485BPOS 1 focfile.htm <R>

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As filed with the Securities and Exchange Commission on August 16, 2002

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REGISTRATION NO. 333-05227

811-05846

-------------------------------------------------------------------------------- ------------------------------------------------SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

-------------------

FORM N-4

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POST-EFFECTIVE AMENDMENT NO. 11 TO

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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AND

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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AMENDMENT NO. 48

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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

112 WORCESTER STREET

WELLESLEY HILLS, MASSACHUSETTS 02481

(NAME AND ADDRESS OF AGENT FOR SERVICE)

COPIES OF COMMUNICATIONS TO:

JOAN E. BOROS, ESQ.

JORDEN BURT LLP

1025 THOMAS JEFFERSON STREET, N.W.

SUITE 400 EAST

WASHINGTON, D.C. 20007

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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.

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[X] On September 30, 2002 pursuant to paragraph (b) of Rule 485.

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[ ] 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.

 

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This Amendment No. 11 to the Registration Statement on Form N-4 (File Nos. 333-05227, 811-05846) is being filed pursuant to Rule 485(b) under the Securities Act of 1933, as amended, in order to add a Supplement to the Futurity Focus Prospectus filed with Post-Effective No. 10 to the Registration Statement, which was filed on April 29, 2002. This Amendment does not otherwise delete, amend, or supersede any prospectus, statement of additional information, exhibit, or other information contained in the Registration Statement or any amendment thereto.

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PART A

 

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SUPPLEMENT DATED SEPTEMBER 30, 2002

TO

PROSPECTUS DATED APRIL 30, 2002, AS SUPPLEMENTED

FOR

FUTURITY FOCUS VARIABLE AND FIXED ANNUITY

ISSUED BY SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

 

Effective September 30, 2002, seven new Funds will be available for investment under the above-captioned prospectus ("Prospectus"). As a result of the addition of the new Funds, the Prospectus is amended and supplemented as follows:

 

 

1.

The list of the available investment options appearing on the cover page of the Prospectus is supplemented by the addition of the following Funds:

Franklin Templeton Variable Insurance

    Products Trust

   Templeton Growth Securities Fund - Class 2

   Templeton Foreign Securities Fund - Class 2

PIMCO Variable Insurance Trust

   PIMCO Real Return Portfolio

   PIMCO Total Return Portfolio

   PIMCO Emerging Markets Bond Portfolio

   PIMCO High Yield Portfolio

First Eagle SoGen Variable Funds, Inc.

   First Eagle SoGen Overseas Variable Fund

 

 

2.

The table describing the "Underlying Fund Annual Expenses" is hereby amended and supplemented as follows:

UNDERLYING FUND ANNUAL EXPENSES1

(numbers in brackets represent expenses before fee waivers or expense reimbursements)2

(as a percentage of Fund net assets)

 

Management

Other Fund

12b-1 or

Total Annual

Fund

Fees

Expenses

Service Fees

Fund Expenses

 

 

 

 

 

Franklin Templeton Variable Insurance

    Products Trust

 

 

 

 

   Templeton Growth Securities Fund, Class 2*

0.80%

0.05%

0.25%

1.10%

   Templeton Foreign Securities Fund, Class 2**

0.69%

0.21%

0.25%

1.15%  [1.16%]

PIMCO Variable Insurance Trust

 

 

 

 

   PIMCO Real Return Portfolio +

0.25%

0.26%

0.15%

0.66%  [0.67%]

   PIMCO Total Return Portfolio +

0.25%

0.25%

0.15%

0.65%  [0.66%]

   PIMCO Emerging Markets Bond Portfolio +

0.45%

0.40%

0.15%

1.00%  [1.28%]

   PIMCO High Yield Portfolio +

0.25%

0.35%

0.15%

0.75%  [0.76%]

First Eagle SoGen Variable Funds, Inc.

 

 

 

 

   First Eagle SoGen Overseas Variable Fund +

0.75%

0.50%

0.25%

1.50%  [2.08%]

                       

*

The Fund administration fee is paid indirectly through the management fee. While the maximum amount payable under each Fund's Rule 12b-1 plan is 0.35% per year of the Fund's average daily net assets, the Fund's Board of Trustees has set the current rate at 0.25% per year.

 

 

**

The Fund's manager has agreed in advance to reduce its fee to reflect reduced services resulting from the Fund's investment in a Franklin Templeton money fund. This reduction is required by the Board and an order of the Securities and Exchange Commission.

 

 

+

PIMCO has contractually agreed to reduce total annual portfolio operating expenses to the extent such expenses would exceed, due to the payment of organization expenses and Trustees' fees, the following percentages of average daily net assets:

PIMCO Real Return Portfolio

0.65%

PIMCO Total Return Portfolio

0.65%

PIMCO Emerging Markets Bond Portfolio

1.00%

PIMCO High Yield Portfolio

0.75%

 

Under the Expense Limitation Agreement, PIMCO may recoup these waivers and reimbursements in future periods, not exceeding three years, provided total expenses, including such recoupment, do not exceed the annual expense limit.

++

The Adviser has agreed to waive its advisory fee and, if necessary, reimburse Fund expenses through October 31, 2002, to the extent the Fund's aggregate expenses exceed 1.50% of (annualized) average net assets. The Adviser may or may not continue this arrangement after October 31, 2002, and, if not so continued, the Fund's aggregate expenses could be greater than 1.50% of average net assets for the year. Had the 2001 expense limitation extended only through October 31, 2001, the Fund's aggregate expenses for that year would have been 1.59% of average net assets.

 

 

3.

Footnote 2 that appears after the table of "Underlying Fund Annual Expenses" is hereby deleted and replaced by the following:

2

All expense figures are shown after expense reimbursements or waivers, except for the bracketed figures which show what the expense figures would have been absent reimbursement. All expense figures are based on actual expenses for the fiscal year ended December 31, 2001, except that the expense figures shown for SCSM Alger Growth Fund, SCSM Alger Growth & Income Fund, SCSM Alger Small Capitalization Fund, Sun CapitalSM All Cap Fund, Templeton Growth Securities Fund, Templeton Foreign Securities Fund, PIMCO Real Return Portfolio, PIMCO Real Return Portfolio, PIMCO Emerging Markets Bond Portfolio, PIMCO High Yield Portfolio, and First Eagle SoGen Overseas Variable Fund are estimates for the year 2002. No actual expense figures are shown for these Funds because each of them commenced operations in or after April of 2002, and, therefore, has less than 10 months of investment experience.

 

 

 

 

4.

The examples accompanying the table of "Underlying Fund Annual Expenses" are hereby supplemented as follows:

If you do or 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:

1 Year

3 Years

5 Years

10 Years

Templeton Growth Securities Fund, Class 2

$ 24

$ 73

$ 126

$ 269

Templeton Foreign Securities Fund, Class 2

24

75

128

274

PIMCO Real Return Portfolio

19

60

103

223

PIMCO Total Return Portfolio

19

60

103

222

PIMCO Emerging Markets Bond Portfolio

23

70

120

258

PIMCO High Yield Portfolio

20

63

108

233

First Eagle SoGen Overseas Variable Fund

28

85

145

308

 

5.

The Fund descriptions included under "Variable Account Options: The Funds" are hereby supplemented to added the following disclosure:

Franklin Templeton Variable Insurance Products Trust (advised by Templeton Global Advisors Limited, for Templeton Growth Securities Fund, and Templeton Investment Counsel, LLC, for Templeton Foreign Securities Fund)

 

 

 

Templeton Growth Securities Fund will seek long-term capital growth. Under normal market conditions, the Fund will invest at least 65% of its total assets in the equity securities of companies located anywhere in the world, including those in the U.S. and emerging markets

 

 

 

Templeton Foreign Securities Fund will seek long-term capital growth. Under normal market conditions, the Fund will invest at least 80% of its net assets in equity securities of foreign companies, including those in emerging markets.

PIMCO Variable Insurance Trust (advised by Pacific Investment Management Company LLC)

PIMCO Real Return Portfolio seeks maximum real return consistent with the preservation of real capital and prudent investment management.

PIMCO Total Return Portfolio seeks maximum total return consistent with the preservation of capital and prudent investment management.

 

 

 

PIMCO Emerging Markets Bond Portfolio seeks maximum total return consistent with preservation of capital and prudent investment management.

 

 

PIMCO High Yield Portfolio seeks maximum total return consistent with preservation of capital and prudent investment management.

 

 

First Eagle SoGen Variable Funds, Inc. (advised by Arnhold and S. Bleichroeder Advisers, Inc.)

 

 

 

First Eagle SoGen Overseas Variable Fund seeks long-term growth of capital by investing primarily in securities of small and medium size non-U.S. companies.

 

THIS SUPPLEMENT IS NOT VALID UNLESS ACCOMPANIED OR PRECEDED BY THE CURRENT FUTURITY FOCUS VARIABLE AND FIXED ANNUITY PROSPECTUS, DATED APRIL 30, 2002, AS SUPPLEMENTED, 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.

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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)

 

 

 

 

 

 

B.

Financial Statements of the Depositor (Part B)

 

 

 

 

 

 

 

Audited:

 

 

 

 

 

 

 

1.

Consolidated Statements of Income, Years Ended December 31, 2001, 2000 and 1999;

 

 

 

2.

Consolidated Balance Sheets, December 31, 2001 and 2000,

 

 

 

3.

Consolidated Statements of Comprehensive Income, Years Ended December 31, 2001, 2000 and 1999;

 

 

 

4.

Consolidated Statements of Stockholder's Equity, years Ended December 31, 2001, 2000 and 1999;

 

 

 

5.

Consolidated Statements of Cash Flows, Years Ended December 31, 2001, 2000 and 1999;

 

 

 

6.

Notes to Consolidated Financial Statements; and

 

 

 

7.

Independent Auditors' Report

 

 

 

 

 

 

 

C.

Financial Statements of the Registrant (Part B)

 

 

 

 

 

 

 

1.

Statement of Condition, December 31, 2001;

 

 

 

2.

Statement of Operations, Year Ended December 31, 2001;

 

 

 

3.

Statement of Charges in Net Assets, Years Ended December 31, 2001 and December 31, 2000;

 

 

 

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 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);

 

 

 

 

(3)(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);

 

 

 

 

(3)(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);

 

 

 

 

(3)(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);

 

 

 

 

(4)(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);

 

 

 

 

(4)(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)

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);

 

 

 

 

(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);

 

 

 

 

(8)(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);

 

 

 

 

(8)(b)(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);

 

 

 

 

(8)(b)(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);

 

 

 

 

(8)(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);

 

 

 

 

(8)(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);

 

 

 

 

(8)(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);

 

 

 

 

(8)(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);

 

 

 

 

(8)(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);

 

 

 

 

(8)(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, 200`0);

 

 

 

 

(8)(h)(i)

Form of Participation Agreement dated as of February 17, 1998 by and among the Depositor, Salomon Brothers Variable Series Funds, Inc., and Salomon Brothers Asset Management Inc. (Filed as Exhibit 8(i) to Pre- Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-41438 filed September 25, 2000);

 

 

 

 

(9)

Previously filed;

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(10)(a)

Consent of Deloitte & Touche, LLP (Incorporated by reference to Exhibit 10(a) to Post-Effective Amendment No. 10 to Registration Statement of the Registrant on Form N-4, File No. 333-05227, filed on April 29, 2002);

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(10)(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 23, 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)

Powers of Attorney (Incorporated by reference as Exhibit 15 to Post-Effective Amendment No. 3 to the Registration Statement on Form N-4, File No. 333-30844, filed on February 9, 2001);

 

 

 

 

(16)

Organizational Chart (Incorporated by reference to Exhibit 16 to Pre-Effective Amendment No. 1 to the Registration Statement of the Registrant on Form N-4, File no. 333-74844, filed on Feburary 14, 2002.)

* Filed herewith

Item 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

Name and

Principal Positions and Officers

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

 

 

 

David D. Horn

Director

257 Lake Street

 

P.O. Box 24

 

New Vineyard, ME 04956

 

 

 

Angus A. MacNaughton

Director

481 Kingswood Lane

 

Danville, CA 94506

 

 

 

S. Caesar Raboy

Director

220 Boylston Street

 

Boston, MA 02110

 

 

 

William W. Stinson

Director

1001 13th Avenue S.W.

 

Calgary, Alberta

 

Canada T2R 0L5

 

 

 

James C. Baillie

Director

Torys

 

Suite 300, Maritime Life Tower

 

Toronto, Ontario MSK 1N2

 

 

 

James M.A. Anderson

Vice President, Investments

One Sun Life Executive Park

 

Wellesley Hills, MA 02481

 

 

 

Robin L. Camara

One Sun Life Executive Park

Vice President, Human Resources & Administrative Services

Wellesley Hills, MA 02481

 

 

 

Peter F. Demuth

Vice President and Chief Strategy and

One Sun Life Executive Park

Business Development Officer

Wellesley Hills, MA 02481

 

 

 

Ronald J. Fernandes

Vice President, Retirement

112 Worcester Street

Products and Services

Wellesley Hills, MA 02481

 

 

 

 

 

Ellen B. King

Assistant Vice President and Senior Counsel and

One Sun Life Executive Park

Secretary

Wellesley Hills, MA 02481

 

 

 

Philip K. Polkinghorn

Vice President, Retirement Products and Services

112 Worcester Street

 

Wellesley Hills, MA 02481

 

 

 

Davey S. Scoon

Vice President & Chief Financial and

One Sun Life Executive Park

Administrative Officer & Treasurer

Wellesley Hills, MA 02481

 

 

 

Michael E. Shunney

Vice President, Group Insurance

One Sun Life Executive Park

 

Wellesley Hills, MA 02481

 

 

 

James R. Smith

Vice President and Chief Information Officer

One Sun Life Executive Park

 

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 organization chart of Sun Life Assurance Company of Canada is filed as Exhibit 16 to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-74844, filed February 14, 2002.

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:

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As of August 16, 2002 there were 379 qualified and 1,164 non-qualified Contracts issued by the Registrant.

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Item 28. INDEMNIFICATION

Pursuant to Section 145 of the Delaware Corporation Law, Article 8 of the By-laws of Sun Life Assurance Company of Canada (U.S.), a copy of which was filed as Exhibit 3(b) to the Registration Statement of the Depositor on Form S-1, File No. 33-29851, provides for the indemnification of directors, officers and employees of Sun Life Assurance Company of Canada (U.S.).

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Sun Life Assurance Company of Canada (U.S.) pursuant to the certificate of incorporation, by-laws, or otherwise, Sun Life (U.S.) has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Sun Life (U.S.) of expenses incurred or paid by a director, officer, controlling person of Sun Life (U.S.) in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Sun Life (U.S.) will, 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.

Name and Principal

Positions and Officers

Business Address*

with Underwriter

 

 

William P. Franca

President

Davey S. Scoon

Treasurer and Director

James M.A. Anderson

Director

Ronald J. Fernandes

Director

James A. McNulty, III

Director

George E. Maden

Secretary and Clerk

William T. Evers

Assistant Secretary and Clerk

Norton A. Goss, II

Vice President and Chief Compliance Officer

Michael L. Gentile

Vice President

John E. Coleman

Vice President

Imants Saksons

Vice President

Nancy C. Atherton

Tax Officer

                    

* The principal business address of all directors and officers of the principal underwriter except Messrs, Fernandes and Franca, is One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481. The principal business address of Messrs Fernandes and Franca is 112 Worcester Street, Wellesley Hills, MA 02481.

          (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, 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.

 

SIGNATURES

 

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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 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 16th day of August, 2002.

</R>

 

 

SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

 

(Registrant)

 

 

 

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)

 

(Depositor)

 

 

 

By: /s/ JAMES A. McNULTY, III

 

James A. McNulty, III

 

President

 

 

Attest:

/s/ EDWARD M. SHEA

 

Edward M. Shea

 

Assistant Vice President and Senior Counsel

 

 

As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities with the Depositor, Sun Life Assurance Company of Canada (U.S.), and on the dates indicated.

<R>

SIGNATURE

TITLE

DATE

 

 

 

 

 

 

/s/ JAMES A. McNULTY, III

President and Director

August 16, 2002

James A. McNulty, III

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ DAVEY S. SCOON

Vice President, & Chief Financial, and

August 16, 2002

Davey S. Scoon

Administrative Officer & Treasurer

 

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

/s/ SANDRA M. DADALT

Attorney-in-Fact for:

August 16, 2002

Sandra M. DaDalt

Donald A. Stewart, Chairman and Director

 

 

C. James Prieur, Vice Chairman and Director

 

 

James C. Baillie, Director

 

 

David D. Horn, Director

 

 

Angus A. McNaughton, Director

 

 

S. Caesar Raboy, Director

 

 

William W. Stinson, Director

 

</R>

 

 

EXHIBIT INDEX

 

 

10 (b)

Representation of Counsel