<PAGE>
As filed with the Securities and Exchange Commission on September 11, 2000
REGISTRATION NO. 333-05227
811-05846
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM N-4
POST-EFFECTIVE AMENDMENT NO. 8 /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
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.
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 Amendment to the Registration Statement on Form N-4 (File
No. 333-05227), which became effective on October 2, 1996 (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 MFS Regatta
Classic Variable and Fixed Annuity.
The supplement included in this Amendment describes additional variable
investment options to be made available under the MFS Regatta Classic annuity
contracts offered pursuant to the Registration Statement. This Amendment
relates only to the supplement to the prospectus and profile for the MFS
Regatta Classic 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 Profile and Prospectus dated May 1, 2000, as supplemented by
Supplement dated June 26, 2000 (incorporated herein, together with the
Profile and Prospectus dated May 1, 2000, as supplemented by Supplement dated
June 26, 2000, for the Futurity Focus Variable and Fixed Annuity, by
reference to Post-Effective Amendments No. 6 and No. 7 to the Registration
Statement on Form N-4 (Registration No. 333-05227) filed April 5, 2000 and
June 26, 2000, respectively), for the following:
MFS Regatta Classic 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 CLASSIC
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 Classic 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 Classic
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 1.25% 1.25% 2.50% $25 $284
Mid Cap Growth Series 1.25% 1.00% 2.25% $23 $258
</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)
FUND 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 page 6 of the
Prospectus are supplemented as follows:
If you do or 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 $50,000 and a 5% annual return:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Global Telecommunications Series....... $25 $78 $133 $284
Mid Cap Growth Series.................. $28 $70 $120 $258
</TABLE>
2
<PAGE>
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 first paragraph 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 THE MFS REGATTA CLASSIC 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.
CLASSUPP 9/00
3
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF
ADDITIONAL INFORMATION
Incorporated herein by reference to Post-Effective Amendment No. 6 to the
Registration Statement on Form N-4 (Registration No. 333-05227), filed April 5,
2000, is the Statement of Additional Information dated May 1, 2000 for each of
the following:
MFS Regatta Classic Variable and Fixed Annuity
Futurity Focus 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. 6 to the Registration Statement on Form N-4
(Registration No. 333-05227), filed April 5, 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 Statement of Operations, Year Ended December 31, 1999;
1998 and 1997;
3. Statutory Statement of Changes in Capital Stock and Surplus, Years
Ended December 31, 1999, 1998 and 1997;
4. Statutory Statement of Cash Flow, Years Ended December 31, 1999,
1998 and 1997;
5. Notes to Statutory 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.
<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 (Incorporated by reference 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) Form of Marketing Services Agreement between the
Depositor, Sun Life of Canada (U.S.) Distributors,
Inc., and Clarendon Insurance Agency, Inc.
(Incorporated by reference 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 by reference 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)(ii) Specimen Broker-Dealer Supervisory and Service
Agreement (Incorporated by reference 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 General Agent Agreement (Incorporated by
reference to Pre-Effective Amendment No. 1 to the
Registration Statement of the Registrant on Form N-4,
File No. 333-37907, filed on January 16, 1998);
(4)(a) Form of Flexible Payment Deferred Combination
Variable and Fixed Group Annuity Contract
(Incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement of the
Registrant on Form N-4, File No. 333-05227, filed on
April 10, 1998);
(b) Form of Certificate to be issued in connection with
the Contract filed as Exhibit 4(a) (Incorporated by
reference to Post-Effective Amendment No. 2 to the
Registration Statement of the Registrant on Form N-4,
File No. 333-05227, filed on April 10, 1998);
(c) Form of Flexible Payment Deferred Combination
Variable and Fixed Individual Annuity Contract
(Incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement of the
Registrant on Form N-4, File No. 333-05227, filed on
April 10, 1998);
(5)(a) Form of Application to be used with the Certificate
filed as Exhibit 4(b) and the Contract filed as
Exhibit 4(c) (Incorporated by reference to
Post-Effective Amendment No. 2 to the Registration
Statement of the Registrant on Form N-4, File
No. 333-05227, filed on April 10, 1998);
(6)(a) Certificate of Incorporation and By-laws of the
Depositor (Incorporated by reference to the
Registration Statement of the Registrant on Form N-4,
File No. 333-37907, filed on October 14, 1997);
(b) By-laws of the Depositor, as amended effective as
of January 1, 2000 (Incorporated by reference
to Pre-Effective Amendment No. 1 to the Registration
Statement on 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 (Incorporated
by reference to Post-Effective Amendment No. 13 to the
Registration Statement of the Registrant on Form N-4,
File No. 33-41628, filed April 23, 1999);
(b)(i) Form of Participation Agreement dated February 17,
1998 by and between Goldman Sachs Variable,
Insurance Trust, Goldman Sachs & Co. and the
Depositor (Incorporated by reference to
Post-Effective Amendment No. 13 to the Registration
Statement of the Registrant on Form N-4, File
No. 33-41628, filed April 23, 1999);
(ii) Form of Amendment No. 1 dated December 14, 1998 to
Participation Agreement filed as Exhibit 8(b)(i)
(Incorporated by reference to Post-Effective Amendment
No. 13 to the Registration Statement of the Registrant
on Form N-4, File No. 33-41628, filed April 23, 1999);
(iii) Form of Amendment No. 2 dated as of March 15, 1999
to Participation Agreement filed as Exhibit 8(b)(i)
(Incorporated by reference to Post-Effective
Amendment No. 13 to the Registration Statement of the
Registrant on Form N-4, File No. 33-41628, filed
April 23, 1999);
(c) Form of Fund Participation Agreement between
Depositor and J.P. Morgan Services Trust II
(Incorporated by reference to Post-Effective Amendment
No. 13 to the Registration Statement of the Registrant
on Form N-4, File No. 33-41628, filed April 23, 1999);
(d) Form of Participation Agreement dated February 17,
1998 by and among MFS/Sun Life Services Trust, the
Depositor and Massachusetts Financial Services
Company (Incorporated by reference to Post-Effective
Amendment No. 13 to the Registration Statement of the
Registrant on Form N-4, File No. 33-41628, filed
April 23, 1999);
(e) Form of Participation Agreement dated February 17,
1998 by and among OCC Accumulation Trust, the
Depositor and OCC Distributors (Incorporated by
reference to Post-Effective Amendment No. 13 to the
Registration Statement of the Registrant on Form N-4,
File No. 33-41628, filed April 23, 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 (Incorporated by
reference to Post-Effective Amendment No. 13 to the
Registration Statement of the Registrant on Form N-4,
File No. 33-41628, filed April 23, 1999);
(g) Form of Participation Agreement dated February 17,
1998 by and among the Depositor, AIM Variable
Insurance Funds, Inc., AIM Distributors, Inc., and
Claredon Insurance Agency, Inc. (Incorporated by
reference to Post-Effective Amendment No. 1 to
Registrant's 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. (Incorporated by
reference to Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-4,
File No. 333-82957, filed February 3, 2000);
<PAGE>
(9) Opinion of Counsel (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 by
reference to the Annual Report of Depositor on Form 10-K,
filed on March 21, 2000);
(12) Not Applicable;
(13) Schedule for computation of performance quotations (Incorporated
by reference to Post-Effective Amendment No. 2 to the
Registration Statement of the Registrant on Form N-4, File
No. 333-05227, filed on April 10, 1998);
(14) Not Applicable;
(15) (a) Powers of Attorney (Incorporated by reference to the
Registration Statement on Form S-6, File No. 333-94359,
filed on January 10, 2000);
(b) Power of Attorney of David D. Horn (Filed as Exhibit to
Post-Effective Amendment No.4 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 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 on Form N-4, File No. 333-30844
filed on June 9, 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
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
William W. Stinson Director
Canadian Pacific Limited
1800 Bankers Hall, East Tower
855 - 2nd Street S.W.
Calgary, Alberta
Canada T2P 4Z5
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 Products
One Copley Place and Series
Boston, MA 02116
Ellen B. King Senior Counsel and Secretary
One Sun Life Executive Park
Wellesley Hills, MA 02481
Davey S. Scoon Vice President, Finance and
One Sun Life Executive Park Treasurer
Wellesley Hills, MA 02481
Robert P. Vrolyk Vice President and
One Sun Life Executive Park Actuary
Wellesley Hills, MA 02481
Item 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
No person is directly or indirectly controlled by the Registrant. The
Registrant is a separate account of Sun Life Assurance Company of Canada (U.S.),
a wholly-owned subsidiary of Sun Life of Canada (U.S.) Holdings, Inc., a
wholly-owned subsidiary of Sun Life Assurance Company of Canada- U.S.
Operation Holdings, Inc., which is in turn a wholly-owned subsidiary of Sun
Life Assurance Company of Canada.
The organizational chart of Sun Life Assurance Company of Canada is
incorporated herein by reference to Exhibit 16 to Pre-Effective Amendment
No. 1 to Registrant's Registration Statement on Form N-4 (File No. 333-30844)
filed June 9, 2000.
<PAGE>
None of the companies listed in such Exhibit 16 is a subsidiary of the
Registrant; therefore the only financial statements being filed are those of
Sun Life Assurance Company of Canada (U.S.).
Item 27. NUMBER OF CONTRACT OWNERS:
As of September 1, 2000, there were 469 qualified and 1,377 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 is filed as Exhibit 6(b) 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, unless in the opinion of their
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification
by them is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
Item 29. PRINCIPAL UNDERWRITERS
(a) Clarendon Insurance Agency, Inc., which is 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.
<PAGE>
Name and Principal Positions and Offices
Business Address* with Underwriter
------------------ ---------------------
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. Krivitsy................ Vice President
Cynthia M. Orcutt................ Vice President
Norton A. Goss, II............... Assistant Vice President
------------------
* 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 by Sun Life Assurance Company of Canada (U.S.), in
whole or in part, at its executive office at One Sun Life Executive Park,
Wellesley Hills, Massachusetts 02481, at the offices of Retirement Products
and Services Division at One Copley Place, Boston, Massachusetts 02116, at
the offices of Massachusetts Financial Services Company at 500 Boylston
Street, Boston, Massachusetts 02116 or at the offices of Clarendon Insurance
Agency, Inc., 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 Contract, 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 the 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. 8 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.
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/ SANDRA M. DaDALT
-----------------------
Sandra M. DaDalt
Senior Counsel
As required by the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed 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 January 10, 2000.
** Pursuant to Power of Attorney filed as an Exhibit to Post-Effective
Amendment No. 1 to the Registration Statement on Form N-4, File
No. 333-82957, filed 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)
