insurers encountering financial difficulty have prompted various state
insurance guaranty associations to begin assessing life insurance companies for
the deemed losses. Most of these laws do provide, however, that an assessment
may be excused or deferred it it would threaten an insurer's solvency and
further provide annual limits on such assessments. Part of the assessments paid
by the Company and its subsidiaries pursuant to these laws may be used as
credits for a portion of the associated premium taxes. The Company incurred
guaranty fund assessments of approximately $3,500,000, $3,500,000, and
$3,083,000 in 1999, 1998 and 1997, respectively.
20. ACCOUNTING POLICIES AND PRINCIPLES
The financial statements of the Company have been prepared on the basis of
statutory accounting practices which, prior to 1996, were considered by the
insurance industry and the accounting profession to be in accordance with GAAP
for mutual life insurance companies. The primary differences between statutory
accounting practices and GAAP are described as follows. Under statutory
accounting practices, financial statements are not consolidated and investments
in subsidiaries are shown at net equity value. Accordingly, the assets,
liabilities and results of operations of the Company's subsidiaries are not
consolidated with the assets, liabilities and results of operations,
respectively, of the Company. Changes in net equity value of the common stock of
the Company's United States life insurance subsidiaries are directly reflected
in the Company's surplus. Changes in the net equity value of the common stock of
all other subsidiaries are directly reflected in the Company's Asset Valuation
Reserve. Dividends paid by subsidiaries to the Company are included in the
Company's net investment income.
Other differences between statutory accounting practices and GAAP include the
following items. Statutory accounting practices do not recognize the following
assets or liabilities which are reflected under GAAP: deferred policy
acquisition costs, deferred federal income taxes and statutory nonadmitted
assets. Asset Valuation Reserves and Interest Maintenance Reserves are
established under statutory accounting practices but not under GAAP. Methods for
calculating real estate depreciation and investment valuation allowances differ
under statutory accounting practices and GAAP. Actuarial assumptions and
reserving methods differ under statutory accounting practices and GAAP. Premiums
for universal life and investment-type products are recognized as income for
statutory purposes and as deposits to policyholders' accounts for GAAP.
Investments in fixed maturity securities classified as available-for-sale are
carried at aggregate fair value with changes in unrealized gains and losses
reported net of taxes in a separate component of stockholder's equity for GAAP
and generally at amortized cost under statutory accounting practices.
68
<PAGE>
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
We have audited the accompanying statutory statements of admitted assets,
liabilities and capital stock and surplus of Sun Life Assurance Company of
Canada (U.S.) (the "Company") as of December 31, 1999 and 1998, and the related
statutory statements of operations, changes in capital stock and surplus, and
cash flow for each of the three years in the period ended December 31, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As described more fully in Notes 1 and 20 to the financial statements, the
Company prepared these financial statements using accounting practices
prescribed or permitted by the Insurance Department of the State of Delaware,
which is a comprehensive basis of accounting other than generally accepted
accounting principles. The effects on the financial statements of the
differences between the statutory basis of accounting and generally accepted
accounting principles, although not reasonably determinable, are presumed to be
material.
In our opinion, the statutory financial statements referred to above present
fairly, in all material respects, the admitted assets, liabilities, and capital
stock and surplus of Sun Life Assurance Company of Canada (U.S.) as of
December 31, 1999 and 1998, and the results of its operations and its cash flow
for each of the three years in the period ended December 31, 1999 on the basis
of accounting described in Notes 1 and 20.
However, because of the differences between the two bases of accounting referred
to in the second preceding paragraph, in our opinion, the statutory financial
statements referred to above do not present fairly, in conformity with generally
accepted accounting principles, the financial position of Sun Life Assurance
Company of Canada (U.S.) as of December 31, 1999 and 1998 or the results of its
operations or its cash flow for each of the three years in the period ended
December 31, 1999.
Deloitte & Touche
Boston, Massachusetts
February 10, 2000
69
<PAGE>
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<S> <C>
Calculation of Performance Data
Advertising and Sales Literature
Calculations
Example of Variable Accumulation Unit Value Calculation
Example of Variable Annuity Unit Calculation
Example of Variable Annuity Payment Calculation
Distribution of the Contracts
Designation and Change of Beneficiary
Custodian
Financial Statements
</TABLE>
70
<PAGE>
This Prospectus sets forth information about the Contracts and the
Variable Account that a prospective purchaser should know before investing.
Additional information about the Contracts and the Variable Account has been
filed with the Securities and Exchange Commission in a Statement of Additional
Information dated May 1, 2000 which is incorporated herein by reference. The
Statement of Additional Information is available upon request and without charge
from Sun Life Assurance Company of Canada (U.S.). To receive a copy, return this
request form to the address shown below or telephone (617) 348-9600 or (800)
752-7215.
- --------------------------------------------------------------------------------
To: Sun Life Assurance Company of Canada (U.S.)
c/o Retirement Products and Services
P.O. Box 1024
Boston, Massachusetts 02103
Please send me a Statement of Additional Information for
MFS Regatta Variable and Fixed Annuity
Sun Life of Canada (U.S.) Variable Account F.
Name
- --------------------------------------------------------------
Address
- --------------------------------------------------------------
-------------------------------------------------------------------------
City
- ------------------------------------ State
- ------------ Zip
- -------
Telephone
- ----------------------------------------------------------------
71
<PAGE>
APPENDIX A
GLOSSARY
The following terms as used in this Prospectus have the indicated
meanings:
ACCOUNT or PARTICIPANT ACCOUNT: An account established for each
Participant to which Net Purchase Payments are credited.
ACCOUNT VALUE: The Variable Accumulation Value, if any, plus the Fixed
Accumulation Value, if any, of your Account for any Valuation Period.
ACCOUNT YEAR and ACCOUNT ANNIVERSARY: Your first Account Year is the
period of (a) 12 full calendar months plus (b) the part of the calendar month in
which we issue your Contract (if not on the first day of the month), beginning
with the Contract Date. Your Account Anniversary is the first day immediately
after the end of an Account Year. Each Account Year after the first is the 12
calendar month period that begins on your Account Anniversary. If, for example,
the Contract Date is in March, the first Account Year will be determined from
the Contract Date but will end on the last day of March in the following year;
your Account Anniversary is April 1 and all Account Years after the first will
be measured from April 1.
ACCUMULATION PHASE: The period before the Annuity Commencement Date and
during the lifetime of the Annuitant. This is called the "Accumulation Period"
in the Contract.
ANNUITANT: The person or persons to whom the first annuity payment is
made. In a Non-Qualified Contract, if you name someone other than yourself as
Annuitant, you may also name a Co-Annuitant. If you do, all provisions of the
Contract based on the death of the Annuitant will be based on the date of death
of the last surviving of the persons named. By example, if the Annuitant dies
prior to the Annuity Commencement Date, the Co-Annuitant will become the new
Annuitant. The death benefit will become due only on the death before the
Annuity Commencement Date of the last surviving Annuitant and Co-Annuitant
named. These persons are referred to collectively in the Contract as
"Annuitants." If you have named both an Annuitant and Co-Annuitant, you may
designate one of them to become the sole Annuitant as of the Annuity
Commencement Date, if both are living at that time.
*ANNUITY COMMENCEMENT DATE: The date on which the first annuity payment
under each Contract is to be made.
*ANNUITY OPTION: The method you choose for making annuity payments.
ANNUITY UNIT: A unit of measure used in the calculation of the amount of
the second and each subsequent Variable Annuity payment from the Variable
Account.
APPLICATION: The document signed by you or other evidence acceptable to us
that serves as your application for participation under a Group Contract.
*BENEFICIARY: Prior to the Annuity Commencement Date, the person or entity
having the right to receive the death benefit and, for Non-Qualified Contracts,
who, in the event of the Participant's death, is the "designated beneficiary"
for purposes of Section 72(s) of the Internal Revenue Code. After the Annuity
Commencement Date, the person or entity having the right to receive any payments
due under the Annuity Option elected, if applicable, upon the death of the
Payee.
BUSINESS DAY: Any day the New York Stock Exchange is open for trading.
CERTIFICATE: The document for each Participant which evidences the
coverage of the Participant under a Group Contract.
COMPANY: Sun Life Assurance Company of Canada (U.S.).
CONTRACT DATE: The date on which we issue your Contract. This is called
the "Date of Coverage" in the Contract.
* You specify these items on the Contract Specifications page or Certificate
Specifications page, and may change them, as we describe in this Prospectus.
72
<PAGE>
DEATH BENEFIT DATE: If you have elected a death benefit payment option
before the Annuitant's death that remains in effect, the date on which we
receive Due Proof of Death. If your Beneficiary elects the death benefit payment
option, the later of (a) the date on which we receive the Beneficiary's election
and (b) the date on which we receive Due Proof of Death. If we do not receive
the Beneficiary's election within 60 days after we receive Due Proof of Death,
the Death Benefit Date will be the last day of the 60 day period and we will pay
the death benefit in cash.
DUE PROOF OF DEATH: An original certified copy of an official death
certificate, an original certified copy of a decree of a court of competent
jurisdiction as to the finding of death, or any other proof satisfactory to the
Company.
EXPIRATION DATE: The last day of a Guarantee Period.
FIXED ACCOUNT: The general account of the Company, consisting of all
assets of the Company other than those allocated to a separate account of the
Company.
FIXED ACCOUNT VALUE: The value of that portion of your Account allocated
to the Fixed Account.
FIXED ANNUITY: An annuity with payments which do not vary as to dollar
amount.
GROUP CONTRACT: A Contract issued by the Company on a group basis.
GUARANTEE AMOUNT: Each separate allocation of Account Value to a
particular Guarantee Period (including interest earned thereon).
GUARANTEE PERIOD: The period for which a Guaranteed Interest Rate is
credited.
GUARANTEED INTEREST RATE: The rate of interest we credit on a compound
annual basis during any Guarantee Period.
INCOME PHASE: The period on and after the Annuity Commencement Date and
during the lifetime of the Annuitant during which we make annuity payments under
the Contract.
NET INVESTMENT FACTOR: An index applied to measure the investment
performance of a Sun-Account from one Valuation Period to the next. The Net
Investment Factor may be greater or less than or equal to one.
NET PURCHASE PAYMENT: The portion of a Purchase Payment which remains
after the deduction of any applicable premium tax or similar tax.
NON-QUALIFIED CONTRACT: A Contract used in connection with a retirement
plan that does not receive favorable federal income tax treatment under Sections
401, 403, 408, or 408A of the Internal Revenue Code. The Participant's interest
in the Contract must be owned by a natural person or agent for a natural person
for the Contract to receive income tax treatment as an annuity.
OWNER: The person, persons or entity entitled to the ownership rights
stated in a Group Contract and in whose name or names the Group Contract is
issued. The Owner may designate a trustee or custodian of a retirement plan
which meets the requirements of Section 401, Section 408(c), Section 408(k),
Section 408(p) or Section 408A of the Internal Revenue Code to serve as legal
owner of assets of a retirement plan, but the term "Owner," as used herein,
shall refer to the organization entering into the Group Contract.
PARTICIPANT: The person named in the Certificate who is entitled to
exercise all rights and privileges of ownership under the Certificate, except as
reserved by the Owner.
PAYEE: A recipient of payments under a Contract. The term includes an
Annuitant or a Beneficiary who becomes entitled to benefits upon the death of
the Participant.
PURCHASE PAYMENT (PAYMENT): An amount paid to the Company as consideration
for the benefits provided by a Contract.
73
<PAGE>
QUALIFIED CONTRACT: A Contract used in connection with a retirement plan
which may receive favorable federal income tax treatment under Sections 401,
403, 408 or 408A of the Internal Revenue Code of 1986, as amended.
SERIES FUND: MFS/Sun Life Series Trust.
SEVEN-YEAR ANNIVERSARY: The seventh Account Anniversary and each
succeeding Account Anniversary occurring at any seven year interval thereafter;
for example, the 14th, 21st and 28th Account Anniversaries.
SUB-ACCOUNT: That portion of the Variable Account which invests in shares
of a specific series of the Series Fund.
VALUATION PERIOD: The period of time from one determination of Variable
Accumulation Unit or Annuity Unit values to the next subsequent determination of
these values. Value determinations are made as of the close of the New York
Stock Exchange on each day that the Exchange is open for trading.
VARIABLE ACCOUNT: Variable Account F of the Company, which is a separate
account of the Company consisting of assets set aside by the Company, the
investment performance of which is kept separate from that of the general assets
of the Company.
VARIABLE ACCUMULATION UNIT: A unit of measure used in the calculation of
Variable Account Value.
VARIABLE ACCOUNT VALUE: The value of that portion of your Account
allocated to the Variable Account.
VARIABLE ANNUITY: An annuity with payments which vary as to dollar amount
in relation to the investment performance of the Variable Account.
74
<PAGE>
APPENDIX B
CONDENSED FINANCIAL INFORMATION--ACCUMULATION UNIT VALUES
The following information should be read in conjunction with the Variable
Account's financial statements included in the Statement of Additional
Information, all of which has been audited by Deloitte & Touche LLP, independent
certified public accountants.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995 1996
--------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
CAPITAL APPRECIATION SERIES
Unit Value:
Beginning of period $ 10.1193 $ 9.0168 $ 12.5296 $ 14.0559 $ 16.3574 $ 15.5512 $ 20.6225
End of period $ 9.0168 $ 12.5296 $ 14.0559 $ 16.3574 $ 15.5512 $ 20.6225 $ 24.7064
Units outstanding at end of
period 3,677,247 7,517,358 8,168,037 7,272,302 6,184,731 6,615,207 6,316,305
GLOBAL GOVERNMENTS SERIES
Unit Value:
Beginning of period $ 10.2725 $ 11.4930 $ 13.0187 $ 12.8985 $ 15.1215 $ 14.2437 $ 16.2514
End of period $ 11.4930 $ 13.0187 $ 12.8985 $ 15.1215 $ 14.2437 $ 16.2514 $ 16.4146
Units outstanding at end of
period 748,280 2,220,300 2,205,650 2,300,611 1,967,375 1,730,002 1,460,289
GOVERNMENT SECURITIES SERIES
Unit Value:
Beginning of period $ 10.0333 $ 10.7567 $ 12.2849 $ 12.9408 $ 13.8738 $ 13.3872 $ 15.5323
End of period $ 10.7567 $ 12.2849 $ 12.9408 $ 13.8738 $ 13.3872 $ 15.5323 $ 15.5644
Units outstanding at end of
period 2,723,676 5,194,019 4,761,049 4,708,841 4,235,203 3,535,152 3,362,650
HIGH YIELD SERIES
Unit Value:
Beginning of period $ 9.8487 $ 8.3800 $ 12.1924 $ 13.8294 $ 16.0549 $ 15.4801 $ 17.8678
End of period $ 8.3800 $ 12.1924 $ 13.8294 $ 16.0549 $ 15.4801 $ 17.8678 $ 19.7545
Units outstanding at end of
period 247,285 795,298 1,031,001 1,087,265 839,825 1,068,412 1,204,380
MANAGED SECTORS SERIES
Unit Value:
Beginning of period $ 9.8911 $ 8.7393 $ 13.9725 $ 14.6738 $ 15.0587 $ 14.5653 $ 18.9987
End of period $ 8.7393 $ 13.9725 $ 14.6738 $ 15.0587 $ 14.5653 $ 18.9987 $ 22.0312
Units outstanding at end of
period 1,410,497 2,409,951 2,768,568 2,431,072 2,066,642 2,150,361 2,202,213
MONEY MARKET SERIES
Unit Value:
Beginning of period $ 10.0971 $ 10.7366 $ 11.2031 $ 11.4176 $ 11.5560 $ 11.8185 $ 12.2910
End of period $ 10.7366 $ 11.2031 $ 11.4176 $ 11.5560 $ 11.8185 $ 12.2910 $ 12.7175
Units outstanding at end of
period 5,562,419 6,380,774 4,115,845 3,081,737 3,873,044 3,453,907 3,859,738
TOTAL RETURN SERIES
Unit Value:
Beginning of period $ 10.1677 $ 10.2969 $ 12.3469 $ 13.2211 $ 14.7834 $ 14.2495 $ 17.8165
End of period $ 10.2969 $ 12.3469 $ 13.2211 $ 14.7834 $ 14.2495 $ 17.8165 $ 20.0405
Units outstanding at end of
period 8,211,655 15,599,909 16,375,301 15,806,723 14,225,539 13,106,997 12,461,003
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1997 1998 1999
---------- ---------- ----------
<S> <C> <C> <C>
CAPITAL APPRECIATION SERIES
Unit Value:
Beginning of period $ 24.7064 $ 29.9999 $ 38.0799
End of period $ 29.9999 $ 38.0799 $ 49.8052
Units outstanding at end of
period 2,993,020 464,349 22,958
GLOBAL GOVERNMENTS SERIES
Unit Value:
Beginning of period $ 16.7734 $ 16.4146 $ 18.6916
End of period $ 16.4146 $ 18.6916 $ 17.4756
Units outstanding at end of
period 700,338 89,328 495
GOVERNMENT SECURITIES SERIES
Unit Value:
Beginning of period $ 15.5644 $ 16.6923 $ 17.8992
End of period $ 16.6923 $ 17.8992 $ 17.3110
Units outstanding at end of
period 1,462,222 325,241 --
HIGH YIELD SERIES
Unit Value:
Beginning of period $ 19.7545 $ 22.0555 $ 21.8836
End of period $ 22.0555 $ 21.8836 $ 23.0560
Units outstanding at end of
period 537,033 73,632 165
MANAGED SECTORS SERIES
Unit Value:
Beginning of period $ 22.0312 $ 27.2960 $ 30.2227
End of period $ 27.2960 $ 30.2227 $ 55.3202
Units outstanding at end of
period 941,686 196,463 5,113
MONEY MARKET SERIES
Unit Value:
Beginning of period $ 12.7175 $ 13.1780 $ 13.6495
End of period $ 13.1780 $ 13.6495 $ 14.0901
Units outstanding at end of
period 1,518,722 268,447 16,140
TOTAL RETURN SERIES
Unit Value:
Beginning of period $ 20.0405 $ 24.1056 $ 26.5642
End of period $ 24.1056 $ 26.5642 $ 26.9360
Units outstanding at end of
period 5,756,653 898,137 31,742
</TABLE>
75
<PAGE>
APPENDIX C
WITHDRAWALS, WITHDRAWAL CHARGES AND THE MARKET VALUE ADJUSTMENT
PART 1: VARIABLE ACCOUNT (THE MARKET VALUE ADJUSTMENT DOES NOT APPLY TO THE
VARIABLE ACCOUNT)
These examples assume the following:
1) The Purchase Payment was $10,000
2) The date of full surrender or partial withdrawal occurs during the
3rd Account Year and
a) the Participant's Account Value is $12,000 and is attributable to
the value of Variable Accumulation Units of one Sub-Account,
b) no previous partial withdrawals have been made.
EXAMPLE A--FULL SURRENDER:
1) 10% or .10 of the Purchase Payment is available without imposition
of a withdrawal charge: (.10 X $10,000 = $1,000).
2) The balance of the full surrender ($12,000 - $1,000 = $11,000) is
subject to the withdrawal charge applicable during the third Account Year
(5% or .05).
3) The amount of the withdrawal charge is .05 X $11,000 = $550.
4) The amount of the full surrender is $12,000 - $550 = $11,450.
EXAMPLE B--PARTIAL WITHDRAWAL (IN THE AMOUNT OF $2,000):
1) 10% or .10 of the Purchase Payment is available without imposition
of a withdrawal charge: (.10 X $10,000 = $1,000).
2) The balance of the partial withdrawal ($2,000 - $1,000 = $1,000) is
subject to the withdrawal charge applicable during the third Account Year
(5% or .05).
3) The amount of the withdrawal charge is equal to the amount required
to complete the partial withdrawal ($2,000 - $1,000 = $1,000) divided by 1 -
.05 (or .95), less the amount required to complete the balance of the
partial withdrawal.
Withdrawal Charge = $1,000 - $1,000
---------
.95
= $52.63
In this example, in order for the Participant to receive the amount
requested ($2,000), a gross withdrawal of $2052.63 must be processed with $52.63
representing the withdrawal charge calculated above.
PART 2--FIXED ACCOUNT--EXAMPLES OF THE MARKET VALUE ADJUSTMENT (MVA)
The MVA factor is:
<TABLE>
<C> <S> <C> <C> <C>
N/12
1 + I
( --------- ) -1
1 + J + .005
</TABLE>
These examples assume the following:
1) The Guarantee Amount was allocated to a four year Guarantee Period
with a Guaranteed Interest Rate of 5% or .05 (l).
2) The date of surrender is two years from the Expiration Date (N =
24).
76
<PAGE>
3) The value of the Guarantee Amount on the date of surrender is
$11,025.
4) No transfers or partial withdrawals affecting this Guarantee Amount
have been made
5) Withdrawal charges, if any, are calculated in the same manner as
shown in the examples in Part 1.
EXAMPLE OF A NEGATIVE MVA:
Assume that on the date of surrender, the current rate (J) is 7% or .07.
<TABLE>
<C> <S> <C> <C> <C> <C>
N/12
1 + l
The MVA factor = ( --------- ) -1
1 + J + .005
24/12
1 + .05
= ( --------- ) -1
1 + .07 + .005
= (.977)[TO THE POWER OF 2] -1
= .954 -1
= -.046
</TABLE>
The value of the Guarantee Amount is multiplied by the MVA factor to
determine the MVA:
$11,025 X (-.046) = -$507.15
-$507.15 represents the MVA that will be deducted from the value of
the Guarantee Amount before the application of any withdrawal charge.
EXAMPLE OF A POSITIVE MVA:
Assume that on the date of surrender, the current rate (J) is 4% or .04.
<TABLE>
<C> <S> <C> <C> <C> <C>
N/12
1 + l
The MVA factor = ( --------- ) -1
1 + J + .005
24/12
1 + .05
= ( --------- ) -1
1 + .04 + .005
= (1.005)[TO THE POWER OF 2] -1
= 1.010 -1
= .010
</TABLE>
The value of the Guarantee Amount is multiplied by the MVA factor to
determine the MVA:
$11,025 X .010 = $110.25
$110.25 represents the MVA that would be added to the value of the
Guarantee Amount before the application of any withdrawal charge.
If the above examples had been for partial withdrawals, the MVA's would be
reduced proportionally. For example, if only 25% of the value of the Guarantee
Amount were being surrendered, the MVA would be -$126.79 and $27.56 for the
negative MVA and positive MVA, respectively.
77
<PAGE>
<TABLE>
<S> <C>
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
C/O RETIREMENT PRODUCTS AND SERVICES
P.O. BOX 1024
BOSTON, MASSACHUSETTS 02103
TELEPHONE:
Toll Free (800) 752-7215
GENERAL DISTRIBUTOR
Clarendon Insurance Agency, Inc.
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02481
AUDITORS
Deloitte & Touche LLP
200 Berkeley Street
Boston, Massachusetts 02116
</TABLE>
REG-1 5/2000
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF
ADDITIONAL INFORMATION
Attached hereto and made a part hereof is the Statement of
Additional Information dated May 1, 2000.
<PAGE>
May 1, 2000
MFS REGATTA
VARIABLE AND FIXED ANNUITY
STATEMENT OF ADDITIONAL INFORMATION
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
TABLE OF CONTENTS
Calculation of Performance Data ............................................. 2
Advertising and Sales Literature ............................................ 7
Calculations ................................................................ 7
Example of Variable Accumulation Unit Value Calculation................. 7
Example of Variable Annuity Unit Calculation ........................... 7
Example of Variable Annuity Payment Calculation ........................ 7
Distribution of the Contracts ............................................... 7
Designation and Change of Beneficiary ....................................... 8
Custodian ................................................................... 8
Financial Statements ........................................................ 8
The Statement of Additional Information sets forth information
which may be of interest to prospective purchasers of MFS Regatta Variable
and Fixed Annuity Contracts (the "Contracts") issued by Sun Life Assurance
Company of Canada (U.S.) (the "Company") in connection with Sun Life of
Canada (U.S.) Variable Account F (the "Variable Account") which is not
included in the Prospectus dated May 1, 2000. This Statement of Additional
Information should be read in conjunction with the Prospectus, a copy of
which may be obtained without charge from the Company by writing to Sun Life
Assurance Company of Canada (U.S.), c/o Retirement Products and Services,
P.O. Box 1024, Boston, Massachusetts 02103, or by telephoning (800)-752-7215.
The terms used in this Statement of Additional Information have the
same meanings as in the Prospectus.
- --------------------------------------------------------------------------------
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED
FOR DISTRIBUTION TO PROSPECTIVE PURCHASERS ONLY IF PRECEDED OR ACCOMPANIED BY A
CURRENT PROSPECTUS.
<PAGE>
CALCULATION OF PERFORMANCE DATA
STANDARDIZED AVERAGE ANNUAL TOTAL RETURN:
The table below shows, for various Sub-Accounts of the Variable Account, the
Standardized Average Annual Total Return for the stated periods (or shorter
period indicated in the note below), based upon a hypothetical initial Purchase
Payment of $1,000, calculated in accordance with the formula set out below.
STANDARDIZED AVERAGE ANNUAL TOTAL RETURN
PERIOD ENDING DECEMBER 31, 1999
<TABLE>
<CAPTION>
1 YEAR 5 YEAR 10 YEAR DATE OF
PERIOD PERIOD PERIOD LIFE* INCEPTION
----------- ----------- ----------- ----------- ----------------------
<S> <C> <C> <C> <C> <C>
Capital Appreciation Series............. 23.21% 24.96% 17.03% 16.86% November 2, 1989
Global Governments Series............... (11.61)% 3.29% 5.37% 5.59% November 24, 1989
Government Securities Series............ (8.65)% 4.32% 5.46% 5.41% November 8, 1989
High Yield Series....................... (0.45)% 7.41% 8.81% 8.61% December 6, 1989
Managed Sectors Series.................. 72.49% 29.43% 18.67% 18.21% November 2, 1989
Money Market Series..................... (2.63)% 2.50% 3.09% 3.12% November 6, 1989
Total Return Series..................... (4.50)% 12.32% 9.85% 9.85% November 2, 1989
</TABLE>
- ------------------------
*From commencement of investment operations
The length of the period and the last day of each period used in the
above table are set out in the table heading and in the footnotes above. The
Average Annual Total Return for each period was determined by finding the
average annual compounded rate of return over each period that would equate
the initial amount invested to the ending redeemable value for that period,
in accordance with the following formula:
n
P(1 + T) = ERV
Where: P = a hypothetical initial Purchase Payment
of $1,000
T = average annual total return for the
period
n = number of years
ERV = redeemable value (as of the end of the
period) of a hypothetical $1,000
Purchase Payment made at the beginning
of the 1-year, 5-year, or 10-year period
(or fractional portion thereof)
The formula assumes that: 1) all recurring fees have been deducted from the
Participant's Account; 2) all applicable non-recurring Contract charges are
deducted at the end of the period; and 3) there will be a full surrender at
the end of the period.
The $30 annual Account Fee will be allocated among the Sub-Accounts so that
each Sub-Account's allocated portion of the Account Fee is proportional to the
percentage of the number of Certificates that have amounts allocated to that
Sub-Account. Because the impact of Account Fees on a particular Certificate may
<PAGE>
differ from those assumed in the computation due to differences between actual
allocations and the assumed ones, the total return that would have been
experienced by an actual Certificate over these same time periods may have been
different from that shown above.
<PAGE>
NON-STANDARDIZED COMPOUND GROWTH RATE:
The table below shows, for various Sub-Accounts of the Variable Account,
the Non-Standardized Compound Growth Rate for the stated periods (or shorter
period indicated in the note below), based upon a hypothetical investment
calculated in accordance with the formula set out under "Standardized Average
Annual Return," except that no withdrawal charges or annual Account Fees have
been deducted. If withdrawal charges and Account Fees were reflected, returns
would be lower (see "Standardized Average Annual Total Return").
NON-STANDARDIZED COMPOUND GROWTH RATE
PERIOD ENDING DECEMBER 31, 1999
<TABLE>
<CAPTION>
1 YEAR 5 YEAR 10 YEAR DATE OF
PERIOD PERIOD PERIOD LIFE* INCEPTION
----------- ----------- ----------- ----------- ----------------------
<S> <C> <C> <C> <C> <C>
Capital Appreciation Series............. 30.79% 26.21% 17.28% 17.12% November 2, 1989
Global Governments Series............... (6.51)% 4.17% 5.46% 5.68% November 24, 1989
Government Securities Series............ (3.29)% 5.28% 5.61% 5.56% November 8, 1989
High Yield Series....................... 5.36% 8.29% 8.85% 8.65% December 6, 1989
Managed Sectors Series.................. 83.04% 30.59% 18.79% 18.33% November 2, 1989
Money Market Series..................... 3.23% 3.58% 3.39% 3.44% November 6, 1989
Total Return Series..................... 1.40% 13.58% 10.23% 10.24% November 2, 1989
</TABLE>
- ------------------------
*From commencement of investment operations
NON-STANDARDIZED INVESTMENT PERFORMANCE:
The Variable Account may illustrate its results over various periods and
compare its results to indices and other variable annuities in sales materials
including advertisements, brochures and reports. Such results may be computed on
a "cumulative" and/or "annualized" basis.
"Cumulative" quotations are arrived at by calculating the change in the
Accumulation Unit value of a Sub-Account between the first and last day of the
base period being measured, and expressing the difference as a percentage of the
Accumulation Unit value at the beginning of the base period.
"Annualized" quotations are calculated by applying a formula which
determines the level rate of return which, if earned over the entire base
period, would produce the cumulative return.
<PAGE>
-4-
ADVERTISING AND SALES LITERATURE
As set forth in the Prospectus, the Company may refer to the following
organizations (and others) in its marketing materials:
A.M. BEST'S RATING SYSTEM is designed to evaluate the various factors
affecting the overall performance of an insurance company in order to provide an
opinion as to an insurance company's relative financial strength and ability to
meet its contractual obligations. The procedure includes both a quantitative and
qualitative review of each company.
DUFF & PHELPS CREDIT RATING Company's Insurance Company Claims Paying
Ability Rating is an independent evaluation by a nationally accredited rating
organization of an insurance company's ability to meet its future obligations
under the contracts and products it sells. The rating takes into account both
quantitative and qualitative factors.
LIPPER VARIABLE INSURANCE PRODUCTS PERFORMANCE ANALYSIS SERVICE is a
publisher of statistical data covering the investment company industry in the
United States and overseas. Lipper is recognized as the leading source of data
on open-end and closed-end funds. Lipper currently tracks the performance of
over 5,000 investment companies and publishes numerous specialized reports,
including reports on performance and portfolio analysis, fee and expense
analysis.
STANDARD & POOR's insurance claims-paying ability rating is an opinion
of an operating insurance company's financial capacity to meet obligations of
its insurance policies in accordance with their terms.
VARDS (Variable Annuity Research Data Service) provides a
comprehensive guide to variable annuity contract features and historical fund
performance. The service also provides a readily understandable analysis of the
comparative characteristics and market performance of funds inclusive in
variable contracts.
MOODY'S Investors Services, Inc.'s insurance claims-paying rating is a
system of rating an insurance company's financial strength, market leadership,
and ability to meet financial obligations. The purpose of Moody's ratings is to
provide investors with a simple system of gradation by which the relative
quality of insurance companies may be noted.
STANDARD & POOR'S INDEX - broad-based measurement of changes in
stock-market conditions based on the average performance of 500 widely held
common stocks; commonly known as the Standard & Poor's 500 (S&P 500). The
selection of stocks, their relative weightings to reflect differences in the
number of outstanding shares, and publication of the index itself are services
of Standard & Poor's Corporation, a financial advisory, securities rating, and
publishing firm. The index tracks 400 industrial company stocks, 20
transportation stocks, 40 financial company stocks, and 40 public utilities.
<PAGE>
-5-
NASDAQ-OTC Price Index - this index is based on the National
Association of Securities Dealers Automated Quotations (NASDAQ) and represents
all domestic over-the-counter stocks except those traded on exchanges and those
having only one market maker, a total of some 3,500 stocks. It is market
valueweighted and was introduced with a base of 100.00 on February 5, 1971.
DOW JONES INDUSTRIAL AVERAGE (DJIA) - price-weighted average of 30
actively traded blue chip stocks, primarily industrials, but including
American Express Company and American Telephone and Telegraph Company.
Prepared and Published by Dow Jones & Company, it is the oldest and most
widely quoted of all the market indicators. The average is quoted in points,
not dollars.
MORNINGSTAR, Inc. is an independent financial publisher offering
comprehensive statistical and analytical coverage of open-end and closed-end
funds and variable annuities. This coverage for mutual funds includes, among
other information, performance analysis rankings, risk rankings (e.g.
aggressive, moderate or conservative), and "style box" matrices. Style box
matrices display, for equity funds, the investment philosophy and size of the
companies in which the fund invests and, for fixed-income funds, interest rate
sensitivity and credit quality of the investment instruments.
IBBOTSON ASSOCIATES, Inc. is a consulting firm that provides a variety
of historical data, including total return, capital appreciation and income, on
the stock market as well as other investment asset classes, and inflation. This
information will be used primarily for comparative purposes and to illustrate
general financial planning principles.
In its advertisements and other sales literature for the Variable
Account and the Series Fund, the Company intends to illustrate the advantages of
the Contracts in a number of ways:
DOLLAR COST AVERAGING ILLUSTRATIONS. These illustrations will
generally discuss the price-leveling effect of making regular investments in the
same Sub-Accounts over a period of time, to take advantage of the trends in
market prices of the portfolio securities purchased by those Sub-Accounts.
SYSTEMATIC WITHDRAWAL PROGRAM. A service provided by the Company,
through which a Participant may take any distribution allowed by Internal
Revenue Code Section 401 (a) (9) in the case of Qualified Contracts, or
permitted under Internal Revenue Code Section 72 in the case of Non-Qualified
Contracts, by way of a series of partial withdrawals. Withdrawals under this
program may be fully or partially includible in income and may be subject to
a 10% penalty tax. Consult your tax advisor.
THE COMPANY'S OR MFS' CUSTOMERS. Sales literature for the Variable
Account and the Funds may refer to the number of clients which they serve.
THE COMPANY'S OR MFS' ASSETS, SIZE. The Company may discuss its
general financial condition (see, for example, the references to Standard &
Poor's, Duff & Phelps and A.M. Best Company above); it may refer to its assets;
it may also discuss its
<PAGE>
-6-
relative size and/or ranking among companies in the industry or among any
sub-classification of those companies, based upon recognized evaluation
criteria. For example, at December 31, 1998 the Company was the 36th largest
U.S. life insurance company based upon overall assets.
COMPOUND INTEREST ILLUSTRATIONS. These will emphasize several
advantages of the variable annuity contract. For example, but not by way of
limitation, the literature may emphasize the potential savings through tax
deferral; the potential advantage of the Variable Account over the Fixed
Account; and the compounding effect when a participant makes regular deposits to
his or her account.
The Company may use hypothetical illustrations of the benefits of tax
deferral, including but not limited to the following chart:
The chart below assumes an initial investment of $10,000 which remains
fully invested for the entire time period, an 8% annual return, and a 33%
combined federal and state income tax rate. It compares how three different
investments might fare over 10, 20, and 30 years. The first example illustrates
an investment in a non-tax-deferred account and assumes that taxes are paid
annually out of that account. The second example illustrates how the same
investment would grow in a tax-deferred investment, such as an annuity. And the
third example illustrates the net value of the tax-deferred investment after
paying taxes on the full account value.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
10 YEARS 20 YEARS 30 YEARS
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Non-Tax-Deferred Account $16,856 $28,413 $ 47,893
- --------------------------------------------------------------------------------
Tax-Deferred Account $21,589 $46,610 $100,627
- --------------------------------------------------------------------------------
Tax-Deferred Account After $17,765 $34,528 $ 70,720
- --------------------------------------------------------------------------------
Paying Taxes
- --------------------------------------------------------------------------------
</TABLE>
THIS ILLUSTRATION IS HYPOTHETICAL AND DOES NOT REPRESENT THE PROJECTED
PERFORMANCE OF THE MFS REGATTA VARIABLE ANNUITY OR ANY OF ITS
INVESTMENT OPTIONS. THE ILLUSTRATION DOES NOT REFLECT THE DEDUCTION OF ANY
CHARGES OR FEES RELATED TO PORTFOLIO MANAGEMENT, MORTALITY AND EXPENSE, OR
ACCOUNT ADMINISTRATION. TAXES ON EARNINGS WITHIN AN ANNUITY ARE DUE UPON
WITHDRAWAL. WITHDRAWALS MAY ALSO BE SUBJECT TO SURRENDER CHARGES AND, IF MADE
PRIOR TO AGE 59 1/2, A 10% FEDERAL PENALTY TAX.
<PAGE>
-7-
CALCULATIONS
EXAMPLE OF VARIABLE ACCUMULATION UNIT VALUE CALCULATION
Suppose the net asset value of a Series Fund share at the end of the
current valuation period is $18.38; at the end of the immediately preceding
valuation period was $18.32; the Valuation Period is one day; and no
dividends or distributions caused Series Fund shares to go "ex-dividend"
during the current Valuation Period. $18.38 divided by $18.32 is 1.00327511.
Subtracting the one day risk factor for mortality and expense risks and the
administrative expense charge of .00003809 (the daily equivalent of the
current maximum charge of 1.40% on an annual basis) gives a net investment
factor of 1.00323702. If the value of the variable accumulation unit for the
immediately preceding valuation period had been 14.5645672, the value for the
current valuation period would be 14.6117130 (14.5645672 X 1.00323702).
EXAMPLE OF VARIABLE ANNUITY UNIT CALCULATION
Suppose the circumstances of the first example exist, and the value of
an annuity unit for the immediately preceding valuation period had been
12.3456789. If the first variable annuity payment is determined by using an
annuity payment based on an assumed interest rate of 4% per year, the value
of the annuity unit for the current valuation period would be 12.3843113
(12.3456789 X 1.00323702 (the Net Investment Factor) X 0.99989255).
0.99989255 is the factor, for a one day Valuation Period, that neutralizes
the assumed interest rate of 4% per year used to establish the Annuity
Payment Rates found in the Contract.
EXAMPLE OF VARIABLE ANNUITY PAYMENT CALCULATION
Suppose that a Participant Account is credited with 8,765.4321 variable
accumulation units of a particular Sub-Account but is not credited with
any fixed accumulation units; that the variable accumulation unit value and
the annuity unit value for the particular Sub-Account for the valuation
period which ends immediately preceding the annuity commencement date are
14.5645672 and 12.3456789 respectively; that the annuity payment rate for the
age and option elected is $6.78 per $1,000; and that the annuity unit value
on the day prior to the second variable annuity payment date is 12.3843113.
The first variable annuity payment would be $865.57 (8,765.4321 X 14.5645672
X 6.78 divided by 1,000). The number of annuity units credited would be
70.1112 ($865.57 divided by 12.3456789) and the second variable annuity
payment would be $868.28 (70.1112 X 12.3843113).
DISTRIBUTION OF THE CONTRACTS
We offer the Contracts on a continuous basis. The Contracts are
sold by licensed insurance agents in those states where the Contracts may be
lawfully sold. Such agents will be registered representatives of
broker-dealers registered under the Securities Exchange Act of 1934 who are
members of the National Association of Securities Dealers, Inc. and who have
entered into distribution agreements with the Company and the general
distributor and principal underwriter of the Contracts, Clarendon Insurance
Agency, Inc. ("Clarendon"), One Sun Life Executive Park, Wellesley Hills,
Massachusetts 02481. Clarendon is a wholly-owned subsidiary of the Company.
Clarendon is registered with the SEC under the Securities Exchange Act of
1934 as broker-dealer and is a member of the National Association of
Securities Dealers, Inc. Clarendon also acts as the general distributor of
certain other annuity contracts issued by the Company and its wholly-owned
subsidiary, Sun Life Insurance and Annuity Company of New York, and variable
life insurance contracts issued by the Company.
Commissions and other distribution compensation will be paid by the
Company to the selling agents and will not be more than 6.86% of Purchase
Payments. In addition to commissions, the Company may, from time to time, pay
or allow additional promotional incentives, in the form of cash or other
compensation. In some instances, such other incentives may be offered only to
certain
<PAGE>
-8-
broker-dealers that sell or are expected to sell during specified time
periods certain minimum amounts of the Contracts or Certificates or other
contracts offered by the Company. Commissions will not be paid with respect
to Participant Accounts established for the personal account of employees of
the Company or any of its affiliates, or of persons engaged in the
distribution of the Contracts, or of immediate family members of such
employees or persons. In addition, commissions may be waived or reduced in
connection with certain transactions described in the Prospectus under the
heading "Waivers; Reduced Charges; Credits; Bonus Guaranteed Interest Rates."
DESIGNATION AND CHANGE OF BENEFICIARY
The Beneficiary designation in the Application will remain in effect
until changed.
Subject to the rights of an irrevocably designated Beneficiary, you
may change or revoke the designation of Beneficiary by filing the change or
revocation with us in the form we require. The change or revocation will not be
binding on us until we receive it. When we receive it, the change or revocation
will be effective as of the date on which it was signed, but the change or
revocation will be without prejudice to us on account of any payment we make or
any action we take before receiving the change or revocation.
Please refer to the terms of your particular retirement plan and any
applicable legislation for any restrictions on the beneficiary designation.
CUSTODIAN
We are the Custodian of the assets of the Variable Account. We
will purchase Series Fund shares at net asset value in connection with
amounts allocated to the Sub-Accounts in accordance with your instructions,
and we will redeem Series Fund shares at net asset value for the purpose of
meeting the contractual obligations of the Variable Account, paying charges
relative to the Variable Account or making adjustments for annuity reserves
held in the Variable Account.
FINANCIAL STATEMENTS
The Financial Statements of Sun Life of Canada (U.S.) Variable
Account F for the year ended December 31, 1999 included in this Statement of
Additional Information have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report appearing herein, and are
included in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
<PAGE>
-9-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENT OF CONDITION -- December 31, 1999
<TABLE>
<CAPTION>
Assets:
Shares Cost Value
Investment in MFS/Sun Life Series Trust: ----------- -------------- ---------------
<S> <C> <C> <C>
Bond Series ("BDS")..................................... 5,032,859 $ 52,850,279 $ 52,118,351
Capital Appreciation Series ("CAS")..................... 33,928,098 1,362,292,998 1,836,044,559
Capital Opportunities Series ("COS").................... 17,497,220 291,825,538 428,787,357
Massachusetts Investors Trust Series ("MIT")............ 55,246,647 1,765,382,623 2,096,532,982
Emerging Growth Series ("EGS").......................... 33,617,464 657,067,915 1,354,009,677
Equity Income Series ("EIS")............................ 3,651,313 40,120,260 40,936,224
Emerging Markets Equity
Series ("FCE").......................................... 3,316,512 30,303,485 37,877,306
International Growth Series ("FCI")..................... 5,055,030 52,026,378 66,223,206
International Growth and Income Series ("FCG").......... 5,403,493 69,153,828 80,909,710
Government Securities Series ("GSS").................... 35,624,961 457,676,007 444,492,495
High Yield Series ("HYS")............................... 34,025,742 315,462,174 306,781,605
Managed Sectors Series ("MSS").......................... 12,025,505 345,925,544 630,396,157
Massachusetts Investors Growth Stock Series ("MIS")..... 32,967,162 416,945,277 531,800,703
Money Market Series ("MMS")............................. 454,908,455 454,908,455 454,908,455
New Discovery Series ("NWD")............................ 3,710,841 41,511,925 62,699,760
Research Series ("RES")................................. 43,297,368 826,432,303 1,195,623,218
Research Growth and Income Series ("RGS")............... 5,206,053 69,608,597 75,161,248
Research International Series ("RSS")................... 2,045,281 23,798,520 29,839,876
Strategic Income Series ("SIS")......................... 1,895,901 18,979,780 19,443,594
Total Return Series ("TRS")............................. 93,947,109 1,777,124,893 1,762,378,532
Utilities Series ("UTS")................................ 18,760,767 294,942,640 372,198,015
Global Asset Allocation Series ("GAA").................. 7,496,242 107,654,207 121,373,291
Global Governments Series ("GGS")....................... 6,514,585 72,392,490 66,878,866
Global Growth Series ("GGR")............................ 16,712,838 242,007,044 420,505,813
Global Total Return Series ("GTR")...................... 6,153,538 90,512,865 102,431,102
Strategic Growth Series ("SGS")......................... 755,126 8,085,971 9,158,291
-------------- ---------------
$9,884,991,996 $12,599,510,393
==============
Liability:
Payable to Sponsor...................................................................... (788,789)
---------------
Net Assets........................................................................ $12,598,721,604
===============
</TABLE>
<TABLE>
<CAPTION>
Applicable to Owners of
Deferred Variable Annuity Contracts Reserve for
------------------------------------- Variable
Units Unit Value Value Annuities Total
NET ASSETS APPLICABLE TO CONTRACT OWNERS: ---------- ---------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
MFS REGATTA CONTRACTS:
CAS -- Level 1......................... 22,958 $49.8052 $ 1,154,572 $ 82,807 $ 1,237,379
CAS -- Level 2......................... 7,847,274 20.1338 157,816,394 969,593 158,785,987
GSS -- Level 1......................... -- 17.3110 13,647 60,353 74,000
GSS -- Level 2......................... 2,795,724 11.1316 31,105,411 89,576 31,194,987
HYS -- Level 1......................... 165 23.0560 13,811 3,624 17,435
HYS -- Level 2......................... 1,075,336 11.7136 12,598,381 70,200 12,668,581
MSS -- Level 1......................... 5,113 55.3202 400,698 -- 400,698
MSS -- Level 2......................... 2,678,028 24.9629 66,652,102 199,948 66,852,050
MMS -- Level 1......................... 16,140 14.0901 423,113 21,042 444,155
MMS -- Level 2......................... 2,672,617 11.1554 29,564,107 218,878 29,782,985
TRS -- Level 1......................... 31,742 26.9360 870,926 26,274 897,200
TRS -- Level 2......................... 9,929,414 13.5253 134,236,171 1,163,409 135,399,580
GGS -- Level 1......................... 495 17.4756 20,251 -- 20,251
GGS -- Level 2......................... 630,136 10.4903 6,597,561 77,362 6,674,923
------------ ---------- ------------
$441,467,145 $2,983,066 $444,450,211
------------ ---------- ------------
</TABLE>
See notes to financial statements
<PAGE>
-10-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENT OF CONDITION -- December 31, 1999 -- continued
<TABLE>
<CAPTION>
Applicable to Owners of
Deferred Variable Annuity Contracts Reserve for
---------------------------------------- Variable
Units Unit Value Value Annuities Total
NET ASSETS APPLICABLE TO CONTRACT OWNERS (CONTINUED): ---------- ---------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
MFS REGATTA GOLD CONTRACTS:
BDS............................................. 2,085,322 $10.2650 $ 21,422,675 $ 196,994 $ 21,619,669
CAS............................................. 32,846,090 45.4986 1,494,201,625 8,076,446 1,502,278,071
COS............................................. 12,845,672 25.0521 321,822,832 370,891 322,193,723
MIT............................................. 49,201,899 33.5203 1,649,205,165 5,518,991 1,654,724,156
EGS............................................. 28,061,821 39.9489 1,121,085,030 2,395,699 1,123,480,729
EIS............................................. 1,301,166 10.9848 14,292,791 -- 14,292,791
FCE............................................. 2,761,034 11.2207 30,978,033 86,552 31,064,585
FCI............................................. 3,187,799 12.6829 40,432,352 49,086 40,481,438
FCG............................................. 4,509,596 15.2129 68,611,598 107,072 68,718,670
GSS............................................. 23,230,411 14.5981 339,182,656 1,242,278 340,424,934
HYS............................................. 12,537,119 18.9861 238,076,354 754,623 238,830,977
MSS............................................. 11,032,465 46.5671 513,184,584 1,768,278 514,952,862
MIS............................................. 11,985,320 16.0186 191,981,488 406,236 192,387,724
MMS............................................. 28,447,843 12.6229 359,153,095 1,693,460 360,846,555
NWD............................................. 1,599,416 16.6274 26,593,488 92,786 26,686,274
RES............................................. 35,935,779 29.0316 1,042,604,864 3,075,481 1,045,680,345
RGS............................................. 3,153,242 14.0374 44,265,738 118,955 44,384,693
RSS............................................. 1,114,581 14.2620 15,897,340 -- 15,897,340
SIS............................................. 892,490 12.1979 9,166,122 -- 9,166,122
TRS............................................. 62,923,966 22.4371 1,411,666,379 4,695,525 1,416,361,904
UTS............................................. 9,588,408 28.5407 273,652,266 1,182,207 274,834,473
GAA............................................. 6,188,330 18.4932 114,469,945 607,231 115,077,176
GGS............................................. 3,941,088 14.2506 56,177,676 377,322 56,554,998
GGR............................................. 13,513,835 29.1523 393,951,878 1,153,770 395,105,648
GTR............................................. 4,907,545 18.3636 90,121,960 555,833 90,677,793
SGS............................................. 558,856 12.1979 6,814,708 -- 6,814,708
-------------- ----------- --------------
$9,889,012,642 $34,525,716 $9,923,538,358
-------------- ----------- --------------
</TABLE>
See notes to financial statements
<PAGE>
-11-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENT OF CONDITION -- December 31, 1999 -- continued
<TABLE>
<CAPTION>
Applicable to Owners of
Deferred Variable Annuity Contracts Reserve for
------------------------------------- Variable
Units Unit Value Value Annuities Total
NET ASSETS APPLICABLE TO CONTRACT OWNERS (CONTINUED): --------- ---------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
MFS REGATTA CLASSIC CONTRACTS:
BDS................................................. 48,210 $10.1232 $ 487,954 $-- $ 487,954
CAS................................................. 643,838 20.0351 12,896,639 -- 12,896,639
COS................................................. 450,750 23.3171 10,503,243 -- 10,503,243
MIT................................................. 1,467,541 16.6602 24,441,075 572 24,441,647
EGS................................................. 1,130,669 26.4915 29,945,574 -- 29,945,574
EIS................................................. 74,460 11.2502 837,571 -- 837,571
FCE................................................. 72,781 11.8522 862,731 -- 862,731
FCI................................................. 98,698 13.1278 1,294,861 -- 1,294,861
FCG................................................. 89,652 14.7561 1,320,980 -- 1,320,980
GSS................................................. 282,054 11.1508 3,151,398 -- 3,151,398
HYS................................................. 312,392 11.8516 3,700,989 -- 3,700,989
MSS................................................. 305,995 24.2876 7,430,811 -- 7,430,811
MIS................................................. 501,609 16.0843 8,069,796 -- 8,069,796
MMS................................................. 1,078,121 11.1757 12,051,351 -- 12,051,351
NWD................................................. 99,057 16.6956 1,654,206 -- 1,654,206
RES................................................. 963,271 17.5948 16,945,380 -- 16,945,380
RGS................................................. 74,418 13.8731 1,032,103 -- 1,032,103
RSS................................................. 28,986 16.8662 488,903 -- 488,903
SIS................................................. 22,950 11.2108 234,390 -- 234,390
TRS................................................. 1,987,855 13.3948 26,626,717 1,085 26,627,802
UTS................................................. 356,269 19.2810 6,862,785 -- 6,862,785
GAA................................................. 43,343 13.5725 588,958 -- 588,958
GGS................................................. 42,362 10.7398 454,905 -- 454,905
GGR................................................. 135,881 21.3313 2,897,127 -- 2,897,127
GTR................................................. 118,027 14.0077 1,652,891 597 1,653,488
SGS................................................. 5,701 11.2108 63,889 -- 63,889
------------ ------ ------------
$176,497,227 $2,254 $176,499,481
------------ ------ ------------
</TABLE>
See notes to financial statements
<PAGE>
-12-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENT OF CONDITION -- December 31, 1999 -- continued
<TABLE>
<CAPTION>
Applicable to Owners of
Deferred Variable Annuity Contracts Reserve for
----------------------------------------- Variable
Units Unit Value Value Annuities Total
NET ASSETS APPLICABLE TO CONTRACT OWNERS (CONTINUED): ---------- ---------- --------------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
MFS REGATTA PLATINUM CONTRACTS:
BDS............................................ 2,970,448 $10.0963 $ 29,994,338 $ 6,370 $ 30,000,708
CAS............................................ 10,770,738 14.8295 159,713,722 855,329 160,569,051
COS............................................ 6,088,167 15.7265 95,743,651 288,540 96,032,191
MIT............................................ 36,443,681 11.4075 415,739,367 1,814,868 417,554,235
EGS............................................ 9,952,208 20.0771 199,806,631 871,934 200,678,565
EIS............................................ 2,322,545 11.1059 25,793,127 12,558 25,805,685
FCE............................................ 471,834 12.2711 5,788,888 156,525 5,945,413
FCI............................................ 1,960,439 12.4412 24,389,553 44,137 24,433,690
FCG............................................ 904,331 11.9538 10,809,507 47,556 10,857,063
GSS............................................ 6,917,529 10.0675 69,644,205 151,558 69,795,763
HYS............................................ 5,126,512 10.0101 51,279,436 228,601 51,508,037
MSS............................................ 2,096,399 19.3732 40,613,386 30,902 40,644,288
MIS............................................ 20,741,206 15.9430 330,672,742 615,728 331,288,470
MMS............................................ 4,848,739 10.5145 50,985,070 534,768 51,519,838
NWD............................................ 2,064,540 16.4450 33,951,877 358,408 34,310,285
RES............................................ 9,822,632 13.4883 132,488,128 436,882 132,925,010
RGS............................................ 2,692,647 11.0284 29,696,208 46,181 29,742,389
RSS............................................ 914,188 14.4906 13,247,136 206,497 13,453,633
SIS............................................ 987,192 12.0212 10,043,082 -- 10,043,082
TRS............................................ 17,437,345 10.4327 181,919,827 855,857 182,775,684
UTS............................................ 6,397,913 14.1367 90,458,930 61,616 90,520,546
GAA............................................ 502,791 11.3461 5,704,516 -- 5,704,516
GGS............................................ 301,714 10.5290 3,174,978 20,740 3,195,718
GGR............................................ 1,328,571 16.9623 22,535,111 -- 22,535,111
GTR............................................ 901,334 11.1787 10,076,998 37,891 10,114,889
SGS............................................ 189,701 12.0212 2,279,694 -- 2,279,694
--------------- ----------- ---------------
$ 2,046,550,108 $ 7,683,446 $ 2,054,233,554
--------------- ----------- ---------------
Net Assets................................................................ $12,553,527,122 $45,194,482 $12,598,721,604
=============== =========== ===============
</TABLE>
See notes to financial statements
<PAGE>
-13-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENT OF OPERATIONS -- Year Ended December 31, 1999
<TABLE>
<CAPTION>
BDS CAS COS MIT EGS EIS
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account
------------ ------------- ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received.......... $ 456,185 $ 165,042,350 $ 5,266,720 $ 142,902,581 $ 12,001,599 $ 47,820
Mortality and expense risk
charges......................... (464,791) (18,362,496) (3,268,957) (23,586,223) (10,306,327) (282,553)
Distribution expense charges..... -- (5,941) -- -- -- --
Administrative expense charges... (55,942) (2,200,044) (394,335) (2,836,395) (1,242,331) (34,088)
----------- ------------- ------------ ------------- ------------ -----------
Net investment income
(loss)...................... $ (64,548) $ 144,473,869 $ 1,603,428 $ 116,479,963 $ 452,941 $ (268,821)
----------- ------------- ------------ ------------- ------------ -----------
REALIZED AND UNREALIZED GAINS
(LOSSES):
Realized gains (losses) on
investment transactions:
Proceeds from sales............ $ 9,550,320 $ 450,572,346 $ 29,745,130 $ 233,601,157 $137,754,613 $ 9,351,165
Cost of investments sold....... (9,570,915) (344,857,604) (19,530,316) (117,395,546) (77,682,913) (8,400,487)
----------- ------------- ------------ ------------- ------------ -----------
Net realized gains
(losses).................... $ (20,595) $ 105,714,742 $ 10,214,814 $ 116,205,611 $ 60,071,700 $ 950,678
----------- ------------- ------------ ------------- ------------ -----------
Net unrealized appreciation
(depreciation) on investments:
End of year.................... $ (731,928) $ 473,751,561 $136,961,819 $ 331,150,359 $696,941,762 $ 815,964
Beginning of year.............. 286,002 287,338,195 32,482,750 452,834,707 194,893,156 595,356
----------- ------------- ------------ ------------- ------------ -----------
Change in unrealized
appreciation
(depreciation).............. $(1,017,930) $ 186,413,366 $104,479,069 $(121,684,348) $502,048,606 $ 220,608
----------- ------------- ------------ ------------- ------------ -----------
Realized and unrealized gains
(losses)...................... $(1,038,525) $ 292,128,108 $114,693,883 $ (5,478,737) $562,120,306 $ 1,171,286
----------- ------------- ------------ ------------- ------------ -----------
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS................... $(1,103,073) $ 436,601,977 $116,297,311 $ 111,001,226 $562,573,247 $ 902,465
=========== ============= ============ ============= ============ ===========
</TABLE>
See notes to financial statements
<PAGE>
-14-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENT OF OPERATIONS -- Year Ended December 31, 1999 -- continued
<TABLE>
<CAPTION>
FCE FCI FCG GSS
Sub-Account Sub-Account Sub-Account Sub-Account
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received.......... $ -- $ 216,260 $ 2,184,611 $ 21,618,169
Mortality and expense risk
charges......................... (298,005) (549,216) (885,975) (5,311,042)
Distribution expense charges..... -- -- -- (1,545)
Administrative expense charges... (35,925) (66,290) (106,818) (636,791)
------------ ------------ ------------- -------------
Net investment income
(loss)...................... $ (333,930) $ (399,246) $ 1,191,818 $ 15,668,791
------------ ------------ ------------- -------------
REALIZED AND UNREALIZED GAINS
(LOSSES):
Realized gains(losses) on
investment transactions:
Proceeds from sales............ $ 13,945,514 $ 30,960,149 $ 106,011,361 $ 115,563,467
Cost of investments sold....... (15,674,700) (29,356,563) (100,713,204) (118,246,571)
------------ ------------ ------------- -------------
Net realized gains
(losses).................... $ (1,729,186) $ 1,603,586 $ 5,298,157 $ (2,683,104)
------------ ------------ ------------- -------------
Net unrealized appreciation
(depreciation) on investments:
End of year.................... $ 7,573,821 $ 14,196,828 $ 11,755,882 $ (13,183,512)
Beginning of year.............. (5,357,496) (519,445) 6,495,614 14,106,863
------------ ------------ ------------- -------------
Change in unrealized
appreciation
(depreciation).............. $ 12,931,317 $ 14,716,273 $ 5,260,268 $ (27,290,375)
------------ ------------ ------------- -------------
Realized and unrealized gains
(losses)...................... $ 11,202,131 $ 16,319,859 $ 10,558,425 $ (29,973,479)
------------ ------------ ------------- -------------
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS................... $ 10,868,201 $ 15,920,613 $ 11,750,243 $ (14,304,688)
============ ============ ============= =============
<CAPTION>
HYS MSS
Sub-Account Sub-Account
------------- --------------
<S> <C> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received.......... $ 24,714,357 $ --
Mortality and expense risk
charges......................... (3,694,316) (4,726,197)
Distribution expense charges..... (565) (1,871)
Administrative expense charges... (443,843) (566,272)
------------- ------------
Net investment income
(loss)...................... $ 20,575,633 $ (5,294,340)
------------- ------------
REALIZED AND UNREALIZED GAINS
(LOSSES):
Realized gains(losses) on
investment transactions:
Proceeds from sales............ $ 131,860,091 $ 88,894,001
Cost of investments sold....... (135,709,620) (72,940,290)
------------- ------------
Net realized gains
(losses).................... $ (3,849,529) $ 15,953,711
------------- ------------
Net unrealized appreciation
(depreciation) on investments:
End of year.................... $ (8,680,569) $284,470,613
Beginning of year.............. (7,980,287) 16,729,347
------------- ------------
Change in unrealized
appreciation
(depreciation).............. $ (700,282) $267,741,266
------------- ------------
Realized and unrealized gains
(losses)...................... $ (4,549,811) $283,694,977
------------- ------------
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS................... $ 16,025,822 $278,400,637
============= ============
</TABLE>
See notes to financial statements
<PAGE>
-15-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENT OF OPERATIONS -- Year Ended December 31, 1999 -- continued
<TABLE>
<CAPTION>
MIS MMS NWD RES
Sub-Account Sub-Account Sub-Account Sub-Account
------------ ------------- ----------- ------------
<S> <C> <C> <C> <C>
INCOME AND EXPENSES:
Dividend income and capital
gain distributions
received.................... $ 3,086,853 $ 20,077,131 $ 133,721 $ 33,877,219
Mortality and expense risk
charges..................... (3,219,139) (5,364,185) (334,655) (12,526,374)
Distribution expense
charges..................... -- (1,353) -- --
Administrative expense
charges..................... (387,637) (644,685) (40,408) (1,507,388)
------------ ------------- ----------- ------------
Net investment income
(loss).................. $ (519,923) $ 14,066,908 $ (241,342) $ 19,843,457
------------ ------------- ----------- ------------
REALIZED AND UNREALIZED GAINS
(LOSSES):
Realized gains (losses) on
investment transactions:
Proceeds from sales........ $ 28,678,591 $ 681,042,524 $ 7,761,195 $126,485,068
Cost of investments sold... (22,458,189) (681,042,524) (6,405,814) (74,939,328)
------------ ------------- ----------- ------------
Net realized gains
(losses)................ $ 6,220,402 $ -- $ 1,355,381 $ 51,545,740
------------ ------------- ----------- ------------
Net unrealized appreciation
(depreciation) on
investments:
End of year................ $114,855,426 $ -- $21,187,835 $369,190,915
Beginning of year.......... 11,412,175 -- 1,504,013 222,195,462
------------ ------------- ----------- ------------
Change in unrealized
appreciation
(depreciation).......... $103,443,251 $ -- $19,683,822 $146,995,453
------------ ------------- ----------- ------------
Realized and unrealized
gains (losses)............ $109,663,653 $ -- $21,039,203 $198,541,193
------------ ------------- ----------- ------------
INCREASE (DECREASE) IN NET
ASSETS FROM OPERATIONS........ $109,143,730 $ 14,066,908 $20,797,861 $218,384,650
============ ============= =========== ============
<CAPTION>
RGS RSS SIS
Sub-Account Sub-Account Sub-Account
------------ ------------ -----------
<S> <C> <C> <C>
INCOME AND EXPENSES:
Dividend income and capital
gain distributions
received................... $ 184,713 $ 1,911 $ 271,924
Mortality and expense risk
charges.................... (718,747) (128,399) (168,321)
Distribution expense
charges.................... -- -- --
Administrative expense
charges.................... (86,537) (15,455) (20,234)
------------ ------------ -----------
Net investment income
(loss)................. $ (620,571) $ (141,943) $ 83,369
------------ ------------ -----------
REALIZED AND UNREALIZED GAINS
(LOSSES):
Realized gains (losses) on
investment transactions:
Proceeds from sales....... $ 13,728,018 $ 13,408,569 $ 2,528,947
Cost of investments sold.. (11,746,493) (11,896,704) (2,439,032)
------------ ------------ -----------
Net realized gains
(losses)............... $ 1,981,525 $ 1,511,865 $ 89,915
------------ ------------ -----------
Net unrealized appreciation
(depreciation) on
investments:
End of year............... $ 5,552,651 $ 6,041,356 $ 463,814
Beginning of year......... 3,487,391 126,682 217,175
------------ ------------ -----------
Change in unrealized
appreciation
(depreciation)......... $ 2,065,260 $ 5,914,674 $ 246,639
------------ ------------ -----------
Realized and unrealized
gains (losses)........... $ 4,046,785 $ 7,426,539 $ 336,554
------------ ------------ -----------
INCREASE (DECREASE) IN NET
ASSETS FROM OPERATIONS....... $ 3,426,214 $ 7,284,596 $ 419,923
============ ============ ===========
</TABLE>
See notes to financial statements
<PAGE>
-16-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENT OF OPERATIONS -- Year Ended December 31, 1999 -- continued
<TABLE>
<CAPTION>
TRS UTS GAA GGS
Sub-Account Sub-Account Sub-Account Sub-Account
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received.......... $ 269,625,863 $ 28,611,367 $ 6,409,041 $ 9,343,075
Mortality and expense risk
charges......................... (22,286,255) (3,306,043) (1,427,773) (953,326)
Distribution expense charges..... (10,220) -- -- (422)
Administrative expense charges... (2,671,814) (397,938) (171,521) (114,118)
------------- ------------ ------------ ------------
Net investment income
(loss)...................... $ 244,657,574 $ 24,907,386 $ 4,809,747 $ 8,275,209
------------- ------------ ------------ ------------
REALIZED AND UNREALIZED GAINS
(LOSSES):
Realized gains (losses) on
investment transactions:
Proceeds from sales............ $ 357,231,982 $ 34,366,900 $ 29,474,177 $ 26,696,851
Cost of investments sold....... (313,675,798) (23,665,238) (26,588,874) (28,476,289)
------------- ------------ ------------ ------------
Net realized gains
(losses).................... $ 43,556,184 $ 10,701,662 $ 2,885,303 $ (1,779,438)
------------- ------------ ------------ ------------
Net unrealized appreciation
(depreciation) on investments:
End of year.................... $ (14,746,361) $ 77,255,375 $ 13,719,084 $ (5,513,624)
Beginning of year.............. 247,870,707 34,293,510 3,446,679 6,569,807
------------- ------------ ------------ ------------
Change in unrealized
appreciation
(depreciation).............. $(262,617,068) $ 42,961,865 $ 10,272,405 $(12,083,431)
------------- ------------ ------------ ------------
Realized and unrealized gains
(losses)...................... $(219,060,884) $ 53,663,527 $ 13,157,708 $(13,862,869)
------------- ------------ ------------ ------------
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS................... $ 25,596,690 $ 78,570,913 $ 17,967,455 $ (5,587,660)
============= ============ ============ ============
<CAPTION>
GGR GTR SGS
Sub-Account Sub-Account Sub-Account(b)
------------ -------------- --------------
<S> <C> <C> <C>
INCOME AND EXPENSES:
Dividend income and capital gain
distributions received.......... $ 10,725,752 $ 7,230,240 $ --
Mortality and expense risk
charges......................... (3,549,051) (1,188,320) (7,136)
Distribution expense charges..... -- -- --
Administrative expense charges... (426,441) (143,007) (858)
------------ ------------ ----------
Net investment income
(loss)...................... $ 6,750,260 $ 5,898,913 $ (7,994)
------------ ------------ ----------
REALIZED AND UNREALIZED GAINS
(LOSSES):
Realized gains (losses) on
investment transactions:
Proceeds from sales............ $ 44,112,521 $ 16,770,599 $ 151,707
Cost of investments sold....... (31,638,209) (13,273,072) (493,571)
------------ ------------ ----------
Net realized gains
(losses).................... $ 12,474,312 $ 3,497,527 $ (341,864)
------------ ------------ ----------
Net unrealized appreciation
(depreciation) on investments:
End of year.................... $178,498,769 $ 11,918,237 $1,072,320
Beginning of year.............. 33,369,072 14,614,468 --
------------ ------------ ----------
Change in unrealized
appreciation
(depreciation).............. $145,129,697 $ (2,696,231) $1,072,320
------------ ------------ ----------
Realized and unrealized gains
(losses)...................... $157,604,009 $ 801,296 $ 730,456
------------ ------------ ----------
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS................... $164,354,269 $ 6,700,209 $ 722,462
============ ============ ==========
</TABLE>
(b) For the period November 5, 1999 (commencement of operations of Sub-Account)
through December 31, 1999.
See notes to financial statements
<PAGE>
-17-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
BDS CAS COS
Sub-Account Sub-Account Sub-Account
----------------------------- ------------------------------- -----------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31, December 31,
1999 1998(a) 1999 1998 1999 1998
------------- ------------- -------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income
(loss)....................... $ (64,548) $ (82,271) $ 144,473,869 $ 128,215,244 $ 1,603,428 $ 3,637,491
Net realized gains (losses)... (20,595) 216,410 105,714,742 66,702,495 10,214,814 5,170,487
Net unrealized gains
(losses)..................... (1,017,930) 286,002 186,413,366 121,369,200 104,479,069 20,631,668
----------- ----------- -------------- -------------- ------------ ------------
Increase (Decrease) in net
assets from operations... $(1,103,073) $ 420,141 $ 436,601,977 $ 316,286,939 $116,297,311 $ 29,439,646
----------- ----------- -------------- -------------- ------------ ------------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments
received................... $11,283,792 $ 9,875,456 $ 76,869,793 $ 107,933,141 $ 42,581,763 $ 38,230,487
Net transfers between
Sub-Accounts and Fixed
Account.................... 26,002,672 9,534,568 2,132,992 47,848,492 100,363,903 40,051,430
Withdrawals, surrenders,
annuitizations and contract
charges.................... (3,714,192) (395,676) (174,746,999) (114,794,853) (18,079,962) (7,541,790)
----------- ----------- -------------- -------------- ------------ ------------
Net accumulation
activity................. $33,572,272 $19,014,348 $ (95,744,214) $ 40,986,780 $124,865,704 $ 70,740,127
----------- ----------- -------------- -------------- ------------ ------------
Annuitization Activity:
Annuitizations.............. $ 79,698 $ 164,170 $ 1,893,718 $ 1,220,067 $ 359,014 $ 142,386
Annuity payments and
contract charges........... (25,302) (3,903) (1,271,221) (1,025,009) (143,073) (46,545)
Net Transfers between
Sub-Accounts............... -- -- 109,831 (41,318) 33,759 25,440
Adjustments to annuity
reserves................... 2,648 (12,668) (272,714) (88,123) (43,544) (10,400)
----------- ----------- -------------- -------------- ------------ ------------
Net annuitization
activity................. $ 57,044 $ 147,599 $ 459,614 $ 65,617 $ 206,156 $ 110,881
----------- ----------- -------------- -------------- ------------ ------------
Increase (Decrease) in net
assets from contract owner
transactions................. $33,629,316 $19,161,947 $ (95,284,600) $ 41,052,397 $125,071,860 $ 70,851,008
----------- ----------- -------------- -------------- ------------ ------------
Increase (Decrease) in net
assets..................... $32,526,243 $19,582,088 $ 341,317,377 $ 357,339,336 $241,369,171 $100,290,654
NET ASSETS:
Beginning of year............. 19,582,088 -- 1,494,449,750 1,137,110,414 187,359,986 87,069,332
----------- ----------- -------------- -------------- ------------ ------------
End of year................... $52,108,331 $19,582,088 $1,835,767,127 $1,494,449,750 $428,729,157 $187,359,986
=========== =========== ============== ============== ============ ============
</TABLE>
(a) For the period May 6, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
See notes to financial statements
<PAGE>
-18-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
MIT EGS EIS
Sub-Account Sub-Account Sub-Account
------------------------------- ----------------------------- ---------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31, December 31,
1999 1998 1999 1998 1999 1998(a)
-------------- -------------- -------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss).... $ 116,479,963 $ 74,447,584 $ 452,941 $ 11,234,121 $ (268,821) $ (31,884)
Net realized gains (losses)..... 116,205,611 33,652,751 60,071,700 22,519,902 950,678 (117,486)
Net unrealized gains (losses)... (121,684,348) 167,450,974 502,048,606 124,900,453 220,608 595,356
-------------- -------------- -------------- ------------ ----------- ----------
Increase (Decrease) in net
assets from operations..... $ 111,001,226 $ 275,551,309 $ 562,573,247 $158,654,476 $ 902,465 $ 445,986
-------------- -------------- -------------- ------------ ----------- ----------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments received.... $ 200,798,865 $ 265,107,890 $ 72,378,390 $ 90,838,283 $11,769,375 $4,758,335
Net transfers between
Sub-Accounts and Fixed
Account...................... 215,949,849 206,082,223 80,609,004 40,488,353 22,083,804 3,493,264
Withdrawals, surrenders,
annuitizations and contract
charges...................... (159,633,917) (88,307,981) (63,348,442) (30,769,813) (2,323,339) (205,828)
-------------- -------------- -------------- ------------ ----------- ----------
Net accumulation activity... $ 257,114,797 $ 382,882,132 $ 89,638,952 $100,556,823 $31,529,840 $8,045,771
-------------- -------------- -------------- ------------ ----------- ----------
Annuitization Activity:
Annuitizations................ $ 2,805,581 $ 2,012,633 $ 1,166,495 $ 453,478 $ 12,343 $ --
Annuity payments and contract
charges...................... (993,419) (713,563) (240,170) (113,219) (181) --
Net Transfers between
Sub-Accounts................. (31,426) (116,539) 24,221 (5,495) -- --
Adjustments to annuity
reserves..................... (68,461) 265,082 (5,370) 128,245 (177) --
-------------- -------------- -------------- ------------ ----------- ----------
Net annuitization
activity................... $ 1,712,275 $ 1,447,613 $ 945,176 $ 463,009 $ 11,985 $ --
-------------- -------------- -------------- ------------ ----------- ----------
Increase (Decrease) in net
assets from contract owner
transactions................... $ 258,827,072 $ 384,329,745 $ 90,584,128 $101,019,832 $31,541,825 $8,045,771
-------------- -------------- -------------- ------------ ----------- ----------
Increase (Decrease) in net
assets......................... $ 369,828,298 $ 659,881,054 $ 653,157,375 $259,674,308 $32,444,290 $8,491,757
NET ASSETS:
Beginning of year............... 1,726,891,740 1,067,010,686 700,947,493 441,273,185 8,491,757 --
-------------- -------------- -------------- ------------ ----------- ----------
End of year..................... $2,096,720,038 $1,726,891,740 $1,354,104,868 $700,947,493 $40,936,047 $8,491,757
============== ============== ============== ============ =========== ==========
</TABLE>
(a) For the period May 6, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
See notes to financial statements
<PAGE>
-19-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
FCE FCI FCG
Sub-Account Sub-Account Sub-Account
--------------------------- --------------------------- ---------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31, December 31,
1999 1998 1999 1998 1999 1998
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss).......... $ (333,930) $ 467,717 $ (399,246) $ (101,894) $ 1,191,818 $ 1,045,909
Net realized gains (losses)........... (1,729,186) (4,423,657) 1,603,586 (134,106) 5,298,157 5,611,522
Net unrealized gains (losses)......... 12,931,317 (3,684,076) 14,716,273 (101,433) 5,260,268 4,069,821
----------- ----------- ----------- ----------- ----------- -----------
Increase (Decrease) in net assets
from operations.................. $10,868,201 $(7,640,016) $15,920,613 $ (337,433) $11,750,243 $10,727,252
----------- ----------- ----------- ----------- ----------- -----------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments received.......... $ 2,257,666 $ 2,734,886 $ 7,721,195 $ 8,231,578 $ 4,415,080 $ 7,721,923
Net transfers between Sub-Accounts
and Fixed Account.................. 10,148,747 (1,032,098) 10,540,394 5,579,377 (1,761,772) 8,246,837
Withdrawals, surrenders,
annuitizations and contract
charges............................ (2,575,449) (897,534) (3,292,901) (1,479,723) (5,447,333) (4,121,150)
----------- ----------- ----------- ----------- ----------- -----------
Net accumulation activity......... $ 9,830,964 $ 805,254 $14,968,688 $12,331,232 $(2,794,025) $11,847,610
----------- ----------- ----------- ----------- ----------- -----------
Annuitization Activity:
Annuitizations...................... $ 154,638 $ 3,586 $ 39,173 $ 1,716 $ 59,613 $ 34,551
Annuity payments and contract
charges............................ (8,635) (7,084) (9,967) (5,621) (14,579) (28,601)
Net transfers between
Sub-Accounts....................... 54,153 -- -- -- -- (17,030)
Adjustments to annuity reserves..... (3,330) 218 (15,216) 2,415 (4,391) (10,148)
----------- ----------- ----------- ----------- ----------- -----------
Net annuitization activity........ $ 196,826 $ (3,280) $ 13,990 $ (1,490) $ 40,643 $ (21,228)
----------- ----------- ----------- ----------- ----------- -----------
Increase (Decrease) in net assets from
contract owner transactions.......... $10,027,790 $ 801,974 $14,982,678 $12,329,742 $(2,753,382) $11,826,382
----------- ----------- ----------- ----------- ----------- -----------
Increase (Decrease) in net assets..... $20,895,991 $(6,838,042) $30,903,291 $11,992,309 $ 8,996,861 $22,553,634
NET ASSETS:
Beginning of year..................... 16,976,738 23,814,780 35,306,698 23,314,389 71,899,852 49,346,218
----------- ----------- ----------- ----------- ----------- -----------
End of year........................... $37,872,729 $16,976,738 $66,209,989 $35,306,698 $80,896,713 $71,899,852
=========== =========== =========== =========== =========== ===========
</TABLE>
See notes to financial statements
<PAGE>
-20-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
GSS HYS MSS
Sub-Account Sub-Account Sub-Account
------------------------------- ------------------------------- -------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31, December 31,
1999 1998 1999 1998 1999 1998
---------------- ------------ ---------------- ------------ ---------------- ------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income
(loss)................... $ 15,668,791 $ 15,055,335 $ 20,575,633 $ 13,760,883 $ (5,294,340) $ 45,005,946
Net realized gains
(losses)................. (2,683,104) 7,944,827 (3,849,529) 4,744,016 15,953,711 11,481,102
Net unrealized gains
(losses)................. (27,290,375) 2,813,782 (700,282) (20,640,207) 267,741,266 (23,796,460)
------------ ------------ ------------ ------------ ------------ ------------
Increase (Decrease) in
net assets from
operations........... $(14,304,688) $ 25,813,944 $ 16,025,822 $ (2,135,308) $278,400,637 $ 32,690,588
------------ ------------ ------------ ------------ ------------ ------------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments
received............... $ 26,767,871 $ 33,941,912 $ 20,195,648 $ 54,795,963 $ 16,920,035 $ 22,720,393
Net transfers between
Sub-Accounts and Fixed
Account................ 91,170,433 49,410,266 20,734,522 20,587,340 52,096,752 (5,210,223)
Withdrawals, surrenders,
annuitizations and
contract charges....... (59,337,154) (40,854,521) (36,583,190) (24,841,987) (51,120,379) (28,997,564)
------------ ------------ ------------ ------------ ------------ ------------
Net accumulation
activity............. $ 58,601,150 $ 42,497,657 $ 4,346,980 $ 50,541,316 $ 17,896,408 $(11,487,394)
------------ ------------ ------------ ------------ ------------ ------------
Annuitization Activity:
Annuitizations.......... $ 665,654 $ 1,080,791 $ 333,040 $ 514,021 $ 135,661 $ 360,666
Annuity payments and
contract charges....... (452,725) (563,274) (295,312) (301,855) (320,573) (278,169)
Net transfers between
Sub-Accounts........... (3,904) (10,317) -- -- 118,980 (6,870)
Adjustments to annuity
reserves............... (4,610) 17,162 (22,546) 44,449 (51,415) (3,336)
------------ ------------ ------------ ------------ ------------ ------------
Net annuitization
activity............. $ 204,415 $ 524,362 $ 15,182 $ 256,615 $ (117,347) $ 72,291
------------ ------------ ------------ ------------ ------------ ------------
Increase (Decrease) in net
assets from contract
owner transactions....... $ 58,805,565 $ 43,022,019 $ 4,362,162 $ 50,797,931 $ 17,779,061 $(11,415,103)
------------ ------------ ------------ ------------ ------------ ------------
Increase (Decrease) in
net assets............. $ 44,500,877 $ 68,835,963 $ 20,387,984 $ 48,662,623 $296,179,698 $ 21,275,485
NET ASSETS:
Beginning of year......... 400,140,205 331,304,242 286,338,035 237,675,412 334,101,011 312,825,526
------------ ------------ ------------ ------------ ------------ ------------
End of year............... $444,641,082 $400,140,205 $306,726,019 $286,338,035 $630,280,709 $334,101,011
============ ============ ============ ============ ============ ============
</TABLE>
See notes to financial statements
<PAGE>
-21-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
MIS MMS NWD
Sub-Account Sub-Account Sub-Account
----------------------------- ----------------------------- -----------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31, December 31,
1999 1998(a) 1999 1998 1999 1998(a)
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss).... $ (519,923) $ (277,915) $ 14,066,908 $ 12,464,454 $ (241,342) $ (55,628)
Net realized gains (losses)..... 6,220,402 290,620 -- -- 1,355,381 (77,926)
Net unrealized gains (losses)... 103,443,251 11,412,175 -- -- 19,683,822 1,504,013
------------ ----------- ------------- ------------- ----------- -----------
Increase (Decrease) in net
assets from operations..... $109,143,730 $11,424,880 $ 14,066,908 $ 12,464,454 $20,797,861 $ 1,370,459
------------ ----------- ------------- ------------- ----------- -----------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments received.... $137,436,213 $42,898,409 $ 77,465,420 $ 84,539,955 $10,051,271 $ 5,928,260
Net transfers between
Sub-Accounts and Fixed
Account...................... 223,731,514 27,944,745 176,379,832 205,348,459 20,319,479 6,269,724
Withdrawals, surrenders,
annuitizations and contract
charges...................... (20,457,443) (1,223,987) (230,737,769) (180,586,976) (2,113,261) (345,722)
------------ ----------- ------------- ------------- ----------- -----------
Net accumulation activity... $340,710,284 $69,619,167 $ 23,107,483 $ 109,301,438 $28,257,489 $11,852,262
------------ ----------- ------------- ------------- ----------- -----------
Annuitization Activity:
Annuitizations................ $ 755,518 $ 158,201 $ 1,593,879 $ 1,223,366 $ 339,593 $ 59,889
Annuity payments and contract
charges...................... (48,148) (10,253) (347,973) (267,886) (15,934) (3,118)
Net transfers between
Sub-Accounts................. 47,324 -- (646,987) (4,847) 41,259 --
Adjustments to annuity
reserves..................... (53,623) (1,090) (33,773) (38,667) (46,627) (2,368)
------------ ----------- ------------- ------------- ----------- -----------
Net annuitization
activity................... $ 701,071 $ 146,858 $ 565,146 $ 911,966 $ 318,291 $ 54,403
------------ ----------- ------------- ------------- ----------- -----------
Increase (Decrease) in net
assets from contract owner
transactions................... $341,411,355 $69,766,025 $ 23,672,629 $ 110,213,404 $28,575,780 $11,906,665
------------ ----------- ------------- ------------- ----------- -----------
Increase (Decrease) in net
assets....................... $450,555,085 $81,190,905 $ 37,739,537 $ 122,677,858 $49,373,641 $13,277,124
NET ASSETS:
Beginning of year............... 81,190,905 -- 416,905,347 294,227,489 13,277,124 --
------------ ----------- ------------- ------------- ----------- -----------
End of year..................... $531,745,990 $81,190,905 $ 454,644,884 $ 416,905,347 $62,650,765 $13,277,124
============ =========== ============= ============= =========== ===========
</TABLE>
(a) For the period May 6, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
See notes to financial statements
<PAGE>
-22-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
RES RGS RSS
Sub-Account Sub-Account Sub-Account
----------------------------- --------------------------- ---------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31, December 31,
1999 1998 1999 1998 1999 1998(a)
-------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss)........ $ 19,843,457 $ 22,892,997 $ (620,571) $ (196,955) $ (141,943) $ (15,398)
Net realized gains (losses)......... 51,545,740 21,973,914 1,981,525 513,010 1,511,865 (94,970)
Net unrealized gains (losses)....... 146,995,453 110,904,687 2,065,260 3,223,975 5,914,674 126,682
-------------- ------------ ----------- ----------- ----------- ----------
Increase (Decrease) in net
assets from operations......... $ 218,384,650 $155,771,598 $ 3,426,214 $ 3,540,030 $ 7,284,596 $ 16,314
-------------- ------------ ----------- ----------- ----------- ----------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments received........ $ 60,172,716 $103,921,694 $12,282,216 $13,378,132 $ 4,475,044 $2,275,775
Net transfers between Sub-Accounts
and Fixed Account................ 46,692,915 82,986,033 27,754,724 14,755,314 15,355,290 1,268,571
Withdrawals, surrenders,
annuitizations and contract
charges.......................... (78,027,604) (44,188,615) (4,602,039) (1,413,449) (1,000,866) (41,350)
-------------- ------------ ----------- ----------- ----------- ----------
Net accumulation activity....... $ 28,838,027 $142,719,112 $35,434,901 $26,719,997 $18,829,468 $3,502,996
-------------- ------------ ----------- ----------- ----------- ----------
Annuitization Activity:
Annuitizations.................... $ 727,314 $ 452,588 $ 45,656 $ 73,112 $ 206,502 $ --
Annuity payments and contract
charges.......................... (340,066) (211,454) (22,411) (12,398) -- --
Net transfers between
Sub-Accounts..................... 45,500 34,374 -- 58,620 -- --
Adjustments to annuity reserves... (116,242) (35,852) 646 (2,709) -- --
-------------- ------------ ----------- ----------- ----------- ----------
Net annuitization activity...... $ 316,506 $ 239,656 $ 23,891 $ 116,625 $ 206,502 $ --
-------------- ------------ ----------- ----------- ----------- ----------
Increase (Decrease) in net assets
from contract owner transactions... $ 29,154,533 $142,958,768 $35,458,792 $26,836,622 $19,035,970 $3,502,996
-------------- ------------ ----------- ----------- ----------- ----------
Increase (Decrease) in net assets... $ 247,539,183 $298,730,366 $38,885,006 $30,376,652 $26,320,566 $3,519,310
NET ASSETS:
Beginning of year................... 948,011,552 649,281,186 36,274,179 5,897,527 3,519,310 --
-------------- ------------ ----------- ----------- ----------- ----------
End of year......................... $1,195,550,735 $948,011,552 $75,159,185 $36,274,179 $29,839,876 $3,519,310
============== ============ =========== =========== =========== ==========
</TABLE>
(a) For the period May 6, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
See notes to financial statements
<PAGE>
-23-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
SIS TRS UTS
Sub-Account Sub-Account Sub-Account
----------------------------- ------------------------------- -----------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31, December 31,
1999 1998(a) 1999 1998 1999 1998
------------- ------------- -------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income
(loss)....................... $ 83,369 $ (37,067) $ 244,657,574 $ 163,419,988 $ 24,907,386 $ 15,309,048
Net realized gains (losses)... 89,915 (88,826) 43,556,184 51,696,637 10,701,662 3,138,939
Net unrealized gains
(losses)..................... 246,639 217,175 (262,617,068) (49,976,046) 42,961,865 5,912,858
----------- ---------- -------------- -------------- ------------ ------------
Increase (Decrease) in net
assets from operations... $ 419,923 $ 91,282 $ 25,596,690 $ 165,140,579 $ 78,570,913 $ 24,360,845
----------- ---------- -------------- -------------- ------------ ------------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments
received................... $ 3,507,488 $3,255,808 $ 88,544,205 $ 144,694,740 $ 34,302,650 $ 39,799,198
Net transfers between
Sub-Accounts and Fixed
Account.................... 8,565,548 4,501,699 81,610,921 99,107,901 67,737,731 40,165,423
Withdrawals, surrenders,
annuitizations and contract
charges.................... (830,463) (67,691) (250,384,445) (174,048,588) (19,915,248) (10,679,491)
----------- ---------- -------------- -------------- ------------ ------------
Net accumulation
activity................. $11,242,573 $7,689,816 $ (80,229,319) $ 69,754,053 $ 82,125,133 $ 69,285,130
----------- ---------- -------------- -------------- ------------ ------------
Annuitization Activity:
Annuitizations.............. $ -- $ -- $ 2,259,139 $ 2,556,048 $ 111,619 $ 357,771
Annuity payments and
contract charges........... -- -- (1,437,038) (1,415,164) (154,181) (266,331)
Net transfers between
Sub-Accounts............... -- -- (39,113) 104,077 324,919 93,575
Adjustments to annuity
reserves................... -- -- (169,445) 157,679 (15,579) 117,915
----------- ---------- -------------- -------------- ------------ ------------
Net annuitization
activity................. $ -- $ -- $ 613,543 $ 1,402,640 $ 266,778 $ 302,930
----------- ---------- -------------- -------------- ------------ ------------
Increase (Decrease) in net
assets from contract owner
transactions................. $11,242,573 $7,689,816 $ (79,615,776) $ 71,156,693 $ 82,391,911 $ 69,588,060
----------- ---------- -------------- -------------- ------------ ------------
Increase (Decrease) in net
assets..................... $11,662,496 $7,781,098 $ (54,019,086) $ 236,297,272 $160,962,824 $ 93,948,905
NET ASSETS:
Beginning of year............. 7,781,098 -- 1,816,081,256 1,579,783,984 211,254,980 117,306,075
----------- ---------- -------------- -------------- ------------ ------------
End of year................... $19,443,594 $7,781,098 $1,762,062,170 $1,816,081,256 $372,217,804 $211,254,980
=========== ========== ============== ============== ============ ============
</TABLE>
(a) For the period May 6, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
See notes to financial statements
<PAGE>
-24-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
GAA GGS GGR
Sub-Account Sub-Account Sub-Account
----------------------------- ----------------------------- -----------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31, December 31,
1999 1998 1999 1998 1999 1998
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss).... $ 4,809,747 $ 7,482,682 $ 8,275,209 $ (87,913) $ 6,750,260 $ 15,489,141
Net realized gains (losses)..... 2,885,303 3,692,859 (1,779,438) (498,522) 12,474,312 11,591,824
Net unrealized gains (losses)... 10,272,405 (6,039,574) (12,083,431) 12,271,071 145,129,697 1,458,038
------------ ------------ ------------ ------------ ------------ ------------
Increase (Decrease) in net
assets from operations..... $ 17,967,455 $ 5,135,967 $ (5,587,660) $ 11,684,636 $164,354,269 $ 28,539,003
------------ ------------ ------------ ------------ ------------ ------------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments received.... $ 2,661,148 $ 8,860,816 $ 1,751,874 $ 3,786,224 $ 10,448,847 $ 15,688,080
Net transfers between
Sub-Accounts and Fixed
Account...................... (14,351,525) (4,974,353) (4,727,708) (12,675,687) 11,508,041 (6,628,067)
Withdrawals, surrenders,
annuitizations and contract
charges...................... (8,142,859) (6,184,345) (14,312,841) (11,908,423) (26,312,080) (14,148,887)
------------ ------------ ------------ ------------ ------------ ------------
Net accumulation activity... $(19,833,236) $ (2,297,882) $(17,288,675) $(20,797,886) $ (4,355,192) $ (5,088,874)
------------ ------------ ------------ ------------ ------------ ------------
Annuitization Activity:
Annuitizations................ $ 12,744 $ 196,381 $ 100,118 $ 158,700 $ 166,248 $ 107,920
Annuity payments and contract
charges...................... (102,934) (88,583) (114,238) (130,085) (116,958) (104,706)
Net transfers between
Sub-Accounts................. (33,199) 1,087 -- -- (12,182) (114,522)
Adjustments to annuity
reserves..................... 14,208 (39,140) (22,713) 3,766 22,465 (5,286)
------------ ------------ ------------ ------------ ------------ ------------
Net annuitization
activity................... $ (109,181) $ 69,745 $ (36,833) $ 32,381 $ 59,573 $ (116,594)
------------ ------------ ------------ ------------ ------------ ------------
Increase (Decrease) in net
assets from contract owner
transactions................. $(19,942,417) $ (2,228,137) $(17,325,508) $(20,765,505) $ (4,295,619) $ (5,205,468)
------------ ------------ ------------ ------------ ------------ ------------
Increase (Decrease) in net
assets....................... $ (1,974,962) $ 2,907,830 $(22,913,168) $ (9,080,869) $160,058,650 $ 23,333,535
NET ASSETS:
Beginning of year............... 123,345,612 120,437,782 89,813,963 98,894,832 260,479,236 237,145,701
------------ ------------ ------------ ------------ ------------ ------------
End of year..................... $121,370,650 $123,345,612 $ 66,900,795 $ 89,813,963 $420,537,886 $260,479,236
============ ============ ============ ============ ============ ============
</TABLE>
See notes to financial statements
<PAGE>
-25-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
STATEMENTS OF CHANGES IN NET ASSETS -- continued
<TABLE>
<CAPTION>
GTR SGS
Sub-Account Sub-Account
----------------------------------- ----------------
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1999 1998 1999(b)
---------------- ---------------- ----------------
<S> <C> <C> <C>
OPERATIONS:
Net investment income (loss).............................. $ 5,898,913 $ 2,635,441 $ (7,994)
Net realized gains (losses)............................... 3,497,527 3,803,017 (341,864)
Net unrealized gains (losses)............................. (2,696,231) 6,391,001 1,072,320
------------ ----------- ----------
Increase (Decrease) in net assets from operations..... $ 6,700,209 $12,829,459 $ 722,462
------------ ----------- ----------
CONTRACT OWNER TRANSACTIONS:
Accumulation Activity:
Purchase payments received.............................. $ 5,485,526 $ 8,845,349 $ 421,107
Net transfers between Sub-Accounts and Fixed Account.... 1,803,965 8,428,546 8,018,971
Withdrawals, surrenders, annuitizations and contract
charges................................................ (6,850,689) (4,603,063) (4,249)
------------ ----------- ----------
Net accumulation activity............................. $ 438,802 $12,670,832 $8,435,829
------------ ----------- ----------
Annuitization Activity:
Annuitizations.......................................... $ 114,644 $ 134,223 $ --
Annuity payments and contract charges................... (78,129) (61,120) --
Net transfers between Sub-Accounts...................... -- -- --
Adjustments to annuity reserves......................... (3,828) 16,790 --
------------ ----------- ----------
Net annuitization activity............................ $ 32,687 $ 89,893 $ --
------------ ----------- ----------
Increase (Decrease) in net assets from contract owner
transactions........................................... $ 471,489 $12,760,725 $8,435,829
------------ ----------- ----------
Increase (Decrease) in net assets....................... $ 7,171,698 $25,590,184 $9,158,291
NET ASSETS:
Beginning of year......................................... 95,274,472 69,684,288 --
------------ ----------- ----------
End of year............................................... $102,446,170 $95,274,472 $9,158,291
============ =========== ==========
</TABLE>
(b) For the period November 5, 1999 (commencement of operations of Sub-Account)
through December 31, 1999.
See notes to financial statements
<PAGE>
-26-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS
(1) ORGANIZATION
Sun Life of Canada (U.S.) Variable Account F (the "Variable Account"), a
separate account of Sun Life Assurance Company of Canada (U.S.) (the "Sponsor"),
was established on July 13, 1989 as a funding vehicle for the variable portion
of Regatta contracts, Regatta Gold contracts, Regatta Classic contracts, Regatta
Platinum contracts (collectively, the "Contracts") and certain other fixed and
variable annuity contracts issued by the Sponsor. The Variable Account is
registered with the Securities and Exchange Commission under the Investment
Company Act of 1940 as a unit investment trust.
The assets of the Variable Account are divided into Sub-Accounts. Each
Sub-Account attributable to the Contracts is invested in shares of a specific
corresponding series of MFS/Sun Life Series Trust (the "Series Trust"), an
open-end management investment company registered under the Investment Company
Act of 1940. Massachusetts Financial Services Company ("MFS"), an affiliate of
the Sponsor, is the investment adviser to the Series Trust.
(2) SIGNIFICANT ACCOUNTING POLICIES
GENERAL
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Sponsor's management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
INVESTMENT VALUATIONS
Investments in shares of the Series Trust are recorded at their net asset value.
Realized gains and losses on sales of shares of the Series Trust are determined
on the identified cost basis. Dividend income and capital gain distributions
received by the Sub-Accounts are reinvested in additional Series Trust shares
and are recognized on the ex-dividend date.
Exchanges between Sub-Accounts requested by participants under the Contracts are
recorded in the new Sub-Account upon receipt of the redemption proceeds.
FEDERAL INCOME TAX STATUS
The operations of the Variable Account are part of the operations of the Sponsor
and are not taxed separately. The Variable Account is not taxed as a regulated
investment company. The Sponsor qualifies for the federal income tax treatment
granted to life insurance companies under Subchapter L of the Internal Revenue
Code. Under existing federal income tax law, investment income and capital gains
earned by the Variable Account on contract owner reserves are not taxable and,
therefore, no provision has been made for federal income taxes.
<PAGE>
-27-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS -- continued
(3) CONTRACT CHARGES
A mortality and expense risk charge based on the value of the Variable Account
is deducted from the Variable Account at the end of each valuation period for
the mortality and expense risks assumed by the Sponsor. The deductions are
transferred periodically to the Sponsor. Currently, the deduction is at an
effective annual rate of 1.25% for Regatta, Regatta Gold and Regatta Platinum
contracts and 1.00% for Regatta Classic contracts.
Each year on the account anniversary, an account administration fee ("Account
Fee") equal to the lesser of $30 or 2% of the participant's account value in the
case of Regatta and Regatta Gold contracts, $35 in the case of Regatta Platinum
contracts and $50 in the case of Regatta Classic contracts (after account year
5, the account fee, for Regatta Gold and Regatta Platinum contracts, may be
changed annually, but it may not exceed the lesser of $50 or 2% of the
participant's account value) is deducted from the participant's account to
reimburse the Sponsor for certain administrative expenses. After the annuity
commencement date, the Account Fee will be deducted pro rata from each variable
annuity payment made during the year.
The Sponsor does not deduct a sales charge from purchase payments. However, in
the case of Regatta, Regatta Gold and Regatta Platinum contracts, a withdrawal
charge (contingent deferred sales charge) of up to 6% of certain amounts
withdrawn, when applicable, may be deducted to cover certain expenses relating
to the sale of the contracts and certificates. In the case of Regatta Classic
contracts, a withdrawal charge of 1% is applied to purchase payments withdrawn
which have been credited to a participant's account for less than one year.
For assuming the risk that withdrawal charges may be insufficient to compensate
it for the costs of distributing the Regatta contracts, the Sponsor makes a
deduction from the Variable Account at the end of each valuation period for the
first seven account years at an effective annual rate of 0.15% of the net assets
attributable to such contracts. No deduction for the distribution expense charge
is made after the seventh account anniversary.
As reimbursement for administrative expenses attributable to Regatta Gold,
Regatta Classic and Regatta Platinum contracts, which exceed the revenues
received from the Account Fees described above derived from such contracts, the
Sponsor makes a deduction from the Variable Account at the end of each valuation
period at an effective annual rate of 0.15% of the net assets attributable to
such contracts.
(4) ANNUITY RESERVES
Annuity reserves are calculated using the 1983 Individual Annuitant Mortality
Table and an assumed interest rate of at least 4% or 3%, as stated in each
participant's contract or certificate, as applicable. Required adjustments to
the reserves are accomplished by transfers to or from the Sponsor.
<PAGE>
-28-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS -- continued
(5) UNIT ACTIVITY FROM PARTICIPANT TRANSACTIONS
<TABLE>
<CAPTION>
Units Transferred
Between Sub-Accounts
and
Units Outstanding Fixed Accumulation
Beginning of Year Units Purchased Account
---------------------------- ---------------------------- ----------------------------
Year Year Year Year Year Year
Ended Ended Ended Ended Ended Ended
December 31, December 31, December 31, December 31, December 31, December 31,
1999 1998 1999 1998 1999 1998
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
MFS REGATTA
CONTRACTS:
------------------------------
CAS -- Level 1 464,349 2,993,020 1,694 -- (403,678) (2,286,027)
CAS -- Level 2 9,053,993 5,390,680 6,466 -- 841,337 5,658,421
GSS -- Level 1 325,241 1,462,222 1,870 -- (310,743) (932,035)
GSS -- Level 2 2,656,978 1,514,633 10,259 -- 1,016,504 1,951,275
HYS -- Level 1 73,632 537,033 165 -- (69,249) (384,324)
HYS -- Level 2 1,320,379 975,126 -- -- 160,884 742,028
MSS -- Level 1 196,463 941,686 719 -- (170,145) (678,909)
MSS -- Level 2 2,730,897 2,022,757 8,046 -- 791,231 1,359,567
MMS -- Level 1 268,447 1,518,722 6,604 12,315 (78,142) 1,824,176
MMS -- Level 2 3,722,758 1,845,809 46,627 8,252 4,208,078 6,810,959
TRS -- Level 1 898,137 5,756,653 980 4,933 (753,744) (4,180,220)
TRS -- Level 2 12,506,430 7,838,741 12,834 2,056 1,380,346 8,389,482
GGS -- Level 1 89,328 700,338 762 -- (80,050) (536,114)
GGS -- Level 2 834,010 483,253 -- -- 81,087 702,569
<CAPTION>
Units Withdrawn,
Surrendered, and Units Outstanding
Annuitized End of Year
---------------------------- ----------------------------
Year Year Year Year
Ended Ended Ended Ended
December 31, December 31, December 31, December 31,
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
MFS REGATTA
CONTRACTS:
------------------------------
CAS -- Level 1 (39,407) (242,644) 22,958 464,349
CAS -- Level 2 (2,054,522) (1,995,108) 7,847,274 9,053,993
GSS -- Level 1 (16,368) (204,946) -- 325,241
GSS -- Level 2 (888,017) (808,930) 2,795,724 2,656,978
HYS -- Level 1 (4,383) (79,077) 165 73,632
HYS -- Level 2 (405,927) (396,775) 1,075,336 1,320,379
MSS -- Level 1 (21,924) (66,314) 5,113 196,463
MSS -- Level 2 (852,146) (651,427) 2,678,028 2,730,897
MMS -- Level 1 (180,769) (3,086,766) 16,140 268,447
MMS -- Level 2 (5,304,846) (4,942,262) 2,672,617 3,722,758
TRS -- Level 1 (113,631) (683,229) 31,742 898,137
TRS -- Level 2 (3,970,196) (3,723,849) 9,929,414 12,506,430
GGS -- Level 1 (9,545) (74,896) 495 89,328
GGS -- Level 2 (284,961) (351,812) 630,136 834,010
</TABLE>
<PAGE>
-29-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS -- continued
(5) UNIT ACTIVITY FROM PARTICIPANT TRANSACTIONS -- continued
<TABLE>
<CAPTION>
Units Transferred
Between Sub-Accounts
and
Units Outstanding Fixed Accumulation
Beginning of Year Units Purchased Account
---------------------------- ---------------------------- ----------------------------
Year Year Year Year Year Year
Ended Ended Ended Ended Ended Ended
December 31, December 31, December 31, December 31, December 31, December 31,
1999 1998 1999 1998 1999 1998
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
MFS REGATTA GOLD
CONTRACTS:
------------------------------
BDS(a)........................ 1,182,239 -- 128,326 437,383 1,055,550 776,227
CAS........................... 37,500,481 35,528,897 515,449 2,963,417 (1,432,874) 1,606,290
COS........................... 10,262,282 6,175,224 317,640 2,085,178 3,084,055 2,487,753
MIT........................... 51,880,765 40,709,531 1,104,376 7,531,155 814,616 6,682,559
EGS........................... 28,900,957 25,039,986 564,144 3,519,560 856,790 1,929,406
EIS(a)........................ 528,238 -- 96,901 235,337 840,387 312,512
FCE........................... 2,147,348 2,159,228 49,578 203,168 814,122 (114,376)
FCI........................... 3,290,043 2,390,056 103,809 532,412 71,906 520,640
FCG........................... 5,214,558 4,441,911 53,226 449,506 (373,297) 655,503
GSS........................... 23,218,234 20,508,844 381,294 1,760,124 2,812,014 2,891,419
HYS........................... 14,190,817 11,699,195 209,455 2,333,919 (264,388) 1,143,802
MSS........................... 11,245,144 11,326,719 111,495 838,284 874,242 (135,303)
MIS(a)........................ 4,121,518 -- 1,179,064 2,049,150 7,769,109 2,166,812
MMS........................... 29,387,086 21,463,139 1,347,998 5,295,611 10,642,975 9,723,034
NWD(a)........................ 794,859 -- 99,202 252,432 818,140 573,525
RES........................... 38,553,986 35,654,917 602,325 1,299,737 (220,117) 3,631,861
RGS........................... 2,408,676 533,928 120,353 857,568 906,773 1,134,366
RSS(a)........................ 190,267 -- 29,576 83,591 929,786 110,312
SIS(a)........................ 622,914 -- 67,062 207,182 260,781 423,614
TRS........................... 71,102,020 66,303,467 922,198 5,585,984 (771,786) 4,374,616
UTS........................... 9,023,102 6,101,638 323,450 1,559,584 972,853 1,878,542
GAA........................... 7,576,691 7,928,833 61,909 440,970 (972,115) (400,015)
GGS........................... 5,048,219 6,127,641 51,599 199,740 (404,547) (782,796)
GGR........................... 14,522,129 15,058,757 189,567 815,222 82,020 (504,727)
GTR........................... 5,354,633 4,676,853 80,538 458,384 (144,224) 506,340
SGS(b)........................ -- -- 4,006 -- 555,135 --
<CAPTION>
Units Withdrawn,
Surrendered, and Units Outstanding
Annuitized End of Year
---------------------------- ----------------------------
Year Year Year Year
Ended Ended Ended Ended
December 31, December 31, December 31, December 31,
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
MFS REGATTA GOLD
CONTRACTS:
------------------------------
BDS(a)........................ (280,793) (31,371) 2,085,322 1,182,239
CAS........................... (3,736,966) (2,598,123) 32,846,090 37,500,481
COS........................... (818,305) (485,873) 12,845,672 10,262,282
MIT........................... (4,597,858) (3,042,480) 49,201,899 51,880,765
EGS........................... (2,260,070) (1,587,995) 28,061,821 28,900,957
EIS(a)........................ (164,360) (19,611) 1,301,166 528,238
FCE........................... (250,014) (100,672) 2,761,034 2,147,348
FCI........................... (277,959) (153,065) 3,187,799 3,290,043
FCG........................... (384,891) (332,362) 4,509,596 5,214,558
GSS........................... (3,181,131) (1,942,153) 23,230,411 23,218,234
HYS........................... (1,598,765) (986,099) 12,537,119 14,190,817
MSS........................... (1,198,416) (784,556) 11,032,465 11,245,144
MIS(a)........................ (1,084,371) (94,444) 11,985,320 4,121,518
MMS........................... (12,930,216) (7,094,698) 28,447,843 29,387,086
NWD(a)........................ (112,785) (31,098) 1,599,416 794,859
RES........................... (3,000,415) (2,032,529) 35,935,779 38,553,986
RGS........................... (282,560) (117,186) 3,153,242 2,408,676
RSS(a)........................ (35,048) (3,636) 1,114,581 190,267
SIS(a)........................ (58,267) (7,882) 892,490 622,914
TRS........................... (8,328,466) (5,162,047) 62,923,966 71,102,020
UTS........................... (730,997) (516,662) 9,588,408 9,023,102
GAA........................... (478,155) (393,097) 6,188,330 7,576,691
GGS........................... (754,183) (496,366) 3,941,088 5,048,219
GGR........................... (1,279,881) (847,123) 13,513,835 14,522,129
GTR........................... (383,402) (286,944) 4,907,545 5,354,633
SGS(b)........................ (285) -- 558,856 --
</TABLE>
(a) For the period May 6, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(b) For the period November 5, 1999 (commencement of operations of Sub-Account)
through December 31, 1999.
<PAGE>
-30-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS -- continued
(5) UNIT ACTIVITY FROM PARTICIPANT TRANSACTIONS -- continued
<TABLE>
<CAPTION>
Units Transferred
Between Sub-Accounts
and
Units Outstanding Fixed Accumulation
Beginning of Year Units Purchased Account
---------------------------- ---------------------------- ----------------------------
Year Year Year Year Year Year
Ended Ended Ended Ended Ended Ended
December 31, December 31, December 31, December 31, December 31, December 31,
1999 1998 1999 1998 1999 1998
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
MFS REGATTA CLASSIC
CONTRACTS:
------------------------------
BDS(a)........................ 35,123 -- 38,838 33,440 (23,411) 1,859
CAS........................... 465,812 265,497 98,517 170,863 127,840 49,860
COS........................... 277,518 160,778 98,185 98,617 94,668 29,367
MIT........................... 1,213,193 554,216 343,708 449,788 47,381 267,481
EGS........................... 959,802 318,028 206,621 613,049 (6,847) 55,590
EIS(a)........................ 12,113 -- 36,114 9,590 28,711 2,523
FCE........................... 43,654 40,698 14,933 16,413 17,553 (12,814)
FCI........................... 83,820 67,892 33,705 20,502 (6,058) (3,210)
FCG........................... 90,582 51,038 5,230 34,300 289 8,318
GSS........................... 297,310 113,243 100,923 139,510 (71,777) 51,253
HYS........................... 342,363 155,306 64,265 224,640 (62,579) (2,332)
MSS........................... 140,324 118,243 64,332 59,666 112,516 (29,055)
MIS(b)........................ 232,788 -- 298,311 78,233 (19,461) 156,319
MMS........................... 270,417 77,105 1,348,530 733,426 (15,060) (366,138)
NWD(b)........................ 29,182 -- 55,212 13,601 19,871 15,614
RES........................... 872,289 553,996 161,577 279,626 (26,160) 85,963
RGS........................... 33,882 6,085 40,357 9,086 2,489 19,504
RSS(d)........................ 2,234 -- 11,775 942 15,565 1,292
SIS(c)........................ 2,577 -- 17,748 1,726 2,629 851
TRS........................... 1,731,292 951,205 455,454 681,412 (52,461) 155,997
UTS........................... 178,136 77,009 90,782 97,613 119,327 15,497
GAA........................... 53,167 50,531 1,943 16,112 (7,138) (8,665)
GGS........................... 40,074 19,394 13,692 20,516 (7,500) 639
GGR........................... 121,297 85,526 17,448 47,642 7,909 (2,579)
GTR........................... 91,253 45,122 35,847 38,335 (2,772) 8,687
SGS(e)........................ -- -- -- -- 5,701 --
<CAPTION>
Units Withdrawn,
Surrendered, and Units Outstanding
Annuitized End of Year
---------------------------- ----------------------------
Year Year Year Year
Ended Ended Ended Ended
December 31, December 31, December 31, December 31,
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
MFS REGATTA CLASSIC
CONTRACTS:
------------------------------
BDS(a)........................ (2,340) (176) 48,210 35,123
CAS........................... (48,331) (20,408) 643,838 465,812
COS........................... (19,621) (11,244) 450,750 277,518
MIT........................... (136,741) (58,292) 1,467,541 1,213,193
EGS........................... (28,907) (26,865) 1,130,669 959,802
EIS(a)........................ (2,478) -- 74,460 12,113
FCE........................... (3,359) (643) 72,781 43,654
FCI........................... (12,769) (1,364) 98,698 83,820
FCG........................... (6,449) (3,074) 89,652 90,582
GSS........................... (44,402) (6,696) 282,054 297,310
HYS........................... (31,657) (35,251) 312,392 342,363
MSS........................... (11,177) (8,530) 305,995 140,324
MIS(b)........................ (10,029) (1,764) 501,609 232,788
MMS........................... (525,766) (173,976) 1,078,121 270,417
NWD(b)........................ (5,208) (33) 99,057 29,182
RES........................... (44,435) (47,296) 963,271 872,289
RGS........................... (2,310) (793) 74,418 33,882
RSS(d)........................ (588) -- 28,986 2,234
SIS(c)........................ (4) -- 22,950 2,577
TRS........................... (146,430) (57,322) 1,987,855 1,731,292
UTS........................... (31,976) (11,983) 356,269 178,136
GAA........................... (4,629) (4,811) 43,343 53,167
GGS........................... (3,904) (475) 42,362 40,074
GGR........................... (10,773) (9,292) 135,881 121,297
GTR........................... (6,301) (891) 118,027 91,253
SGS(e)........................ -- -- 5,701 --
</TABLE>
(a) For the period June 22, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(b) For the period May 7, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(c) For the period June 26, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(d) For the period August 8, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(e) For the period November 24, 1999 (commencement of operations of Sub-Account)
through December 31, 1999.
<PAGE>
-31-
REGATTA, REGATTA GOLD, REGATTA CLASSIC AND REGATTA PLATINUM SUB-ACCOUNTS
INCLUDED IN
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
NOTES TO FINANCIAL STATEMENTS -- continued
(5) UNIT ACTIVITY FROM PARTICIPANT TRANSACTIONS -- continued
<TABLE>
<CAPTION>
Units Transferred
Between Sub-Accounts
and
Units Outstanding Fixed Accumulation
Beginning of Year Units Purchased Account
---------------------------- ---------------------------- ----------------------------
Year Year Year Year Year Year
Ended Ended Ended Ended Ended Ended
December 31, December 31, December 31, December 31, December 31, December 31,
1999 1998 1999 1998 1999 1998
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
MFS REGATTA PLATINUM
CONTRACTS:
------------------------------
BDS(a)........................ 628,000 -- 941,360 491,319 1,491,043 143,015
CAS(b)........................ 1,683,164 -- 4,849,607 1,489,422 4,545,428 215,237
COS(d)........................ 556,955 -- 2,758,794 480,199 2,891,912 80,801
MIT(b)........................ 5,331,018 -- 14,730,220 4,380,217 17,398,081 1,013,330
EGS(b)........................ 1,651,404 -- 4,181,549 1,412,976 4,397,355 254,376
EIS(c)........................ 272,362 -- 946,919 237,608 1,153,460 35,740
FCE(c)........................ 72,586 -- 171,566 67,723 260,658 4,892
FCI(c)........................ 338,938 -- 649,457 305,695 1,016,982 37,500
FCG(d)........................ 199,346 -- 355,635 167,384 379,426 34,931
GSS(d)........................ 816,102 -- 1,959,697 686,599 4,315,488 142,121
HYS(c)........................ 1,000,705 -- 1,613,791 917,703 2,693,972 95,977
MSS(e)........................ 211,044 -- 948,374 180,220 986,589 35,500
MIS(b)........................ 2,428,134 -- 9,327,754 2,052,872 9,497,539 400,450
MMS(c)........................ 886,479 -- 4,525,979 1,436,884 (51,593) (492,250)
NWD(c)........................ 436,178 -- 750,621 366,459 945,469 75,832
RES(e)........................ 1,751,713 -- 3,783,737 1,463,540 4,553,399 319,544
RGS(a)........................ 387,080 -- 945,769 306,364 1,427,602 82,311
RSS(f)........................ 181,131 -- 366,014 162,752 418,385 19,544
SIS(g)........................ 157,634 -- 270,681 123,410 588,831 35,045
TRS(c)........................ 2,318,847 -- 5,942,946 1,926,233 9,684,842 434,196
UTS(e)........................ 819,649 -- 2,177,718 647,482 3,571,380 178,704
GAA(d)........................ 228,839 -- 168,337 175,049 134,452 56,466
GGS(c)........................ 76,270 -- 79,719 78,588 159,520 (2,199)
GGR(d)........................ 162,856 -- 536,984 125,715 661,623 37,960
GTR(h)........................ 152,857 -- 356,243 116,666 417,027 37,792
SGS(I)........................ -- -- 32,991 -- 156,786 --
<CAPTION>
Units Withdrawn,
Surrendered, and Units Outstanding
Annuitized End of Year
---------------------------- ----------------------------
Year Year Year Year
Ended Ended Ended Ended
December 31, December 31, December 31, December 31,
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
MFS REGATTA PLATINUM
CONTRACTS:
------------------------------
BDS(a)........................ (89,955) (6,334) 2,970,448 628,000
CAS(b)........................ (307,461) (21,495) 10,770,738 1,683,164
COS(d)........................ (119,494) (4,045) 6,088,167 556,955
MIT(b)........................ (1,015,638) (62,529) 36,443,681 5,331,018
EGS(b)........................ (278,100) (15,948) 9,952,208 1,651,404
EIS(c)........................ (50,196) (986) 2,322,545 272,362
FCE(c)........................ (32,976) (29) 471,834 72,586
FCI(c)........................ (44,938) (4,257) 1,960,439 338,938
FCG(d)........................ (30,076) (2,969) 904,331 199,346
GSS(d)........................ (173,758) (12,618) 6,917,529 816,102
HYS(c)........................ (181,956) (12,975) 5,126,512 1,000,705
MSS(e)........................ (49,608) (4,676) 2,096,399 211,044
MIS(b)........................ (512,221) (25,188) 20,741,206 2,428,134
MMS(c)........................ (512,126) (58,155) 4,848,739 886,479
NWD(c)........................ (67,728) (6,113) 2,064,540 436,178
RES(e)........................ (266,217) (31,371) 9,822,632 1,751,713
RGS(a)........................ (67,804) (1,595) 2,692,647 387,080
RSS(f)........................ (51,342) (1,165) 914,188 181,131
SIS(g)........................ (29,954) (821) 987,192 157,634
TRS(c)........................ (509,290) (41,582) 17,437,345 2,318,847
UTS(e)........................ (170,834) (6,537) 6,397,913 819,649
GAA(d)........................ (28,837) (2,676) 502,791 228,839
GGS(c)........................ (13,795) (119) 301,714 76,270
GGR(d)........................ (32,892) (819) 1,328,571 162,856
GTR(h)........................ (24,793) (1,601) 901,334 152,857
SGS(I)........................ (76) -- 189,701 --
</TABLE>
(a) For the period June 30, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(b) For the period June 5, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(c) For the period June 18, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(d) For the period June 23, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(e) For the period June 16, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(f) For the period June 29, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(g) For the period June 26, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(h) For the period July 7, 1998 (commencement of operations of Sub-Account)
through December 31, 1998.
(i) For the period November 5, 1999 (commencement of operations of Sub-Account)
through December 31, 1999.
<PAGE>
-32-
INDEPENDENT AUDITORS' REPORT
To the Participants in Regatta, Regatta Gold, Regatta Classic and Regatta
Platinum Sub-Accounts and the Board of Directors of Sun Life Assurance Company
of Canada (U.S.):
We have audited the accompanying statement of condition of Bond Sub-Account,
Capital Appreciation Sub-Account, Capital Opportunities Sub-Account,
Massachusetts Investors Trust Sub-Account, Emerging Growth Sub-Account, Equity
Income Sub-Account, Emerging Markets Equity Sub-Account, International Growth
Sub-Account, International Growth and Income Sub-Account, Government Securities
Sub-Account, High Yield Sub-Account, Managed Sectors Sub-Account, Massachusetts
Investors Growth Stock Sub-Account, Money Market Sub-Account, New Discovery
Sub-Account, Research Sub-Account, Research Growth and Income Sub-Account,
Research International Sub-Account, Strategic Income Sub-Account, Total Return
Sub-Account, Utilities Sub-Account, Global Asset Allocation Sub-Account, Global
Governments Sub-Account, Global Growth Sub-Account, Global Total Return
Sub-Account, and Strategic Growth Sub-Account of Sun Life of Canada (U.S.)
Variable Account F (the "Sub-Accounts") as of December 31, 1999, the related
statement of operations for the years then ended and the statements of changes
in net assets for the years ended December 31, 1999 and December 31, 1998. These
financial statements are the responsibility of management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities held at December 31, 1999 by correspondence with the
custodian. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Sub-Accounts as of December 31, 1999,
the results of their operations and the changes in their net assets for the
respective stated periods in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 10, 2000
<PAGE>
-33-
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
C/O RETIREMENT PRODUCTS AND SERVICES
P.O. BOX 1024
BOSTON, MASSACHUSETTS 02103
TELEPHONE:
Toll Free (800) 752-7215
GENERAL DISTRIBUTOR
Clarendon Insurance Agency, Inc.
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02481
AUDITORS
Deloitte & Touche LLP
200 Berkeley Street
Boston, Massachusetts 02116
<PAGE>
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) The following Financial Statements are included in this
Post-Effective Amendment to the Registration Statement:
Included in Part A:
A. Condensed Financial Information - Accumulation Unit Values.
B. Financial Statements of the Depositor:
1. Statutory Statements of Admitted Assets, Liabilities and Capital
Stock and Surplus, December 31, 1999 and 1998;
2. Statutory Statements of Operations, Years Ended December 31, 1999,
1998 and 1997;
3. Statutory Statements of Changes in Capital Stock and Surplus, Years
Ended December 31, 1999, 1998 and 1997;
4. Statutory Statements of Cash Flow, Years Ended December 31, 1999,
1998 and 1997;
5. Notes to Statutory Financial Statements; and
6. Independent Auditors' Report.
Included in Part B:
B. 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.
<PAGE>
(b) The following Exhibits are incorporated in the
Registration Statement by reference unless otherwise
indicated:
(1) Resolution of Board of Directors of the depositor dated
December 3, 1985 authorizing the establishment of the
Registrant (Filed as an Exhibit to the Registration
Statement on Form N-4, File No. 333-37907, and incorporated
herein by reference);
(2) Not Applicable;
(3) (a) Form of Distribution Agreement between the depositor,
Massachusetts Financial Services Company and Clarendon
Insurance Agency, Inc. (Filed as an Exhibit to
Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-4, File No. 333-37907, and
incorporated herein by reference);
(b)(i) Specimen Sales Operations and General Agent Agreement
(Filed as an Exhibit to Pre-Effective Amendment No. 1 to
the Registration Statement on Form N-4, File No.
333-37907, and incorporated herein by reference);
(b)(ii) Specimen Broker-Dealer Supervisory and Service
Agreement (Filed as an Exhibit to Pre-Effective
Amendment No. 1 to the Registration Statement on
Form N-4, File No. 333-37907, and incorporated herein
by reference);
(4) (a) Form of Single Payment Combination Fixed/Variable
Group Annuity Contract (Filed as an Exhibit to
Post-Effective Amendment No. 9 to the Registration
Statement on Form N-4, File No. 33-29852, and
incorporated herein by reference);
(b) Certificate to be issued in connection with Contract
filed as Exhibit 4(a) (Filed as an Exhibit to
Post-Effective Amendment No. 9 to the Registration
Statement on Form N-4, File No. 33-29852, and
incorporated herein by reference);
(5) Not Applicable;
(6) Certificate of Incorporation and By-laws of the Depositor
(Filed as an Exhibit to the Registration Statement on Form
N-4, File No. 333-37907, and incorporated herein by reference);
(7) Not Applicable;
(8) None;
<PAGE>
(9) Previously filed;
(10) (a) Consent of Deloitte & Touche, LLP*;
(b) Consent of Counsel*;
(11) Financial Statement Schedules I and VI (Incorporated by
reference from the Depositor's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999);
(12) Not Applicable;
(13) Not Applicable;
(14) Not Applicable;
(15) (a) Powers of Attorney (Filed as Exhibit 15 to the
Registration Statement on Form S-6, File No. 333-94359,
filed January 10, 2000);
(b) Power of Attorney of David D. Horn (Filed as Exhibit 15(b)
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 Richard B. Bailey (Filed as
Exhibit 15(c) to Post-Effective Amendment No. 6 to the
Registration Statement on Form N-4, File No. 333-05227,
filed April 5, 2000); and
(16) Organizational Chart (Filed as Exhibit 16 to Post-Effective
Amendment No. 2 to the Registration Statement on Form N-4,
File No. 333-82957, filed March 31, 2000.)
* Filed herewith
Item 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
Name and Principal Positions and Offices
Business Address with Depositor
- ------------------ ----------------------
Donald A. Stewart Chairman and Director
150 King Street West
Toronto, Ontario
Canada M5H 1J9
C. James Prieur 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
Richard B. Bailey Director
63 Atlantic Avenue
Boston, MA 02110
Gregory W. Gee Director
150 King Street West
Toronto, Ontario
Canada M5H 1J9
David D. Horn Director
Strong Road
New Vineyard, ME 04956
<PAGE>
Name and Principal Positions and Offices
Business Address with Depositor
- ------------------ ---------------------
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
James M.A. Anderson Vice President, Investments
One Sun Life Executive Park
Wellesley Hills, MA 02481
Peter F. Demuth Vice President and Chief Counsel and
One Sun Life Executive Park Assistant Secretary
Wellesley Hills, MA 02481
Ronald J. Fernandes Vice President, Retirement Products
One Copley Place and Services
Boston, MA 02116
Ellen B. King Counsel and Secretary
One Sun Life Executive Park
Wellesley Hills, MA 02481
Davey S. Scoon Vice President, Finance
One Sun Life Executive Park and Treasurer
Wellesley Hills, MA 02481
Robert P. Vrolyk Vice President and Actuary
One Sun Life Executive Park
Wellesley Hills, MA 02481
Item 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
No person is directly or indirectly controlled by the Registrant. The
Registrant is a separate account of Sun Life Assurance Company of Canada (U.S.),
an indirect wholly-owned subsidiary of Sun Life Assurance Company of Canada.
The organization chart of Sun Life Assurance Company of Canada is
incorporated herein by reference to Exhibit 16 to Post-Effective Amendment
No. 2 to the Registration Statement on Form N-4, File No. 333-82957, filed
March 31, 2000.
<PAGE>
None of the companies listed is a subsidiary of the Registrant, therefore
the only financial statements being filed are those of Sun Life Insurance and
Annuity Company of New York.
Item 27. NUMBER OF CONTRACT OWNERS
As of April 3, 2000, there were 1,896 qualified and 4,705 non-qualified
contracts issued and outstanding 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.), 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 Sun
Life Assurance Company of Canada (U.S.), acts as general distributor for the
Registrant, Sun Life of Canada (U.S.) Variable Accounts C, D, E, G, H and I,
Sun Life (N.Y.) Variable Accounts A, B and C, and Money Market Variable
Account, High Yield Variable Account, Capital Appreciation Variable Account,
Government Securities Variable Account, World Governments Variable Account,
Total Return Variable Account, and Managed Sectors Variable Account.
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address* with Underwriter
- ------------------ ---------------------------
<S> <C>
Anne M. Georges.................... President and Director
Davey S. Scoon..................... Treasurer and Director
James M.A. Anderson................ Director
Ronald J. Fernandes................ Director
James A. McNulty, III.............. Director
Donald E. Kaufman.................. Vice President
Brian Krivitsky.................... Vice President
Cynthia M. Orcutt.................. Vice President
Laurie Lennox...................... Vice President
Maura A. Murphy.................... Secretary
Roy P. Creedon..................... Assistant Secretary
</TABLE>
- ------------------
* The principal business address of all directors and officers of the
principal underwriter except Ms. Georges and Ms. Lennox and Messrs.
Fernandes and Krivitsky is One Sun Life Executive Park, Wellesley
Hills, Massachusetts 02481. The principal business address of Ms.
Georges, Ms. Lennox, Mr. Fernandes and Mr. Krivitsky is One Copley
Place, Boston, Massachusetts 02116.
(c) Inapplicable.
Item 30. LOCATION OF ACCOUNTS AND RECORDS
Accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated
thereunder are maintained by the Depositor, in whole or in part, 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 Massachusetts Financial Services Company at 500 Boylston Street, Boston,
Massachusetts 02116.
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. 11 to the Registration Statement and has caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf, in the
Town of Wellesley Hills, Commonwealth of Massachusetts on the 6th day of
April, 2000.
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
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 and on the dates indicated.
Signature Title Date
---------- ----- ----
/s/ JAMES A. McNULTY, III President and Director April 6, 2000
- ------------------------------- (Principal Executive
James A. McNulty, III Officer)
/s/ DAVEY S. SCOON Vice President, Finance April 6, 2000
- -------------------------- and Treasurer
Davey S. Scoon (Principal Financial
and Accounting
Officer)
<PAGE>
Signature Title Date
--------- ----- ----
* /s/ DONALD A. STEWART Chairman and Director April 6, 2000
- -------------------------------
Donald A. Stewart
* /s/ C. JAMES PRIEUR Vice Chairman and Director April 6, 2000
- --------------------------
C. James Prieur
*** /s/ RICHARD B. BAILEY Director April 6, 2000
- -------------------------------
Richard B. Bailey
* /s/ GREGORY W. GEE Director April 6, 2000
- -------------------------------
Gregory W. Gee
** /s/ DAVID D. HORN Director April 6, 2000
- -------------------------------
David D. Horn
* /s/ ANGUS A. MacNAUGHTON Director April 6, 2000
- -------------------------------
Angus A. MacNaughton
* /s/ S. CAESAR RABOY Director April 6, 2000
- -------------------------------
S. Caesar Raboy
Director
- -------------------------------
William W. Stinson
- ---------------------------
* By Edward M. Shea pursuant to Power of Attorney filed as Exhibit 15 to
Registration Statement on Form S-6, File No. 333-91359, filed January 10,
2000.
** By Edward M. Shea pursuant to Power of Attorney filed as Exhibit 15(b) to
Post-Effective Amendment No. 1 to Registration Statement on Form N-4,
File No. 333-82957, filed February 3, 2000.
*** By Edward M. Shea pursuant to Power of Attorney filed as Exhibit 15(c) to
Post-Effective Amendment No. 6 to Registration Statement on Form N-4,
File No. 333-05227, filed April 5, 2000.
<PAGE>
Exhibit 10(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 11 to the
Registration Statement on Form N-4 (Reg. No. 33-29852) of Sun Life of Canada
(U.S.) Variable Account F of our report dated February 10, 2000 accompanying
the financial statements of the Regatta, Regatta Gold, Regatta Classic and
Regatta Platinum Sub-Accounts included in Sun Life of Canada (U.S.) Variable
Account F appearing in the Statement of Additional Information, which is part
of such Registration Statement, to the use of our report dated February 10,
2000 accompanying the statutory financial statements of Sun Life Assurance
Company of Canada (U.S.), which includes explanatory paragraphs relating to
the use of statutory accounting practices which differ from generally
accepted accounting principles, appearing in the Prospectus, which is part of
such Registration Statement, and to the incorporation by reference of our
report dated February 10, 2000 appearing in the Annual Report on Form 10-K of
Sun Life Assurance Company of Canada (U.S.) for the year ended December 31,
1999, which includes explanatory paragraphs relating to the use of statutory
accounting practices which differ from generally accepted accounting
principles.
We also consent to the references to us under the headings "Accountants" and
"Appendix B - Condensed Financial Information - Accumulation Unit Values" in
such Prospectus and under the heading "Financial Statements" in such Statement
of Additional Information.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
April 6, 2000
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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 Post-Effective
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 Post-Effective Amendment, that the
Post-Effective 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
Post-Effective Amendment to the Registration Statement of the Account.
/s/ SANDRA DaDALT
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Sandra DaDalt, Esq.
April 6, 2000
