485BPOS 1 nyselectfiling.htm Unassociated Document
 
 
 

As Filed with the Securities and Exchange Commission on December 10, 2007
 
REGISTRATION NO. 333-119154
 
811-04440


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 7

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 46

SUN LIFE (N.Y.) VARIABLE ACCOUNT C
(Exact Name of Registrant)

SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Name of Depositor)

60 East 42nd Street, Suite 1115
New York, New York 10165
(Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number, including Area Code: (212) 983-6352

Bruce A. Teichner, Assistant Vice President and Senior Counsel
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park, SC 1335
Wellesley Hills, Massachusetts 02481
(Name and Address of Agent for Service)

Copies of Communications to:
Thomas C. Lauerman, Esq.
Jorden Burt LLP
1025 Thomas Jefferson Street, N.W.
Suite 400 East
Washington, D.C. 20007-0805

It is proposed that this filing will become effective (check appropriate box)

R immediately upon filing pursuant to paragraph (b) of Rule 485
£ on (date) 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 a previously filed post-effective amendment.

No filing fee is due because an indefinite amount of securities is deemed to have been registered in reliance on Section 24(f) of the Investment Company Act of 1940.

 
 
 


This Amendment No. 7 to the Registration Statement on Form N-4 (the "Registration Statement") (File Nos. 333-119154, 811-04440) is being filed pursuant to Rule 485(b) under the Securities Act of 1933, as amended, in order in order to add a supplement to prospectus filed with Post-Effective Amendment No. 6 to the Registration Statement, which was filed on April 27, 2007.  This Amendment does not otherwise delete, amend, or supersede any prospectus, statement of additional information, exhibit, or other information contained in Post-Effective Amendment No. 6 to the Registration Statement.


 
 
 


PART A


 
 
 

SUN LIFE INSURANCE AND ANUITY COMPANY OF NEW YORK
SUPPLEMENT DATED DECEMBER 10, 2007

TO PROSPECTUSES DATED MAY 1, 2007
FOR SUN LIFE FINANCIAL MASTERS EXTRA NY, SUN LIFE FINANCIAL MASTERS CHOICE NY,
SUN LIFE FINANCIAL MASTERS FLEX NY, SUN LIFE FINANCIAL MASTERS REWARD NY,
AND SUN LIFE FINANCIAL MASTERS SELECT NY

ISSUED BY SUN LIFE (N.Y.) VARIABLE ACCOUNT C

On or about March 10, 2008, the above-captioned prospectuses are amended to add new investment options.

The following new investment options will be added to the above-captioned prospectuses on or about March 10, 2008.As a result,the list of the available investment options appearing on the cover page of each prospectus is supplemented by the addition of the following investment options and corresponding investment management disclosures:

Large-Cap Equity Funds
Asset Allocation Funds
AllianceBernstein VPS Wealth Appreciation Strategy
AllianceBernstein VPS Balanced Wealth Strategy
Portfolio, Class B
Portfolio, Class B
Fidelity® VIP Contrafund Portfolio - Service Class 2
Franklin Templeton Founding Funds Allocation
SCSM Lord Abbett Growth & Income Fund - I Class*
Fund, Class 2
SCSM Lord Abbett Growth & Income Fund - S Class
Van Kampen UIF Equity & Income Fund II
Mid-Cap Equity Funds
Emerging Markets Equity Funds
SCSM Blue Chip Mid Cap Fund - S Class
Lazard Retirement Emerging Markets Portfolio
SCSM Goldman Sachs Mid Cap Value Fund - I Class*
Short-Term Bond Funds
SCSM Goldman Sachs Mid Cap Value Fund - S Class
SCSM Goldman Sachs Short Duration Fund - S Class
Van Kampen UIF Mid Cap Growth Fund II
High Yield Bond Funds
Van Kampen UIF US Mid Cap Value Fund II
SCSM PIMCO High Yield Fund - I Class*
International/Global Equity Funds
SCSM PIMCO High Yield Fund - S Class
AllianceBernstein VPS International Growth Portfolio,
Money Market Funds
Class B
Sun Capital Money Market Fund - S Class
AllianceBernstein VPS International Value Portfolio,
  
Class B
  
 -----------------------------------------------
* Available only to Contract Owners who purchased their Contract prior to March 10, 2008.

AllianceBernstein L.P. advises the AllianceBernstein VPS Portfolios. Fidelity® Management & Research Company advises the Fidelity VIP Contrafund Portfolio (with Fidelity Research & Analysis Company, Fidelity Management & Research (U.K.) Inc., Fidelity International Investment Advisors, Fidelity International Investment Advisors (U.K.) Limited, and Fidelity Investments Japan Limited serving as sub-advisers). Franklin Templeton Services, LLC administers the Franklin Templeton Founding Funds (with the following advising the underlying portfolios of the fund: Advisers advising the Franklin Income Securities Fund, Franklin Mutual Advisers LLC advising Mutual Shares Securities Fund and Templeton Global Advisers Limited advising Templeton Growth Securities Fund). Lazard Asset Management LLC advises the Lazard Retirement Portfolio. Morgan Stanley Investment Management Inc. advises the Van Kampen UIF Funds. Sun Capital Advisers LLC, our affiliate, advises the Sun Capital Funds; SCSM Lord Abbett Growth & Income Fund (sub-advised by Lord, Abbett & Co. LLC), SCSM Goldman Sachs Mid Cap Value Fund and SCSM Goldman Sachs Short Duration Fund (sub-advised by Goldman Sachs Asset Management, L.P.), SCSM PIMCO High Yield Fund (sub-advised by Pacific Investment Management Company LLC) and the SCSM Blue Chip Mid Cap Fund (sub-advised by Wellington Management Company, LLP).

The following Funds are not available for investment in Contracts issued on or after March 10, 2008:

Lord Abbett Series Fund Growth & Income Portfolio - Class VC
  
Lord Abbett Series Fund Mid-Cap Value Portfolio - Class VC
  
MFS®/ Sun Life High Yield Series - S Class
  
MFS®/ Sun Life Money Market Series - S Class
  
PIMCO VIT All Asset Portfolio
  
PIMCO VIT Low Duration Portfolio
  
Templeton Developing Markets Securities Fund - Class 2
  


 
 
 

On or about March 10, 2008, Appendix I - Build Your Portfolio is deleted in its entirety and replaced with the following:

APPENDIX I - BUILD YOUR PORTFOLIO

This Appendix sets forth the Funds and percentage limits that constitute the "build your portfolio" program. This program is more fully described under "BUILD YOUR PORTFOLIO" in the Prospectus. Briefly, if you comply with this program, the portfolio you build will satisfy the "Designated Funds" requirement under certain optional living benefit riders.

Intermediate and Long-Term Bond Funds
 
Core Equity Funds
 
Growth Equity Funds
 
Specialty Funds
25% to 60%
20% to 50%
0% to 30%
0% to 10%
       
PIMCO VIT Total Return Portfolio
Franklin Income Securities Fund
Franklin Small Cap Value Securities Fund
Franklin Strategic Income Securities Fund
Sun Capital Investment Grade Bond Fund®
Oppenheimer Balanced Fund/VA
SCSM Oppenheimer Main Street Small Cap Fund
MFS®/Sun Life High Yield Series6
MFS®/Sun Life Government Securities Series
Fidelity® VIP Balanced Portfolio
MFS®/Sun Life Emerging Growth Series2
PIMCO VIT Emerging Markets Bond Portfolio
MFS®/Sun Life Bond Series
Lord Abbett Series Fund All Value Portfolio
Oppenheimer Capital Appreciation Fund/VA
Sun Capital Real Estate Fund®
PIMCO VIT Real Return Portfolio
Lord Abbett Series Fund Growth & Income Portfolio6
Sun Capital® All Cap Fund
PIMCO VIT All Asset Portfolio6
Huntington VA Mortgage Securities Fund5
MFS®/Sun Life Value Series
Lord Abbett Series Fund Growth Opportunities Portfolio
PIMCO VIT CommodityRealReturn Strategy Portfolio
MFS®/Sun Life Money Market Series6
MFS®/Sun Life Total Return Series
Oppenheimer Main St. Small Cap Fund/VA2
Templeton Developing Markets Securities Fund6
PIMCO VIT Low Duration Portfolio6
Van Kampen LIT Comstock
MFS®/Sun Life New Discovery Series2
MFS®/Sun Life Emerging Markets Equity Series2
Sun Capital Money Market Fund®
Mutual Shares Securities Fund
MFS®/Sun Life Strategic Growth Series2
MFS®/Sun Life Strategic Income Series1
SCSM Goldman Sachs Short Duration Fund
Lord Abbett Series Fund Mid-Cap Value Portfolio6
MFS®/Sun Life Mass Investors Growth Stock Series2
SCSM PIMCO High Yield Fund
 
MFS®/Sun Life Utilities Series
MFS®/Sun Life International Value Series
Lazard Retirement Emerging Markets Series
 
MFS®/Sun Life Capital Opportunities Series2
Templeton Foreign Securities Fund
  
 
MFS®/Sun Life Mass Investors Trust Series2
MFS®/Sun Life Research International Series
  
 
MFS®/Sun Life Research Series2
Templeton Growth Securities Fund
  
 
MFS®/Sun Life Core Equity Series
First Eagle Overseas Variable Fund
  
 
SCSM Davis Venture Value Fund
Oppenheimer Global Securities Fund/VA
  
 
Oppenheimer Main St. Fund®/VA
Columbia Marsico International Opportunities Fund, Variable Series
  
 
Fidelity® VIP Freedom 2010 Portfolio
Fidelity® VIP Mid Cap Portfolio
  
 
Fidelity® VIP Freedom 2015 Portfolio
Wanger U.S. Smaller Companies3
  
 
Fidelity® VIP Freedom 2020 Portfolio
Wanger Select, Variable
Series3
  
 
MFS®/Sun Life Strategic Value Series1
Columbia Small Cap
Value3
  
 
MFS®/Sun Life Mid Cap Value Series1
MFS®/Sun Life International Growth Series
  
 
Huntington VA Dividend Capture Fund5
SCSM FI Large Cap Growth Fund
  
 
Huntington VA Income Equity Fund5
Columbia Marsico Growth Fund, Variable Series4
  
 
SCSM Lord Abbett Growth & Income Fund
Columbia Marsico 21st Century Fund, Variable Series4
  
 
SCSM Goldman Sachs Mid Cap Value Fund
MFS®/Sun Life Capital Appreciation Series1
  
 
AllianceBernstein VPS Balanced Wealth Appreciation Strategy Portfolio
MFS®/Sun Life Mid Cap Growth Series1
  
 
AllianceBernstein VPS Balanced Wealth Strategy Portfolio
MFS®/Sun Life Global Growth Series1
  

Intermediate and Long-Term Bond Funds
 
Core Equity Funds
 
Growth Equity Funds
 
Specialty Funds
25% to 60%
20% to 50%
0% to 30%
0% to 10%
       
 
Franklin Templeton Founding Funds Allocation Fund
Huntington VA Growth Fund5
  
 
Van Kampen UIF Equity & Income Fund
Huntington VA International Equity Fund5
  
 
Van Kampen UIF Mid Cap Value Fund
Huntington VA Marco 100 Fund5
  
   
Huntington VA Mid Corp America Fund5
  
   
Huntington VA New Economy Fund5
  
   
Huntington VA Rotating Markets Fund5
  
   
Huntington VA Situs Small Cap Fund5
  
   
SCSM Blue Chip Mid Cap fund
  
   
Van Kampen UIF Mid Cap Growth Fund
  
   
AllianceBernstein International Growth Portfolio
  
   
AllianceBernstein VPS International Value Portfolio
  
   
Fidelity® VIP Contrafund
  


1 Only available if you purchased your Contract before February 2, 2004.
2 Only available if you purchased your Contract before March 5, 2007.
3 Only available if you purchased your Contract through a Bank of America representative before April 22, 2007.
 
4 Only B Class shares available if you purchased your Contract on or after March 5, 2007.  Only A Class shares available if you purchased your Contract through a Bank of America representative before March 5, 2007.
5Only available if you purchased your Contract through a Huntington Bank representative.
6Only available if you purchased your Contract before March 10, 2008.





 
 
 

PART C
OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

 
(a)
The following Financial Statements are included in the Registration Statement:
     
   
A.
Condensed Financial Information - Accumulation Unit Values (Part A) (Incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement on Form N-4, File No. 333-119154, filed on April 27, 2007)
       
   
B.
Financial Statements of the Depositor (Part B) (Incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement on Form N-4, File No. 333-119154, filed on April 27, 2007)
       
     
Audited:
       
     
1.
Statements of Income, Years Ended December 31, 2006, 2005 and 2004;
     
2.
Balance Sheets, December 31, 2006 and 2005,
     
3.
Statements of Comprehensive Income, Years Ended December 31, 2006, 2005 and 2004
     
4.
Statements of Stockholder's Equity, Years Ended December 31, 2006, 2005 and 2004;
     
5.
Statements of Cash Flows, Years Ended December 31, 2006, 2005 and 2004;
     
6.
Notes to Financial Statements; and
     
7.
Report of Independent Registered Public Accounting Firm.
         
   
C.
Financial Statements of the Registrant (Part B) (Incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement on Form N-4, File No. 333-119154, filed on April 27, 2007)
       
     
1.
Statement of Condition, December 31, 2006;
     
2.
Statement of Operations, Year Ended December 31, 2006;
     
3.
Statements of Changes in Net Assets, Years Ended December 31, 2006 and December 31, 2005;
     
4.
Notes to Financial Statements; and
     
5.
Report of Independent Registered Public Accounting Firm.

 
(b)
The following Exhibits are incorporated in the Registration Statement by reference unless otherwise indicated:
     
 
(1)
Resolution of the Board of Directors of the depositor dated December 3, 1984, authorizing the establishment of the Registrant (Incorporated by reference to Post-Effective Amendment No. 4 to the Registration Statement on Form N-4, File No. 333-05037, filed on March 29, 2000);
     
 
(2)
Not applicable;
     
 
(3)(a)
Marketing Coordination Agreement between the Depositor, MFS Fund Distributors, Inc. and Clarendon Insurance Agency, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 4 to the Registration Statement on Form N-4, File No. 333-05037, filed on March 29, 2000);
     
 
(3)(b)(i)
Specimen Sales Operations and General Agent Agreement (Incorporated herein by reference to Post-Effective Amendment No. 4 to the Registration Statement on Form N-4, File No. 333-05037, filed on March 29, 2000);
     
 
(3)(b)(ii)
Specimen Broker-Dealer Supervisory and Service Agent Agreement (Incorporated herein by reference to Post-Effective Amendment No. 4 to the Registration Statement on Form N-4, File No. 333-05037, filed on March 29, 2000);
     
 
(3)(b)(iii)
Specimen Broker-Dealer Supervisory and Service Agent Agreement (Type 4) (Incorporated herein by reference to Post-Effective Amendment No. 4 to the Registration Statement on Form N-4, File No. 333-05037, filed on March 29, 2000);
     
 
(3)(c)(i)
Administrative Services Agreement by and between Sun Life Assurance Company of Canada, Sun Life Assurance Company of Canada (U.S.) and Sun Life Insurance and Annuity Company of New York, dated November 21, 2000 (Incorporated herein by reference to the Registration Statement of Sun Life (N.Y.) Variable Account D on Form N-6, File No. 333-105437, filed on May 21, 2003);
     
 
(3)(c)(ii)
Amendment No. 1, dated January 1, 2002, to the Administrative Services Agreement by and between Sun Life Assurance Company of Canada, Sun Life Assurance Company of Canada (U.S.) and Sun Life Insurance and Annuity Company of New York, dated November 21, 2000 (Incorporated herein by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-119151, filed on May 2, 2005);
     
 
(4)(a)
Specimen Flexible Payment Deferred Combination Variable and Fixed Individual Annuity Contract (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-119154, filed on December 29, 2004);
     
 
(4)(b)
Specimen Secured Returns 2 Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(a) (Incorporated herein by reference to Post-Effective Amendment No. 3 to the Registration Statement on Form N-4, File No. 333-107983, filed on May 28, 2004);
     
 
(4)(c)
Specimen Secured Returns for Life Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(a) (Incorporated herein by reference to Post-Effective Amendment No. 9 to the Registration Statement on Form N-4, File No. 333-83516, filed on August 2, 2005);
     
 
(4)(d)
Specimen Secured Returns for Life Plus Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(a) (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 333-83516, filed on February 3, 2006);
     
 
(4)(e)
Specimen INControl Benefit Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(a) (Incorporated herein by reference to Post-Effective Amendment No. 19 to the Registration Statement on Form N-4, File No. 333-83516, filed on September 22, 2006);
     
 
(4)(f)
Specimen Rider to Flexible Payment Combination Fixed/Variable Individual Annuity Contract filed as Exhibit (4)(a) (Incorporated herein by reference to Post-Effective Amendment No. 19 to the Registration Statement on Form N-4, File No. 333-83516, filed on September 22, 2006);
     
 
(5)
Specimen Application used with the variable annuity contract filed as Exhibit (4)(a) (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-119154, filed on December 29, 2004);
     
 
(6)
Charter and By-Laws of the Depositor (Incorporated herein by reference to the Depositor's Quarterly Report on Form 10-Q, File No. 333-01079, filed on May 14, 2004);
     
 
(7)
Not Applicable;
     
 
(8)(a)
Amended and Restated Participation Agreement by and among MFS/Sun Life Services Trust, Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance and Annuity Company of New York, and Massachusetts Financial Services Company (Incorporated herein by reference to Post-Effective Amendment No. 3 to the Registration Statement on Form N-4, File No. 333-107983, filed on May 28, 2004);
     
 
(8)(b)
Participation Agreement dated April 17, 2000 by and among AIM Variable Insurance Funds, Inc., AIM Distributors, Inc., Sun Life Insurance and Annuity Company of New York on behalf of itself and its separate accounts, and Clarendon Insurance Agency, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 23 to Registration Statement on Form N-4, File No. 333-67864, filed on November 6, 2002);
     
 
(8)(c)
Amended and Restated Participation Agreement dated December 18, 2004, by and among Sun Capital Advisers Trust, Sun Capital Advisers, Inc., Sun Life Assurance Company of Canada (U.S.) and Sun Life Insurance and Annuity Company of New York (Incorporated herein by reference to Post-Effective Amendment No. 8 to Registration Statement of Sun Life of Canada (U.S.) Variable Account F on Form N-4, File No. 333-83516, filed on April 28, 2005);
     
 
(8)(d)
Participation Agreement dated April 30, 2001 by and among Rydex Variable Trust, Rydex Distributors, Inc., and Sun Life Assurance Company of Canada (U.S.). (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Registration Statement of Sun Life of Canada (U.S.) Variable Account F on Form N-4, File No. 333-82957, filed on July 27, 2001);
     
 
(8)(e)
Amended and Restated Participation Agreement dated September 1, 2004 among Variable Insurance Products Funds, Fidelity Distributors Corporation and Sun Life Insurance and Annuity Company of New York (Incorporated herein by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-119151, filed on May 2, 2005);
     
 
(8)(f)
Participation Agreement dated September 1, 2001 by and among Sun Life Insurance and Annuity Company of New York, Clarendon Insurance Agency, Inc., Alliance Capital Management L.P., and Alliance Fund Distributors, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 23 to the Registration Statement on Form N-4, File No. 333-67864, filed on November 6, 2002);
     
 
(8)(g)
Participation Agreement dated February 17, 1998 by and among Lord Abbett Series Fund Inc., Lord Abbett & Co., and Sun Life Assurance Company of Canada (U.S.) (Incorporated herein by reference to Post-Effective Amendment No. 23 to the Registration Statement on Form N-4, File No. 333-67864, filed on November 6, 2002);
     
 
(8)(h)
Participation Agreement dated September 16, 2002 by and among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc. and Sun Life Insurance and Annuity Company of New York (Incorporated herein by reference to Registration Statement of KBL Variable Account A on Form N-4, File No. 333-102278, filed on December 31, 2002);
     
 
(8)(i)
Participation Agreement by and among Wanger Advisors Trust, Liberty Funds Distributors, Inc. and Sun Life Insurance and Annuity Company of New York (Incorporated herein by reference to Registration Statement of KBL Variable Account A on Form N-4, File No. 333-102274, filed on December 31, 2002);
     
 
(8)(j)
Participation Agreement among Liberty Variable Investment Trust, Liberty Funds Distributor, Inc. and Sun Life Insurance and Annuity Company of New York (Incorporated by reference to the Registration Statement of KBL Variable Account A on Form N-4, File No. 333-102274, filed on December 31, 2002);
     
 
(8)(k)
Participation Agreement among MFS Variable Insurance Trust, Sun Life Insurance and Annuity Company of New York, on behalf of itself and its Separate Accounts, and Clarendon Insurance Agency, Inc. (Incorporated herein by reference to the Registration Statement of KBL Variable Account A on Form N-4, File No. 333-102274, filed on December 31, 2002);
     
 
(8)(l)
Participation Agreement among SteinRoe Variable Investment Trust, Liberty Funds Distributor, Inc. and Sun Life Insurance and Annuity Company of New York (Incorporated herein by reference to the Registration Statement of KBL Variable Account A on Form N-4, File No. 333-102274, filed on December 31, 2002);
     
 
(8)(m)
Participation Agreement among Oppenheimer Variable Account Funds, Oppenheimerfunds, Inc. and Sun Life Insurance and Annuity Company of New York (Incorporated herein by reference to Post-Effective Amendment No. 3 to the Registration Statement on Form N-4, File No. 333-107983, filed on May 28, 2004);
     
 
(8)(n)
Participation Agreement Among Sun Life Assurance Company of Canada (U.S.), Sun Life Insurance and Annuity Company of New York, PIMCO Variable Insurance Trust, and PIMCO Funds Distributors LLC (Incorporated herein by reference to the Registration Statement of Keyport Variable Account A on Form N-4, File No. 333-112506, filed on February 5, 2004);
     
 
(8)(o)
Participation Agreement dated February 15, 2005 among Nations Separate Account Trust, BACAP Distributors, LLC, Sun Life Assurance Company of Canada (U.S.) and Sun Life Insurance and Annuity Company of New York (Incorporated herein by reference to Post-Effective Amendment No. 8 to Registration Statement of Sun Life of Canada (U.S.) Variable Account F on Form N-4, File No. 333-83516, filed on April 28, 2005);
     
 
(8)(p)
Participation Agreement by and among Wanger Advisors Trust, Columbia Funds Distributors, Inc., Sun Life Assurance Company of Canada (U.S.), and Sun Life Insurance and Annuity Company of New York (Incorporated herein by reference to Post-Effective Amendment No. 8 to Registration Statement of Sun Life of Canada (U.S.) Variable Account F on Form N-4, File No. 333-83516, filed on April 28, 2005);
     
 
(8)(q)
Participation Agreement by and among Liberty Variable Investment Trust, Columbia Funds Distributor, Inc., Sun Life Assurance Company of Canada (U.S.), and Sun Life Insurance and Annuity Company of New York (Incorporated herein by reference to Post-Effective Amendment No. 8 to Registration Statement of Sun Life of Canada (U.S.) Variable Account F on Form N-4, File No. 333-83516, filed on April 28, 2005);
     
 
(9)
Opinion and Consent of Counsel as to legality of securities being registered and Consent to its use (Incorporated by reference to the Registration Statement on Form N-4, File No. 333-119154, filed on September 21, 2004);
     
 
(10)
Consent of Independent Registered Public Accounting Firm;*
     
 
(10)(b)
Representation of Counsel pursuant to Rule 485(b);*
     
 
(11)
None;
     
 
(12)
Not Applicable;
     
 
(13)
Schedule for Computation of Performance Quotations (Incorporated herein by reference to Post-Effective Amendment No. 2 to the Registration Statement on Form N-4, File No. 333-05037, filed on April 24, 1998);
     
 
(14)
Not Applicable
     
 
(15)(a)
Powers of Attorney (Incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement on Form N-4, File No. 333-119154, filed on April 27, 2007);
     
 
(15)(b)
Resolution of the Board of Directors of the depositor dated July 24, 2003, authorizing the use of powers of attorney for Officer signatures (Incorporated herein by reference to Post-Effective Amendment No. 3 to the Registration Statement on Form N-4, File No. 333-100475, filed on April 23, 2004);
     
 
(16)
Organizational Chart (Incorporated herein by reference to Post-Effective Amendment No. 4 to the Registration Statement of Keyport Variable Account A on Form N-4, File No. 333-114126, filed on April 25, 2007).

* Filed herewith

Item 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

Name and Principal
Business Address*
Positions and Offices
With Depositor

Thomas A. Bogart
Sun Life Assurance Company of Canada
150 King Street West, SC 114D10
Toronto, Ontario Canada  M5H 1J9
Director
Scott M. Davis
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park, SC 3358
Wellesley Hills, MA  02481
Senior Vice President and General Counsel
and Director
Mary M. Fay
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park, SC 4250
Wellesley Hills, MA  02481
Senior Vice President and General Manager,
Annuities and Director
Ronald H. Friesen
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park, SC 3380
Wellesley Hills, MA  02481
Senior Vice President and Chief Financial Officer
and Treasurer and Director
Keith Gubbay
Sun Life Assurance Company of Canada  (U.S.)
One Sun Life Executive Park, SC 3370
Wellesley Hills, MA  02481
Senior Vice President and Chief Actuary and Director
Leila Heckman
Bear Stearns Asset Management
383 Madison Avenue
New York, NY 10179
Director
Donald B. Henderson, Jr.
LeBoeuf, Lamb, Greene & MacRae, LLP
125 West 55th Street
New York, NY 10019
Director
Peter R. O'Flinn
344 Cream Hill Road
West Cornwall, CT  06796
Director
Robert C. Salipante
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park, SC 3376
Wellesley Hills, MA 02481
Director & Chairman and President
Barbara Z. Shattuck
Shattuck Hammond Partners LLC
630 Fifth Avenue, Suite 2950
New York, NY 10019
Director
Michael E. Shunney
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park, SC 3364
Wellesley Hills, MA 02481
Senior Vice President and General Manager,
Group Insurance and Director
David K. Stevenson
47 Village Avenue, Unit 301
Dedham, MA 02026
Director
Michele G. Van Leer
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park, SC 1114
Wellesley Hills, MA 02481
Senior Vice President and General Manager,
Individual Insurance and Director
James M.A. Anderson
Sun Life Assurance Company of Canada
150 King Street West, SC 104A25
Toronto, Ontario Canada M5H 1J9
Executive Vice President and Chief Investment
Officer
Michael S. Bloom
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park, SC 1335
Wellesley Hills, MA 02481
Assistant Vice President and Senior Counsel and
Secretary
Michael K. Moran
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park, SC 3305
Wellesley Hills, MA 02481
Vice President and Chief Accounting Officer and
Controller
John R. Wright
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park , SC 2163
Wellesley Hills, MA 02481
Executive Vice President, Sun Life Financial U.S.
Operations

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 Insurance and Annuity Company of New York, a wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.), which is ultimately controlled by Sun Life Financial Inc.

The organization chart of Sun Life Financial is incorporated by reference to Pre-Effective Amendment No. 2 to the Registration Statement on Form N-6 of Sun Life of Canada (U.S.) Variable Account I, File No. 333-143353, filed September 19, 2007.

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 Insurance and Annuity Company of New York.

Item 27. NUMBER OF CONTRACT OWNERS

As of October 31, 2007 there were 239 qualified and 205 non-qualified contract owners.

Item 28. INDEMNIFICATION

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Sun Life Insurance and Annuity Company of New York pursuant to the certificate of incorporation, by-laws, or otherwise, Sun Life (N.Y.) 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 (N.Y.) of expenses incurred or paid by a director, officer, or controlling person of Sun Life (N.Y.) 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 (N.Y.) 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., a wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.), acts as general distributor for the Registrant, Sun Life of Canada (U.S.) Variable Accounts C, D, E, F, G, I, and K, Keyport Variable Account A, KMA Variable Account, Keyport Variable Account I, KBL Variable Account A, KBL Variable Annuity Account, Sun Life (N.Y.) Variable Accounts A, B, D, J, and N, and Money Market Variable Account, High Yield Variable Account, Capital Appreciation Variable Account, Government Securities Variable Account, World Governments Variable Account, and Total Return Variable Account.

Name and Principal
Position and Offices
Business Address*
with Underwriter
   
Katherine E. Sarvary
President
Michele G. Van Leer
Director
Scott M. Davis
Director
Mary M. Fay
Director
Michael S. Bloom
Secretary
Ann B. Teixeira
Assistant Vice President, Compliance
Kathleen T. Baron
Chief Compliance Officer
Michael L. Gentile
Vice President
Raymond Scanlon
Vice President
William T. Evers
Assistant Vice President and Senior Counsel
Nancy C. Atherton
Assistant Vice President & Tax Officer
Jane F. Jette
Financial/Operations Principal and Treasurer
Alyssa Gair
Assistant Secretary
Amy E. Mercer
Assistant Secretary

*The principal business address of all directors and officers of the principal underwriter, is One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481.

(b) 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 Insurance and Annuity Company of New York, in whole or in part, at its Home Office at 60 East 42nd Street, Suite 1115, New York, New York 10165, at the offices of Clarendon Insurance Agency, Inc. at One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481, or at the offices of Sun Life Assurance Company of Canada (U.S.) 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(f)(2)(A) of the Investment Company Act of 1940: Sun Life (N.Y.) 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.


 
 
 

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness 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 10th day of December, 2007.


 
SUN LIFE (N.Y.) VARIABLE ACCOUNT C
 
(Registrant)
   
 
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
 
(Depositor)
   
 
By: /s/ Robert C. Salipante*                                           
 
 Robert C. Salipante
 
 President and Director

*By:
/s/ Sandra M. DaDalt                                       
 
Sandra M. DaDalt
 
Assistant Vice President &
Senior Counsel

As required by the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities with the Depositor, Sun Life Insurance and Annuity Company of New York, and on the dates indicated.

SIGNATURE
TITLE
DATE
     
/s/ Robert C. Salipante*
President and Director
December 10, 2007
Robert C. Salipante
(Principal Executive Officer)
  
     
/s/ Ronald H. Friesen*
Vice President and Chief Financial Officer and
December 10, 2007
Ronald H. Friesen
Treasurer and Director
  
 
(Principal Financial Officer)
  
     
/s/ Michael K. Moran*
Vice President and Chief Accounting Officer and Controller
December 10, 2007
Michael K. Moran
(Principal Accounting Officer)
  
     
*By: /s/ Sandra M. DaDalt
Attorney-in-Fact for:
December 10, 2007
Sandra M. DaDalt
Donald B. Henderson, Jr., Director
  
 
Peter R. O'Flinn, Director
  
 
David K. Stevenson, Director
  
 
Leila Heckman, Director
  
 
Barbara Z. Shattuck, Director
  
 
Thomas A. Bogart, Director
  
 
Scott M. Davis, Director
  
 
Mary M. Fay, Director
  
 
Keith Gubbay, Director
  
 
Michael E. Shunney, Director
  
 
Michele G. Van Leer, Director
  

*Sandra M. DaDalt has signed this document on the indicated date on behalf of the above Directors and Officers of the Depositor pursuant to powers of attorney duly executed by such persons and a resolution of the Board of Directors authorizing use of powers of attorney for Officer signatures. Resolution of Board of Directors is incorporated herein by reference to Post-Effective Amendment No. 3 to the Registration Statement on Form N-4, File No. 333-100475, filed on April 23, 2004. Powers of attorney are incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement on Form N-4, File No. 333-119154, filed on April 27, 2007.

 
 
 


EXHIBITS

(10)(a)
Consent of Independent Registered Public Accounting Firm
   
(10)(b)
Representation of Counsel pursuant to Rule 485(b)