<PAGE>
As Filed with the Securities and Exchange Commission on June 26, 2000
REGISTRATION NO. 33-41628
811-05846
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM N-4
POST-EFFECTIVE AMENDMENT NO. 16 /X/
TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 27 /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 July 17, 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
Futurity II Variable and Fixed Annuity
Each of the supplements describes additional variable investment options to
be made available under the annuity contracts offered pursuant to the
Registration Statement. This Amendment relates only to the supplement to the
prospectus and profile for the each of the above-referenced annuity products
included in this Amendment and does not otherwise delete, amend or supersede
any information contained in the Registration Statement, as amended.
<PAGE>
PART A
INFORMATION REQUIRED IN A PROSPECTUS
Attached hereto and made a part hereof is a Supplement dated June 26,
2000 to the Prospectus dated May 1, 2000 (incorporated herein by reference
from Post-Effective Amendment No. 15 to the Registration Statement on Form
N-4 (Registration No. 333-41628), filed April 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>
SUPPLEMENT DATED JUNE 26, 2000
TO
PROFILE DATED MAY 1, 2000
AND
PROSPECTUS DATED MAY 1, 2000
FOR
MFS REGATTA PLATINUM
VARIABLE AND FIXED ANNUITY
ISSUED BY SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
Effective July 17, 2000, with the addition of a new Series -- the
Technology Series -- to the MFS/Sun Life Series Trust (the "Series Fund"), you
may allocate your money among 27 variable investment options available under the
MFS Regatta Platinum Variable and Fixed Annuity. Market conditions will
determine the value of an investment in the Technology Series and any other
Series. The Technology Series and the other Series available as Variable Account
investment options under the Contract are described in the current Series Fund
prospectus, as supplemented.
As a result of the addition of the Technology Series, the Profile dated
May 1, 2000 (the "Profile") and the Prospectus dated May 1, 2000 (the
"Prospectus") are amended and supplemented as follows:
1. The third paragraph of Section 1, "The MFS Regatta Platinum Annuity,"
of the Profile and the second paragraph on the cover page of the Prospectus are
each amended by deleting the first sentence in its entirety and replacing it
with the following:
"You may choose among 27 variable investment options and a range of fixed
interest 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
supplemented by the addition of the Technology Series.
3. The summary expense chart appearing in Section 5, "Expenses," of the
Profile is 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>
Technology Series......................... 1.50 % 1.00 % 2.50 % $81 $284
</TABLE>
4. The "Series Fund Annual Expenses" table and the footnotes thereto
appearing on page 5 of the Prospectus are amended and supplemented as follows:
<TABLE>
<CAPTION>
OTHER TOTAL SERIES
MANAGEMENT EXPENSES (2) EXPENSES (2)
FEES (AFTER REIMBURSEMENT) (AFTER REIMBURSEMENT)
---------- --------------------- ---------------------
<S> <C> <C> <C>
Technology Series (4)................... 0.75% 0.25% 1.00%
</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. For all Series except the Technology 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 are estimates for the year 2000, based on the
applicable expense reimbursement waiver. No actual expense figures are
shown for the Technology Series because it commenced operations in June
2000 and, therefore, has less than 12 months of investment performance.
1
<PAGE>
(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%
Technology Series....................................... 1.03%
Utilities Series........................................ 0.81%
</TABLE>
(4) MFS has agreed to bear the expenses of the 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
arrangement will continue until at least May 1, 2001, unless changed with
the consent of the Series Fund's Board of Directors.
5. 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 YEAR 5 YEAR 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Technology Series........................................... $81 $117 $158 $284
</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 an average Contract size of $35,000 and a 5% annual return:
<TABLE>
<CAPTION>
1 YEAR 3 YEAR 5 YEAR 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Technology Series........................................... $25 $ 78 $133 $284
</TABLE>
6. 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 is deleted in its entirety and
replaced by the following:
"The Series Fund is composed of 28 independent portfolios of securities,
each of which has separate investment objectives and policies. Shares of
the Series Fund are issued in 28 Series, each corresponding to one of the
portfolios. The Contract provides for investment by the Sub-Accounts in
shares of the 27 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 Fund description is added on page 10 of the Prospectus:
"TECHNOLOGY SERIES will seek capital appreciation."
THIS SUPPLEMENT IS NOT VALID UNLESS ACCOMPANIED OR PRECEDED BY THE CURRENT
PROSPECTUS OF THE MFS REGATTA PLATINUM VARIABLE AND FIXED ANNUITY, AND THE
CURRENT PROSPECTUS OF THE MFS/SUN LIFE SERIES TRUST, AS SUPPLEMENTED. THIS
SUPPLEMENT AND THE PROSPECTUSES SHOULD BE READ AND RETAINED FOR FURTHER
REFERENCE.
PLATSUPP-1 6/00
2
<PAGE>
SUPPLEMENT DATED JUNE 26, 2000
TO
PROFILE DATED MAY 1, 2000
AND
PROSPECTUS DATED MAY 1, 2000
FOR
MFS REGATTA GOLD
VARIABLE AND FIXED ANNUITY
ISSUED BY SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
Effective July 17, 2000, with the addition of a new Series -- the
Technology Series -- to the MFS/Sun Life Series Trust (the "Series Fund"), you
may allocate your money among 27 variable investment options available under the
MFS Regatta Gold Variable and Fixed Annuity. Market conditions will determine
the value of an investment in the Technology Series and any other Series. The
Technology Series and the other Series available as Variable Account investment
options under the Contract are described in the current Series Fund prospectus,
as supplemented.
As a result of the addition of the Technology Series, the Profile dated
May 1, 2000 (the "Profile") and the Prospectus dated May 1, 2000 (the
"Prospectus") are amended and supplemented as follows:
1. The third paragraph of Section 1, "The MFS Regatta Gold Annuity," of
the Profile and the second paragraph on the cover page of the Prospectus are
each amended by deleting the first sentence in its entirety and replacing it
with the following:
"You may choose among 27 variable investment options and a range of
fixed interest 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
supplemented by the addition of the Technology Series.
3. The summary expense chart appearing in Section 5, "Expenses," of the
Profile is 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>
Technology Series......................... 1.50 % 1.00 % 2.50 % $81 $284
</TABLE>
4. The "Series Fund Annual Expenses" table and the footnotes thereto
appearing on page 5 of the Prospectus are amended and supplemented as follows:
<TABLE>
<CAPTION>
OTHER TOTAL SERIES
MANAGEMENT EXPENSES (2) EXPENSES (2)
FUND FEES (AFTER REIMBURSEMENT) (AFTER REIMBURSEMENT)
---- ---------- --------------------- ---------------------
<S> <C> <C> <C>
Technology Series (4)................... 0.75% 0.25% 1.00%
</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. For all Series except the Technology 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 are estimates for the year 2000, based on the
applicable expense reimbursement waiver. No actual expense figures are
shown for the Technology Series because it commenced operations in June
2000 and, therefore, has less than 12 months of investment performance.
1
<PAGE>
(2) Each Series has an expense offset arrangement which reduces the Series'
custodian fee based on 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%
Technology Series....................................... 1.03%
Utilities Series........................................ 0.81%
</TABLE>
(4) MFS has agreed to bear the expenses of the 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
arrangement will continue until at least May 1, 2001, unless changed with
the consent of the Series Fund's Board of Directors.
5. 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 YEAR 5 YEAR 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Technology Series........................................... $81 $117 $158 $284
</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 an average Contract size of $35,000 and a 5% annual return:
<TABLE>
<CAPTION>
1 YEAR 3 YEAR 5 YEAR 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Technology Series........................................... $25 $ 78 $133 $284
</TABLE>
6. The "Variable Account Options: The MFS/Sun Life Series Trust" section,
beginning on page 9 of the Prospectus, is supplemented as follows:
(a) The second paragraph of the section is deleted in its entirety and
replaced by the following:
"The Series Fund is composed of 28 independent portfolios of
securities, each of which has separate investment objectives and
policies. Shares of the Series Fund are issued in 28 Series, each
corresponding to one of the portfolios. The Contract provides for
investment by the Sub-Accounts in shares of the 27 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 Fund description is added to page 11 of the Prospectus:
"TECHNOLOGY SERIES will seek capital appreciation."
THIS SUPPLEMENT IS NOT VALID UNLESS ACCOMPANIED OR PRECEDED BY THE CURRENT
PROSPECTUS OF THE MFS REGATTA GOLD VARIABLE AND FIXED ANNUITY AND THE CURRENT
PROSPECTUS OF THE MFS/SUN LIFE SERIES TRUST, AS SUPPLEMENTED. THIS SUPPLEMENT
AND THE PROSPECTUSES SHOULD BE READ AND RETAINED FOR FURTHER REFERENCE.
GOLDSUPP-1 6/00
2
<PAGE>
SUPPLEMENT DATED JUNE 26, 2000
TO
PROFILE DATED MAY 1, 2000
AND
PROSPECTUS DATED MAY 1, 2000
FOR
FUTURITY II
VARIABLE AND FIXED ANNUITY
ISSUED BY SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
Effective July 17, 2000, with the addition of two new Funds -- the Sun
Capital Davis Financial Fund and the Sun Capital Davis Venture Value Fund (each,
a "Fund") -- to the Sun Capital Advisers Trust, you may allocate your money
among 41 variable investment options available under the Futurity II Variable
and Fixed Annuity. The Sun Capital Advisers Trust is managed by Sun Capital
Advisers, Inc., a wholly-owned subsidiary of Sun Life Assurance Company of
Canada (U.S.). Market conditions will determine the value of an investment in
any of the new Funds and in any other Fund. The Funds are described in the
current Fund prospectuses.
As a result of the addition of the new Funds, the Profile dated May 1,
2000 (the "Profile") and the Prospectus dated May 1, 2000 (the "Prospectus") for
the Futurity II Variable and Fixed Annuity are amended and supplemented as
follows:
1. The third paragraph of Section 1, "The Futurity II Annuity," of the
Profile and the second paragraph on the cover page of the Prospectus are each
amended by deleting the first sentence in its entirety and replacing it with the
following:
"You may choose among 41 variable investment options and a range of fixed
interest options."
2. The list of the available investment options under the Sun Capital
Advisers Trust appearing in Section 4, "Allocation Options," of the Profile and
on the cover page of the Prospectus is supplemented by the addition of the Sun
Capital Davis Financial Fund and the Sun Capital Davis Venture Value Fund.
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 FUND ANNUAL AT END
SUB-ACCOUNT CHARGES EXPENSES EXPENSES 1 YEAR 10 YEARS
------------------------------------ ---------------- ------------ -------- -------- --------
<S> <C> <C> <C> <C> <C>
Sun Capital Davis Financial Fund 1.50% 0.90 % 2.40 % $80 $274
Sun Capital Davis Venture Value Fund 1.50% 0.90 % 2.40 % $80 $274
</TABLE>
4. The "Underlying Fund Annual Expenses" table on page 5 of the Prospectus
is hereby supplemented as follows:
<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT OTHER ANNUAL
FEES (AFTER EXPENSES (AFTER EXPENSES (AFTER
REIMBURSEMENT)(2) REIMBURSEMENT)(2) REIMBURSEMENT)(2)
----------------- ----------------- -----------------
<S> <C> <C> <C>
Sun Capital Davis Financial Fund(10)...... 0.75% 0.15% 0.90%
Sun Capital Davis Venture Value
Fund(10)................................. 0.75% 0.15% 0.90%
</TABLE>
5. Footnote 2 to the "Underlying Fund Annual Expense" table beginning on
page 6 of the Prospectus is hereby deleted in its entirety and replaced by the
following:
(2) For all Funds, except the Sun Capital Davis Financial Fund and Sun
Capital Davis Venture Value Fund, "Management Fees,""Other Expenses,"
and "Total Fund Annual Expenses" are
1
<PAGE>
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 Sun Capital Davis Financial Fund and the Sun Capital Davis
Venture Value Fund are estimates for the year 2000, based on the
applicable expense reimbursement waiver; no actual expense figures are
shown for these Funds because they commenced operations in July 2000
and, therefore, have less than 12 months of investment experience.
6. Additionally, the following footnote to the "Underlying Fund Annual
Expenses" table of the Prospectus is added to page 7 of the Prospectus:
(10) The management fee for each of the Sun Capital Davis Financial Fund and
the Sun Capital Davis Venture Value Fund decreases to 0.70% as the
daily net assets of each Fund exceed $500 million.
7. The Examples presented on pages 8 and 9 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>
Sun Capital Davis Financial Fund............................ $80 $114 $154 $274
Sun Capital Davis Venture Value Fund........................ $80 $114 $154 $274
</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 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>
Sun Capital Davis Financial Fund............................ $24 $75 $128 $274
Sun Capital Davis Venture Value Fund........................ $24 $75 $128 $274
</TABLE>
8. The descriptions of the Funds available under the Sun Capital Advisers
Trust contained in the "Variable Account Options: The Funds" section beginning
on page 11 of the Prospectus are supplemented by the following:
SUN CAPITAL DAVIS FINANCIAL FUND seeks growth of capital by investing
primarily in the common stock of financial services companies.
SUN CAPITAL DAVIS VENTURE VALUE FUND seeks growth of capital by investing
primarily in the common stock of U.S. companies with market capitalizations
of at least $5 billion.
THIS SUPPLEMENT IS NOT VALID UNLESS ACCOMPANIED OR PRECEDED BY THE CURRENT
FUTURITY II VARIABLE AND FIXED ANNUITY PROSPECTUS, DATED MAY 1, 2000, AND SHOULD
BE READ TOGETHER WITH THE PROSPECTUS AND THE CURRENT FUND PROSPECTUSES. THIS
SUPPLEMENT AND THE PROSPECTUSES SHOULD BE READ AND RETAINED FOR FURTHER
REFERENCE.
2
<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 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 April 28, 1998);
(a)(ii) Form of Flexible Payment Combination
Fixed/Variable Group Annuity Contract (MFS
Regatta Platinum (Incorporated by reference to
Exhibit 4(a) to Post-Effective Amendment No. 9 to
the Registration Statement of the Registrant on
Form N-4, File No. 33-41628, filed on March 2,
1998);
(b)(i) Form of Certificate to be issued in connection
with Contract filed as Exhibit 4(a)(i) (Filed as
Exhibit 4(b) to Post-Effective Amendment No. 5 to
the Registration Statement of the Registrant on
Form N-4, File No 33-41628, filed on April 28,
1998);
(b)(ii) Form of Certificate (MFS Regatta Platinum) to be
issued in connection with Contract filed as
Exhibit 4(a)(ii) (Incorporated by reference to
Exhibit 4(b) to Post-Effective Amendment No. 9 to
the Registration Statement of the Registrant on
Form N-4, File No. 33-41628, filed on March 2,
1998);
(5)(a)(i) Form of Application to be used with the annuity
contract filed as Exhibit 4(a)(i) (Filed as
Exhibit 5(a) to Post-Effective Amendment No. 7 to
the Registration Statement of the Registrant on
Form N-4, File No. 33-41628, filed on April 28,
1998);
(a)(ii) Form of Application to be used with the annuity
contract filed as Exhibit 4(a)(ii) (Incorporated
herein by reference to Exhibit 5(a) to
Post-Effective Amendment No. 9 to the Registration
Statement of the Registrant on Form N-4, File No.
33-41628, filed on March 2, 1998);
(b)(i) Form of Application to be used with the
Certificate filed as Exhibit 4(b)(i) (Filed as
Exhibit 5 (b) to Post-Effective Amendment No. 7
to the Registration Statement of the Registrant on
Form N-4, File No. 33-41628, filed on April 28,
1998);
(b)(ii) Form of Application to be used with the
Certificate filed as Exhibit 4(b)(ii)
(Incorporated herein by reference to
Exhibit 5(b) to Post-Effective Amendment
No. 9 to the Registration Statement of the
Registrant on Form N-4, File 33-41628, filed
on March 2, 1998);
(6)(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, Sun Life Assurance
Company of Canada, 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 Sun Life
Assurance Company of Canada (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 Sun
Life Assurance Company of Canada 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 Services Trust, Sun
Life Assurance Company of Canada 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, Sun Life
Assurance Company of Canada 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 Sun Life Assurance Company of
Canada, 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 Sun Life Assurance Company of
Canada, 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 Sun Life Assurance Company of
Canada, 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); and
(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 on April 5, 2000);
(d) 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
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
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 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 June 14, 2000, there were 61,366 qualified and 117,900
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
Roy P. Creedon..................... Assistant 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(b) for effectiveness of this Post-Effective
Amendment No. 16 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 23rd day of June, 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/ EDWARD M. SHEA
--------------------------
Edward M. Shea
Assistant Vice President and Senior Counsel
As required by the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed by the following
persons in the capacities with the Depositor, Sun Life Assurance Company of
Canada (U.S.), and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
------------------------------------- ------------------------------------ --------------
<S> <C> <C>
/s/ JAMES A. MCNULTY, III President and Director June 23, 2000
------------------------------------- (Principal Executive Officer)
James A. McNulty, III
/s/ DAVEY S. SCOON Vice President, Finance, June 23, 2000
------------------------------------- and Treasurer (Principal Financial
Davey S. Scoon and Accounting Officer)
* /s/ DONALD A. STEWART Chairman and Director June 23, 2000
-------------------------------------
Donald A. Stewart
* /s/ C. JAMES PRIEUR Vice Chairman and Director June 23, 2000
-------------------------------------
C. James Prieur
**/s/ RICHARD B. BAILEY Director June 23, 2000
-------------------------------------
Richard B. Bailey
</TABLE>
* By Edward M. Shea 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.
**By Edward M. Shea pursuant to Power of Attorney 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.
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
----------------------------------------------------------------------------- --------------
<S> <C> <C>
* /s/ GREGORY W. GEE Director June 23, 2000
-------------------------------------
Gregory W. Gee
*** /s/ DAVID D. HORN Director June 23, 2000
-------------------------------------
David D. Horn
* /s/ ANGUS A. MACNAUGHTON Director June 23, 2000
-------------------------------------
Angus A. MacNaughton
*/s/ S. CAESAR RABOY Director June 23, 2000
-------------------------------------
S. Caesar Raboy
*** /s/ WILLIAM W. STINSON Director June 23, 2000
-------------------------------------
William W. Stinson
</TABLE>
* By Edward M. Shea 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.
*** By Edward M. Shea 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.
**** By Edward M. Shea 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.
