<PAGE>
As Filed with the Securities and Exchange Commission on September 11, 2000
REGISTRATION NO. 33-41628
811-05846
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM N-4
POST-EFFECTIVE AMENDMENT NO. 17 /X/
TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 29 /X/
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.)
ONE COPLEY PLACE
BOSTON, MASSACHUSETTS 02116
(Name and Address of Agent for Service)
COPIES OF COMMUNICATIONS TO:
JOAN E. BOROS, ESQ.
JORDEN BURT BOROS CICCHETTI BERENSON & JOHNSON LLP
1025 THOMAS JEFFERSON STREET, N.W.
SUITE 400 EAST
WASHINGTON, D.C. 20007
--------------------------------------------------------------------------------
Approximate Date of Proposed Public Offering: Continuous
It is proposed that this filing will become effective (check appropriate
box):
[ ] Immediately upon filing pursuant to paragraph (b) of Rule 485.
[X] On September 11, 2000 pursuant to paragraph (b) of Rule 485.
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
[ ] On (date) pursuant to paragraph (a)(1) of Rule 485.
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for
previously filed post-effective amendment.
Title of securities being registered:
Units of interest in Separate Account under variable annuity contracts.
This Post-Effective Amendment to the Registration Statement on Form N-4 (File
No. 33-41628), which became effective on November 1, 1991 (the "Registration
Statement"), is being filed pursuant to Rule 485(b) under the Securities
Exchange Act of 1933, as amended, to supplement the prospectus and profile
contained in the Registration Statement, as amended, for the following
annuity products:
MFS Regatta Platinum Variable and Fixed Annuity
MFS Regatta Gold Variable and Fixed Annuity
The supplements included in this Amendment describe additional variable
investment options to be made available under the MFS Regatta Platinum and MFS
Regatta Gold annuity contracts offered pursuant to the Registration Statement.
This Amendment relates only to the supplement to the prospectus and profile for
each of the MFS Regatta Platinum and MFS Regatta Gold annuity products
incorporated by reference in this Amendment and does not otherwise delete,
amend or supersede any information contained in the Registration Statement, as
amended.
<PAGE>
PART A
INFORMATION REQUIRED IN A PROSPECTUS
Attached hereto and made a part hereof is a Supplement dated September
11, 2000 to the Prospectus dated May 1, 2000, as supplemented by Supplement
dated June 26, 2000 (incorporated herein, together with the Prospectus and
Profile dated May 1, 2000 for the Futurity II Variable and Fixed Annuity, as
supplemented by Supplement dated June 26, 2000, by reference from
Post-Effective Amendments No. 15 and No. 16 to the Registration Statement on
Form N-4 (Registration No. 333-41628), filed April 1, 2000 and June 26, 2000,
respectively), for each of the following:
MFS Regatta Platinum Variable and Fixed Annuity
MFS Regatta Gold Variable and Fixed Annuity
<PAGE>
SUPPLEMENT DATED SEPTEMBER 11, 2000
TO
PROFILE DATED MAY 1, 2000, AS SUPPLEMENTED
AND
PROSPECTUS DATED MAY 1, 2000, AS SUPPLEMENTED
FOR
MFS REGATTA PLATINUM
VARIABLE AND FIXED ANNUITY
ISSUED BY SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
Effective immediately, with the addition of 2 new Series -- the Global
Telecommunications Series and the Mid Cap Growth Series -- to the MFS/Sun Life
Series Trust (the "Series Fund"), you may allocate your money among 29 variable
investment options available under the MFS Regatta Platinum Variable and Fixed
Annuity. Market conditions will determine the value of an investment in the
Global Telecommunications Series, the Mid Cap Growth Series and any other
Series. The Global Telecommunications Series, the Mid Cap Growth Series and the
other Series available as variable investment options under the Contract are
described more fully in the current Series Fund prospectus, as supplemented.
As a result of the addition of the Global Telecommunications Series and the
Mid Cap Growth Series, the Profile dated May 1, 2000, as supplemented by a
Supplement dated June 26, 2000 (the "Profile") for the Contract, and the
Prospectus dated May 1, 2000, as supplemented by a Supplement dated June 26,
2000 (the "Prospectus") for the Contract, are amended and supplemented as
follows. Also, certain additional amendments are made to the Prospectus and
Profile as follows:
1. The third paragraph of Section 1, "The MFS Regatta Platinum Annuity,"
of the Profile and the second paragraph on the cover page of the Prospectus are
each amended by deleting the first sentence in its entirety and replacing it
with the following:
"You may choose among 29 variable investment options and a range of
fixed options."
2. The list of the available investment options appearing in Section 4,
"Allocation Options," of the Profile and on the cover page of the Prospectus is
hereby supplemented by the addition of the Global Telecommunications Series and
the Mid Cap Growth Series.
3. The summary expense chart appearing in Section 5, "Expenses," of the
Profile is hereby supplemented as follows:
<TABLE>
<CAPTION>
EXAMPLES:
TOTAL ANNUAL TOTAL ANNUAL TOTAL TOTAL EXPENSES
INSURANCE SERIES ANNUAL AT END
SUB-ACCOUNT CHARGES EXPENSES EXPENSES 1 YEAR 10 YEARS
----------- ------- -------- -------- ------ --------
<S> <C> <C> <C> <C> <C>
Global Telecommunications Series 1.50% 1.25% 2.75% $83 $308
Mid Cap Growth Series 1.50% 1.00% 2.50% $81 $284
</TABLE>
<PAGE>
4. The "Series Fund Annual Expenses" table appearing on page 5 of the
Prospectus is hereby amended and supplemented as follows:
<TABLE>
<CAPTION>
OTHER TOTAL SERIES
MANAGEMENT EXPENSES (2) EXPENSES (2)
FEE (AFTER REIMBURSEMENT) (AFTER REIMBURSEMENT)
<S> <C> <C> <C>
Global Telecommunications Series (3) ...... 1.00% 0.25% 1.25%
Mid Cap Growth Series (3) ................. 0.75% 0.25% 1.00%
Technology Series (3) ..................... 0.75% 0.25% 1.00%
</TABLE>
5. The footnotes to the "Series Fund Annual Expenses" table are amended
and supplemented as follows:
(i) Footnote (1) is deleted in its entirety and replaced by the
following:
(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. For all
Series except the Technology Series, the Global
Telecommunications Series and the Mid Cap Growth Series,
"Management Fees," "Other Expenses," and "Total Series
Expenses" are based on actual expenses for the fiscal year
ended December 31, 1999, net of any applicable expense
reimbursement or waiver. Expense figures shown for the
the Technology Series, the Global Telecommunications Series
and the Mid Cap Growth Series are estimates for the year
2000, based on the applicable expense reimbursement waiver.
No actual expense figures are shown for the Technology
Series, the Global Telecommunications Series or the Mid Cap
Growth Series because these Series commenced operations in
June 2000, September 2000 and September 2000, respectively,
and, therefore, have less than 12 months of investment
performance.
(ii) Footnote (2) is amended and restated as follows:
(2) Each Series has an expense offset arrangement which reduces
the Series' custodian fee based upon the amount of cash
maintained by the Series with its custodian and dividend
disbursing agent, and may enter into such other arrangements
and directed brokerage arrangements (which would also have
the effect of reducing the Series' expenses). Any such fee
reductions are not reflected under "Other Expenses" in the
table. Had these fees been taken into account, "Total Series
Expenses" for certain of the Series would be as follows:
<TABLE>
<S> <C>
Bond Series...................................... 0.71%
Capital Appreciation Series...................... 0.75%
Capital Opportunities Series..................... 0.83%
Equity Income Series............................. 0.91%
Global Asset Allocation Series................... 0.88%
New Discovery Series............................. 1.05%
Strategic Income Series.......................... 1.03%
Utilities Series................................. 0.81%
</TABLE>
(iii) Footnote (3) is amended and restated as follows:
(3) MFS has contractually agreed to bear the expenses of these
Series such that "Other Expenses," after taking into account
the expense offset arrangement described in Footnote (2)
above, will not exceed 0.25% annually. This contractual
arrangement will continue until at least May 1, 2001, unless
changed with the consent of the Series Fund's Board of
Trustees; provided, however, that this contractual
arrangement will terminate prior to May 1, 2001 in the event
that "Other Expenses" equal or fall below 0.25% annually.
Without taking into account this fee waiver and/or expense
reimbursement, "Other Expenses" would be estimated to be
3.26% for the Strategic Growth Series, 0.28% for the
Technology Series, 0.76% for the Global Telecommunications
Series, and 0.67% for the Mid Cap Growth Series.
(iv) Footnote (4) is deleted in its entirety.
6. The "Examples" presented on page 6 of the Prospectus are
supplemented as follows:
If you surrender your Contract at the end of the applicable time
period, you would pay the following expenses on a $1,000 investment, assuming an
average Contract size of $35,000 and a 5% annual return:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
FUND
Global Telecommunications Series ....................... $83 $124 $170 $308
Mid Cap Growth Series .................................. $81 $117 $158 $284
</TABLE>
If you do NOT surrender your Contract at the end of the applicable time
period, you would pay the following expenses on a $1,000 investment, assuming an
average Contract size of $35,000 and a 5% annual return:
2
<PAGE>
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Global Telecommunications Series ....................... $28 $85 $145 $308
Mid Cap Growth Series .................................. $25 $78 $133 $284
</TABLE>
7. The "Variable Account Options: The MFS/Sun Life Series Trust" section
beginning on page 8 of the Prospectus is amended and supplemented as follows:
(a) The second paragraph of the section on page 8 is deleted in its entirety
and replaced by the following:
"The Series Fund is composed of 30 independent portfolios of
securities, each of which has separate investment objectives and
policies. Shares of the Series Fund are issued in 30 Series, each
corresponding to one of the portfolios. The Contract provides for
investment by the Sub-Accounts in shares of the 29 Series described
below. Additional portfolios may be added to the Series Fund which may
or may not be available for investment by the Variable Account."
(b) The following Series descriptions are added:
GLOBAL TELECOMMUNICATIONS SERIES will seek to achieve long-term growth
of capital.
MID CAP GROWTH SERIES will seek long-term growth of capital.
THIS SUPPLEMENT IS NOT VALID UNLESS ACCOMPANIED OR PRECEDED BY THE CURRENT
PROSPECTUS FOR THE MFS REGATTA PLATINUM VARIABLE AND FIXED ANNUITY, AND THE
CURRENT PROSPECTUS OF THE MFS/SUN LIFE SERIES TRUST. THIS SUPPLEMENT AND THE
PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
PLATSUPP 9/00
3
<PAGE>
SUPPLEMENT DATED SEPTEMBER 11, 2000
TO
PROFILE DATED MAY 1, 2000, AS SUPPLEMENTED
AND
PROSPECTUS DATED MAY 1, 2000, AS SUPPLEMENTED
FOR
MFS REGATTA GOLD
VARIABLE AND FIXED ANNUITY
ISSUED BY SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
Effective immediately, with the addition of 2 new Series -- the Global
Telecommunications Series and the Mid Cap Growth Series -- to the MFS/Sun Life
Series Trust (the "Series Fund"), you may allocate your money among 29 variable
investment options available under the MFS Regatta Gold Variable and Fixed
Annuity. Market conditions will determine the value of an investment in the
Global Telecommunications Series, the Mid Cap Growth Series and any other
Series. The Global Telecommunications Series, the Mid Cap Growth Series and the
other Series available as variable investment options under the Contract are
described more fully in the current Series Fund prospectus, as supplemented.
As a result of the addition of the Global Telecommunications Series and the
Mid Cap Growth Series, the Profile dated May 1, 2000, as supplemented by a
Supplement dated June 26, 2000 (the "Profile") for the Contract, and the
Prospectus dated May 1, 2000, as supplemented by a Supplement dated June 26,
2000 (the "Prospectus") for the Contract, are amended and supplemented as
follows. Also, certain additional amendments are made to the Prospectus and
Profile as follows:
1. The third paragraph of Section 1, "The MFS Regatta Gold Annuity," of
the Profile and the second paragraph on the cover page of the Prospectus are
each amended by deleting the first sentence in its entirety and replacing it
with the following:
"You may choose among 29 variable investment options and a range of
fixed options."
2. The list of the available investment options appearing in Section 4,
"Allocation Options," of the Profile and on the cover page of the Prospectus is
hereby supplemented by the addition of the Global Telecommunications Series and
the Mid Cap Growth Series.
3. The summary expense chart appearing in Section 5, "Expenses," of the
Profile is hereby supplemented as follows:
<TABLE>
<CAPTION>
EXAMPLES:
TOTAL ANNUAL TOTAL ANNUAL TOTAL TOTAL EXPENSES
INSURANCE SERIES ANNUAL AT END
SUB-ACCOUNT CHARGES EXPENSES EXPENSES 1 YEAR 10 YEARS
----------- ------- -------- -------- ------ --------
<S> <C> <C> <C> <C> <C>
Global Telecommunications Series 1.50% 1.25% 2.75% $83 $308
Mid Cap Growth Series 1.50% 1.00% 2.50% $81 $284
</TABLE>
<PAGE>
4. The "Series Fund Annual Expenses" table appearing on page 6 of the
Prospectus is hereby amended and supplemented as follows:
<TABLE>
<CAPTION>
OTHER TOTAL SERIES
MANAGEMENT EXPENSES (2) EXPENSES (2)
FEE (AFTER REIMBURSEMENT) (AFTER REIMBURSEMENT)
---------- --------------------- ---------------------
<S> <C> <C> <C>
Global Telecommunications Series (3) ...... 1.00% 0.25% 1.25%
Mid Cap Growth Series (3) ................. 0.75% 0.25% 1.00%
Technology Series (3) ..................... 0.75% 0.25% 1.00%
</TABLE>
5. The footnotes to the "Series Fund Annual Expenses" table are amended
and supplemented as follows:
(i) Footnote (1) is deleted in its entirety and replaced by the
following:
(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. For all
Series except the Technology Series, the Global
Telecommunications Series and the Mid Cap Growth Series,
"Management Fees," "Other Expenses," and "Total Series
Expenses" are based on actual expenses for the fiscal year
ended December 31, 1999, net of any applicable expense
reimbursement or waiver. Expense figures shown for the
Technology Series, the Global Telecommunications Series and
the Mid Cap Growth Series are estimates for the year 2000,
based on the applicable expense reimbursement waiver. No
actual expense figures are shown for the Technology Series,
the Global Telecommunications Series or the Mid Cap Growth
Series because these Series commenced operations in June
2000, September 2000 and September 2000, respectively, and,
therefore, have less than 12 months of investment
performance.
(ii) Footnote (2) is amended and restated as follows:
(2) Each Series has an expense offset arrangement which reduces
the Series' custodian fee based upon the amount of cash
maintained by the Series with its custodian and dividend
disbursing agent, and may enter into such other arrangements
and directed brokerage arrangements (which would also have
the effect of reducing the Series' expenses). Any such fee
reductions are not reflected under "Other Expenses" in the
table. Had these fees been taken into account, "Total Series
Expenses" for certain of the Series would be as follows:
<TABLE>
<S> <C>
Bond Series...................................... 0.71%
Capital Appreciation Series...................... 0.75%
Capital Opportunities Series..................... 0.83%
Equity Income Series............................. 0.91%
Global Asset Allocation Series................... 0.88%
New Discovery Series............................. 1.05%
Strategic Income Series.......................... 1.03%
Utilities Series................................. 0.81%
</TABLE>
(iii) Footnote (3) is amended and restated as follows:
(3) MFS has contractually agreed to bear the expenses of these
Series such that "Other Expenses," after taking into account
the expense offset arrangement described in Footnote (2)
above, will not exceed 0.25% annually. This contractual
arrangement will continue until at least May 1, 2001, unless
changed with the consent of the Series Fund's Board of
Trustees; provided, however, that this contractual
arrangement will terminate prior to May 1, 2001 in the event
that "Other Expenses" equal or fall below 0.25% annually.
Without taking into account this fee waiver and/or expense
reimbursement, "Other Expenses" would be estimated to be
3.26% for the Strategic Growth Series, 0.28% for the
Technology Series, 0.76% for the Global Telecommunications
Series, and 0.67% for the Mid Cap Growth Series.
(iv) Footnote (4) is deleted in its entirety.
6. The "Examples" presented on pages 6 and 7 of the Prospectus are
supplemented as follows:
If you surrender your Contract at the end of the applicable time period,
you would pay the following expenses on a $1,000 investment, assuming an average
Contract size of $35,000 and a 5% annual return:
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Global Telecommunications Series ....................... $83 $124 $170 $308
Mid Cap Growth Series .................................. $81 $117 $158 $284
</TABLE>
If you do NOT surrender your Contract at the end of the applicable time
period, you would pay the following expenses on a $1,000 investment, assuming an
average Contract size of $35,000 and a 5% annual return:
2
<PAGE>
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Global Telecommunications Series ....................... $28 $85 $145 $308
Mid Cap Growth Series .................................. $25 $78 $133 $284
</TABLE>
7. The "Variable Account Options: The MFS/Sun Life Series Trust" section
beginning on page 9 of the Prospectus is amended and supplemented as follows:
(a) The second paragraph of the section on page 9 is deleted in its entirety
and replaced by the following:
"The Series Fund is composed of 30 independent portfolios of
securities, each of which has separate investment objectives and
policies. Shares of the Series Fund are issued in 30 Series, each
corresponding to one of the portfolios. The Contract provides for
investment by the Sub-Accounts in shares of the 29 Series described
below. Additional portfolios may be added to the Series Fund which may
or may not be available for investment by the Variable Account."
(b) The following Series descriptions are added:
GLOBAL TELECOMMUNICATIONS SERIES will seek to achieve long-term growth
of capital.
MID CAP GROWTH SERIES will seek long-term growth of capital.
THIS SUPPLEMENT IS NOT VALID UNLESS ACCOMPANIED OR PRECEDED BY THE CURRENT
PROSPECTUS FOR THE MFS REGATTA GOLD VARIABLE AND FIXED ANNUITY, AND THE CURRENT
PROSPECTUS OF THE MFS/SUN LIFE SERIES TRUST. THIS SUPPLEMENT AND THE
PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
GOLDSUPP 9/00
3
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF
ADDITIONAL INFORMATION
Incorporated by reference to Post-Effective Amendment No. 15 to the
Registration Statement on Form N-4 (Registration No. 33-41628), filed April
1, 2000, is the Statement of Additional Information dated May 1, 2000 for
each of the following:
MFS Regatta Platinum Variable and Fixed Annuity
MFS Regatta Gold Variable and Fixed Annuity
Futurity II Variable and Fixed Annuity
<PAGE>
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) The following Financial Statements are incorporated in this
Post-Effective Amendment to the Registration Statement by
reference to Post-Effective Amendment No. 15 to the
Registration Statement on Form N-4 (File No. 33-41628),
filed April 1, 2000:
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:
A. Financial Statements of the Registrant:
1. Statement of Condition, December 31, 1999;
2. Statement of Operations, Year Ended December 31,
1999;
3. Statements of Changes in Net Assets, Years Ended
December 31, 1999 and December 31, 1998;
4. Notes to Financial Statements; and
5. Independent Auditors' Report.
(b) The following Exhibits are incorporated in the Registration
Statement by reference unless otherwise indicated:
(1) Resolution of Board of Directors of the Depositor
dated December 3, 1985 authorizing the
establishment of the Registrant (Incorporated
herein by reference to Exhibit 1 to the
Registration Statement of the Registrant on Form
N-4, File No. 333-37907, filed on October 14,
1997);
(2) Not Applicable;
(3)(a) Distribution Agreement between the Depositor,
Massachusetts Financial Services Company and
Clarendon Insurance Agency, Inc. (Incorporated
herein by reference to Exhibit 3(a) to
Pre-Effective Amendment No. 1 to the Registration
Statement of the Registrant on Form N-4, File No.
333-37907, filed on January 16, 1998);
(b)(i) Specimen Sales Operations and General Agent
Agreement (Incorporated herein by reference to
Exhibit 3(b)(i) to Pre-Effective Amendment No. 1
to the Registration Statement of the Registrant on
Form N-4, File No. 333-37907, filed on January 16,
1998);
<PAGE>
(b)(ii) Specimen Broker-Dealer Supervisory and Service
Agreement (Incorporated herein by reference to
Exhibit 3(b)(ii) to Pre-Effective Amendment No. 1
to the Registration Statement of the Registrant on
Form N-4, File No. 333-37907, filed on January 16,
1998);
(b)(iii) Specimen Registered Representatives Agent
Agreement (Incorporated herein by reference to
Exhibit 3(b)(iii) to Pre-Effective Amendment No.
1 to the Registration Statement of the Registrant
on Form N-4, File No. 333-37907, filed on January
16, 1998);
(4)(a)(i) Form of Flexible Payment Combination
Fixed/Variable Group Annuity Contract (MFS Regatta
Gold) (Filed as Exhibit 4(a) to Post-Effective
Amendment No. 5 to the Registration Statement of
the Registrant on Form N-4, File No. 33-41628,
filed on September 20, 1994);
(a)(ii) Form of Flexible Payment Combination
Fixed/Variable Group Annuity Contract (MFS
Regatta Platinum)(Filed as Exhibit 4(a) to
Post-Effective Amendment No. 9 to the
Registration Statement of the Registrant on
Form N-4, File No. 33-41628, filed on March 2,
1998);
(b)(i) Form of Certificate to be issued in connection
with Contract filed as Exhibit 4(a)(i) (Filed as
Exhibit 4(b) to Post-Effective Amendment No. 5 to
the Registration Statement of the Registrant on
Form N-4, File No 33-41628, filed on September
20, 1994);
(b)(ii) Form of Certificate to be issued in connection
with Contract filed as Exhibit 4(a)(ii) (Filed as
Exhibit 4(b) to Post-Effective Amendment No. 9 to
the Registration Statement of the Registrant on
Form N-4, File No. 33-41628, filed on March 2,
1998);
(5)(a) Form of Application to be used with the annuity
contract filed as Exhibit 4(a)(i) and Exhibit
4(a)(ii) (Filed as Exhibit 5(a) to Post-Effective
Amendment No. 7 to the Registration Statement of
the Registrant on Form N-4, File No. 33-41628,
filed on April 30, 1996);
(b) Form of Application to be used with the
Certificate filed as Exhibit 4(b)(i) and
Exhibit 4(b)(ii) (Filed as Exhibit 5 (b) to
Post-Effective Amendment No. 7 to the Registration
Statement of the Registrant on Form N-4, File
No. 33-41628, filed on April 30, 1996);
(6)(a) Certificate of Incorporation and By-laws of the
Depositor (Incorporated herein by reference to
Exhibits 3(a) and 3(b), respectively, to the
Registration Statement of the Depositor on Form
S-1, File No. 333-37907, filed on October 14,
1997);
(b) By-laws of the Depositor, as amended effective
as of January 1, 2000 (Incorporated herein by
reference to Pre-Effective Amendment No. 1 to the
Registration Statement in Form N-4, File No.
333-30844, filed June 9, 2000);
(7) Not Applicable;
(8)(a) Form of Participation Agreement by and between
The Alger American Fund, the Depositor, and
Fred Alger and Company, Incorporated (Filed as
Exhibit 8(a) to Post-Effective Amendment No. 13
to the Registration Statement on Form N-4, File
No. 33-41628, filed April 26, 1999);
(b)(i) Form of Participation Agreement dated February 17,
1998 by and between Goldman Sachs Variable,
Insurance Trust, Goldman Sachs & Co. and the
Depositer (Filed as Exhibit 8(b)(i) to
Post-Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-4, File No.
33-41628, filed April 26, 1999);
(ii) Form of Amendment No. 1 dated December 14, 1998 to
Participation Agreement filed as Exhibit 8(b)(i)
(Filed as Exhibit 8(b)(ii) to Post-Effective
Amendment No. 13 to the Registration Statement on
Form N-4, File No. 33-41628, filed April 26,
1999);
(iii) Form of Amendment No. 2 dated as of March 15, 1999
to Participation Agreement filed as
Exhibit 8(b)(i) (Filed as Exhibit 8(b)(iii) to
Post-Effective Amendment No. 13 to the
Registration Statement on Form N-4, File No.
33-41628, filed April 26, 1999);
(c) Form of Fund Participation Agreement between the
Depositor and J.P. Morgan Services Trust II
(Filed as Exhibit 8(c) to Post-Effective
Amendment No. 13 to the Registration Statement
on Form N-4, File No. 33-41628, filed
April 26, 1999);
(d) Form of Participation Agreement dated February 17,
1998 by and among MFS/Sun Life Series Trust, the
Depositor and Massachusetts Financial Services
Company (Filed as Exhibit 8(d) to Post-Effective
Amendment No. 13 to the Registration Statement on
Form N-4, File No. 33-41628, filed
April 26, 1999);
(e) Form of Participation Agreement dated February 17,
1998 by and among OCC Accumulation Trust, the
Depositor and OCC Distributors (Filed as Exhibit
8(e) to Post-Effective Amendment No. 13 to the
Registration Statement on Form N-4, File No.
33-41628, filed April 26, 1999);
(f) Form of Participation Agreement dated February,
1998 by and among the Depositor, Warburg Pincus
Trust, Warburg Pincus Asset Management, Inc. and
Counsellors Securities, Inc. (Filed as Exhibit
8(f) to Post-Effective Amendment No. 13 to the
Registration Statement on Form N-4, File No.
33-41628, filed April 26, 1999);
(g) Form of Participation Agreement dated February 17,
1998 by and among the Depositor, AIM Variable
Insurance Funds, Inc., AIM Distributors, Inc., and
Clarendon Insurance Agency, Inc. (Filed as Exhibit
8(g) to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-4, File No.
333-82957, filed February 3, 2000);
(h) Form of Participation Agreement dated August 18,
1999 by and among the Depositor, Sun Capital
Advisers Trust and Sun Capital Advisers, Inc.
(Filed as Exhibit 8(h) to Post-Effective Amendment
No. 1 to the Registration Statement on Form N-4,
File No. 333-82957, (filed February 3, 2000);
(9) Opinion of Counsel as to the legality of the
securities being registered and Consent to its
use (Previously filed);
(10)(a) Consent of Independent Auditors*;
(b) Representation of Counsel pursuant to Rule
485(b)*;
(11) Financial Statement Schedules I and VI
(Incorporated herein by reference to the
Depositor's Form 10-K Annual Report for the
fiscal year ended December 31, 1999, filed on
March 21, 2000);
(12) Not Applicable;
(13) Schedule for Computation of Performance
Quotations (Incorporated by reference to
Exhibit 13 to Post-Effective Amendment No. 10
to the Registration Statement of the Registrant
on Form N-4, File No. 33-41628, filed on
April 29, 1998);
(14) Not Applicable;
(15)(a) Powers of Attorney (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 of the Registrant on
Form N-4, File No. 333-82957, filed on
February 3, 2000);
(c) Power of Attorney of William W. Stinson (Filed
as Exhibit 15(d) to Post-Effective Amendment
No. 23 to the Registration Statement on Form
N-4, File No. 2-78738, filed on April 20, 2000);
and
(16) Organizational Chart of Sun Life Assurance Company
of Canada (Filed as Exhibit 16 to Pre-Effective
Amendment No. 1 to the Registration Statement of
the Registrant on Form N-4, File No. 333-30844,
filed on June 9, 2000)
* Filed herewith
<PAGE>
Item 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
Name and Principal Positions and Offices
Business Address with Depositor
---------------- --------------
Donald A. Stewart Chairman and Director
150 King Street West
Toronto, Ontario
Canada M5H 1J9
C. James Prieur Vice Chairman and Director
150 King Street West
Toronto, Ontario
Canada M5H IJ9
James A. McNulty, III President and Director
One Sun Life Executive Park
Wellesley Hills, MA 02481
Gregory W. Gee Director
150 King Street West
Toronto, Ontario
Canada M5H 1J9
David D. Horn Director
Strong Road
New Vineyard, ME 04956
Angus A. MacNaughton Director
GenStar Investment Corporation
555 California Street, Suite 4850
San Francisco, CA 94104
S. Caesar Raboy Director
220 Boylston Street
Boston, MA 02110
William W. Stinson Director
Canadian Pacific Limited
1800 Bankers Hall, East Tower
855 - 2nd Street S.W.
Calgary, Alberta
Canada T2P 4Z5
<PAGE>
Name and Principal Positions and Offices
Business Address with Depositor
---------------- --------------
James M.A. Anderson Vice President, Investments
One Sun Life Executive Park
Wellesley Hills, MA 02481
Peter F. Demuth Vice President and Chief Counsel
One Sun Life Executive Park and Assistant Secretary
Wellesley Hills, MA 02481
Ronald J. Fernandes Vice President, Retirement
One Copley Place Products and Services
Boston, MA 02116
Ellen B. King Senior Counsel and Secretary
One Sun Life Executive Park
Wellesley Hills, MA 02481
Davey S. Scoon Vice President, Finance and
One Sun Life Executive Park Treasurer
Wellesley Hills, MA 02481
Robert P. Vrolyk Vice President and 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.), a wholly-owned subsidiary of Sun Life of Canada (U.S.) Holdings,
Inc., a wholly-owned subsidiary of Sun Life Assurance Company of Canada -
U.S. Operations Holdings, Inc., which is in turn a wholly-owned subsidiary of
Sun Life Assurance Company of Canada.
The organizational chart of Sun Life Assurance of Canada is incorporated
herein by reference to Exhibit 16 to Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-4, File No. 333-30844, filed
on June 9, 2000.
<PAGE>
None of the companies listed in Exhibit 16 hereto is a subsidiary of the
Registrant; therefore, the only financial statements being filed are those of
Sun Life Assurance Company of Canada (U.S.).
Item 27. NUMBER OF CONTRACT OWNERS:
As of September 1, 2000, there were 61,632 qualified and 117,974
non-qualified Contracts issued by the Depositor with respect to the securities
registered pursuant to this Registration Statement.
Item 28. INDEMNIFICATION
Pursuant to Section 145 of the Delaware Corporation Law, Article 8 of
the By-laws of Sun Life Assurance Company of Canada (U.S.), as amended,
effective as of January 1, 2000 (a copy of which was filed as Exhibit 6(b) to
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File
No. 333-30844), provides for the indemnification of directors, officers and
employees of Sun Life Assurance Company of Canada (U.S.).
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of Sun Life Assurance Company of Canada (U.S.) pursuant to the certificate of
incorporation, by-laws, or otherwise, Sun Life (U.S.) has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Sun Life (U.S.) of expenses incurred
or paid by a director, officer, controlling person of Sun Life (U.S.) in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, Sun Life (U.S.) will submit to a court of appropriate
jurisdiction the question whether such indemnification by them is against
public policy as expressed in the Act, unless in the opinion of their counsel
the matter has been settled by controlling precedent, and will be governed by
the final adjudication of such issue.
Item 29. PRINCIPAL UNDERWRITERS
(a) Clarendon Insurance Agency, Inc., a wholly-owned subsidiary of the
Depositor, acts as general distributor for the Registrant, Sun Life of Canada
(U.S.) Variable Accounts C, D, E, G, H and I, Sun Life (N.Y.) Variable
Accounts A, B and C, and Money Market Variable Account, High Yield Variable
Account, Capital Appreciation Variable Account, Government Securities
Variable Account, World Governments Variable Account, Total Return Variable
Account, and Managed Sectors Variable Account.
<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address* with Underwriter
---------------- ----------------
<S> <C>
William Franca..................... Managing Principal
Michael M. Senning................. Managing Principal
Davey S. Scoon..................... Treasurer and Director
James M.A. Anderson................ Director
Ronald J. Fernandes................ Director
James A. McNulty, III.............. Director
George E. Maden ................... Secretary
Brian A. Krivitsky................. Vice President
Cynthia M. Orcutt.................. Vice President
Norton A. Goss II.................. Assistant Vice President
</TABLE>
-------------
* The principal business address of all directors and officers of the
principal underwriter except Messrs. Fernandes, Goss and Krivitsky is One Sun
Life Executive Park, Wellesley Hills, Massachusetts 02481. The principal
business address of Messrs. Fernandes, Goss and Krivitsky is One Copley
Place, Boston, Massachusetts 02116.
(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, in whole or in part, by Sun Life Assurance Company
of Canada (U.S.) at its offices at One Sun Life Executive Park, Wellesley
Hills, Massachusetts 02481 and One Copley Place, Boston, Massachusetts
02116, or at the offices of Clarendon Insurance Agency, Inc., at One Sun Life
Executive Park, Wellesley Hills, Massachusetts 02481.
Item 31. MANAGEMENT SERVICES
Not Applicable.
Item 32. UNDERTAKINGS
The Registrant hereby undertakes:
(a) To file a post-effective amendment to this Registration Statement as
frequently as is necessary to ensure that the audited financial statements in
the Registration Statement are never more than 16 months old for so long as
payments under the variable annuity Contracts may be accepted;
(b) To include either (1) as part of any application to purchase a Contract
offered by the prospectus, a space that an Applicant can check to request a
Statement of Additional Information, or (2) a post card or similar 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. 17 to the Registration Statement and has caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf, in the
Town of Wellesley Hills, and Commonwealth of Massachusetts on this 31st day
of August, 2000.
<TABLE>
<S> <C> <C>
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
(Registrant)
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
(Depositor)
By: /s/ JAMES A. MCNULTY, III
----------------------------
James A. McNulty, III
President
</TABLE>
Attest: /s/ SANDRA M. DADALT
----------------------------
Sandra M. DaDalt
As required by the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed by the following
persons in the capacities with the Depositor, Sun Life Assurance Company of
Canada (U.S.), and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------------------- ------------------------------------ --------------
<S> <C> <C>
/s/ JAMES A. MCNULTY, III President and Director August 31, 2000
------------------------------------- (Principal Executive Officer)
James A. McNulty, III
/s/ DAVEY S. SCOON Vice President, Finance, August 31, 2000
------------------------------------- and Treasurer (Principal Financial
Davey S. Scoon and Accounting Officer)
/s/ SANDRA M. DaDALT Attorney-in-Fact for: August 31, 2000
------------------------------------- Donald A. Stewart, Chairman and Director*
Sandra M. DaDalt C. James Prieur, Vice Chairman and Director*
Gregory W. Gee, Director*
David D. Horn, Director**
Angus A. McNaughton, Director*
S. Caesar Raboy, Director*
William W. Stinson, Director***
</TABLE>
Pursuant to Power of Attorney filed as Exhibit 8 to the Registration Statement
on Form S-6 (File No. 333-94359), filed on January 10, 2000.
** Pursuant to Power of Attorney filed as Exhibit 15(b) to Post-Effective
Amendment No.1 to Registrant's Registration Statement on Form N-4 (File No.
333-82957), filed on February 3, 2000.
*** Pursuant to Power of Attorney filed as Exhibit 15(d) to Post-Effective
Amendment No. 23 to the Registration Statement on Form N-4, File No. 2-78738,
filed April 20, 2000.
<PAGE>
EXHIBIT INDEX
(10)(a) Consent of Independent Auditors
(10)(b) Representation of Counsel pursuant to Rule 485(b)
