485BPOS 1 filing.htm Unassociated Document
As Filed with the Securities and Exchange Commission on September 20, 2006
REGISTRATION NO. 333-82957
811-05846
--------------------------------------------------------------------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 14
TO
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 73
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
SANDRA M. DADALT, ASSISTANT VICE PRESIDENT AND SENIOR COUNSEL
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
112 WORCESTER STREET, SC 4290
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)
/X/ 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.
This Amendment No. 14 to the Registration Statement on Form N-4 (File Nos. 333-82957, 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 one of the prospectuses filed with Post-Effective Amendment No. 13 to the Registration Statement, which was filed on April 26, 2006. This Amendment does not otherwise delete, amend, or supercede any prospectus, statement of additional information, exhibit, or other information contained in Post-Effective Amendment No. 13 to the Registration Statement.
PART A
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
SUPPLEMENT DATED SEPTEMBER 20, 2006

TO PROSPECTUSES DATED MAY 1, 2006
FOR FUTURITY II, FUTURITY III, FUTURITY FOCUS II, FUTURITY ACCOLADE,
AND FUTURITY SELECT FOUR

ISSUED BY SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
Effective on or about November 20, 2006, a new investment option will be added to each of the above-captioned prospectuses. As a result of the addition of the investment option, each of the prospectuses will be amended and supplemented as follows:
The list of the available investment options appearing on the cover page of each prospectus is supplemented by the addition of the following investment option and corresponding investment management disclosure:
Large-Cap Growth Equity Funds
  
  SC FI Large Cap Growth Fund - I Class
  
  SC FI Large Cap Growth Fund - S Class
  
                                                                    
Sun Capital Advisers LLC advises SC FI Large Cap Growth Fund (with Pyramis Global Advisors, LLC serving as the sub-advisor).
 
 
 
THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
 
PART C
OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
 
A.
Condensed Financial Information - Accumulation Unit Values (Part A) (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 333-82957, filed on April 26, 2006)
 
 
B.
Financial Statements of the Depositor (Part B) (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 333-82957, filed on April 26, 2006)
 
 
1.
Consolidated Statements of Income, Years Ended December 31, 2005, 2004 and 2003;
 
2.
Consolidated Balance Sheets, December 31, 2005 and 2004,
 
3.
Consolidated Statements of Comprehensive Income, Years Ended December 31, 2005, 2004 and 2003;
 
4.
Consolidated Statements of Stockholder's Equity, Years Ended December 31, 2005, 2004 and 2003;
 
5.
Consolidated Statements of Cash Flows, Years Ended December 31, 2005, 2004 and 2003;
 
6.
Notes to Consolidated Financial Statements; and
 
7.
Report of Independent Registered Public Accounting Firm.
 
 
C.
Financial Statements of the Registrant (Part B) (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 333-82957, filed on April 26, 2006)
 
 
1.
Statement of Condition, December 31, 2005;
 
2.
Statement of Operations, Year Ended December 31, 2005;
 
3.
Statements of Changes in Net Assets, Years Ended December 31, 2005 and December 31, 2004;
 
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 Board of Directors of the depositor dated December 3, 1985 authorizing the establishment of the Registrant (Incorporated herein by reference to the Registration Statement on Form N-4, File No. 333-37907, filed on October 14, 1997);
     
 
(2)
Not Applicable;
     
 
(3)(a)
Distribution Agreement between the Depositor, Massachusetts Financial Services Company and Clarendon Insurance Agency, Inc. (Incorporated herein by referenceto Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-37907, filed on January 16, 1998);
     
 
(3)(b)(i)
Specimen Sales Operations and General Agent Agreement (Incorporated herein 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 herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-37907, filed on January 16, 1998);
     
 
(3)(b)(iii)
Specimen Registered Representatives Agent Agreement (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-37907, filed on January 16, 1998);
     
 
(4)(a)
Specimen Flexible Payment Combination Fixed/Variable Group Annuity Contract (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-82957, filed September 29, 1999);
     
 
(4)(b)
Specimen Certificate to be issued in connection with Contract filed as Exhibit 4(a) (Incorporated herein by reference to the Registration Statement on Form N-4, File No. 333-82957, filed September 29, 1999);
     
 
(4)(c)
Specimen Flexible Payment Combination Fixed/Variable Individual Annuity Contract (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-82957, filed September 29, 1999);
     
 
(4)(d)
Specimen Qualified Plan Endorsement (Incorporated herein by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-82957, filed February 3, 2000);
     
 
(4)(e)
Specimen Revised Specification Page to be issued in connection with certificate (Incorporated herein by reference to Post-Effective Amendment No. 6 to the Registration Statement on Form N-4, File No. 333-82957, filed April 21, 2001);
     
 
(4)(f)
Specimen Revised Specification Page to be issued in connection with Individual Annuity Contract (Incorporated herein by reference to Post-Effective Amendment No. 6 to the Registration Statement of the Registrant on Form N-4, File No. 333-82957, filed April 21, 2001);
     
 
(5)(a)
Specimen Application to be used with 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. 333-82957, filed September 29, 1999);
     
 
(5)(b)
Specimen Application to be used with Certificate filed as Exhibit 4(b) and Contract filed as Exhibit 4(c) (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-82957, filed September 29, 1999);
     
 
(5)(c)
Specimen Revised Application to be used with Certificate, filed as Exhibit 4(b) and Contract filed as Exhibit 4(c) (Incorporated herein by reference to Post-Effective Amendment No. 6 to the Registration Statement on Form N-4, File No. 333-82957, filed April 21, 2001);
     
 
(6)(a)
Certificate of Incorporation of the Depositor (Incorporated herein by reference to Depositor's Form 10-K, File No. 333-82824, filed on March 29, 2004);
     
 
(6)(b)
By-Laws of the Depositor, as amended March 19, 2004 (Incorporated herein by reference to Depositor's Form 10-K, File No. 333-82824, filed on March 29, 2004);
     
 
(7)
Not Applicable;
     
 
(8)(a)
Participation Agreement by and between The Alger American Fund, the Depositor, and Fred Alger and Company, Incorporated (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 33-41628, filed April 26, 1999);
     
 
(8)(b)
Participation Agreement dated February 17, 1998 by and between Goldman Sachs Variable, Insurance Trust, Goldman Sachs & Co. and the Depositor (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 33-41628, filed April 26, 1999);
     
 
(8)(c)
Participation Agreement between Depositor and J.P. Morgan Services Trust II (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 33-41628, filed April 26, 1999);
     
 
(8)(d)
Participation Agreement dated February 17, 1998 by and among MFS/Sun Life Services Trust, the Depositor and Massachusetts Financial Services Company (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 33-41628, filed April 26, 1999);
     
 
(8)(e)
Participation Agreement dated February 17, 1998 by and among OCC Accumulation Trust, the Depositor and OCC Distributors (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 33-41628, filed April 26, 1999);
     
 
(8)(f)
Participation Agreement dated February, 1998 by and among the Depositor, Warburg Pincus Trust, Warburg Pincus Asset Management, Inc. and Counsellors Securities, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 33-41628, filed April 26, 1999);
     
 
(8)(g)
Participation Agreement dated February 17, 1998 by and among the Depositor, AIM Variable Insurance Funds, Inc., AIM Distributors, Inc., and Clarendon Insurance Agency, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 1 to the Registration Statement in Form N-4, File No. 333-82957, filed February 3, 2000);
     
 
(8)(h)
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 the Registration on Form N-4, File No. 333-83516, filed on April 28, 2005);
     
 
(8)(i)
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. 10 to the Registration Statement on Form N-4, File No. 333-82957, filed April 23, 2004);
     
 
(8)(j)
Participation Agreement dated December 1, 1996 by and among Sun Life Assurance Company of Canada (U.S.), Variable Insurance Products Fund, and Fidelity Distributors Corporation. (Incorporated by reference from Pre-Effective Amendment No. 1 to the Registration Statement on Form S-6, File No. 333-13087, filed January 1, 1997);
     
 
(8)(k)
Participation Agreement dated May 1, 2001 by and among Sun Life Assurance Company of Canada (U.S.), the Depositor, Alliance Capital Management L.P., and Alliance Fund Distributors, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, File No. 333-82957, filed April 23, 2004);
     
 
(9)
Opinion of Counsel as to the legality of the securities being registered and Consent to its use (Incorporated by reference to the Registration Statement on Form N-4, File No. 333-82957, filed July 15, 1999);
     
 
(10)(a)
Consent of Independent Registered Public Accounting Firm;*
     
 
(10)(b)
Representation of Counsel pursuant to Rule 485(b);*
     
 
(11)
Financial Statement Schedules I and VI (Incorporated herein by reference to the Depositor's Form 10-K Annual Report for the fiscal year ended December 31, 2005, filed on March 23, 2006);
     
 
(12)
Not Applicable;
     
 
(13)
Schedule for Computation of Performance Quotations (Incorporated herein by reference to Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, File No. 33-41628, filed on April 29, 1998);
     
 
(14)
Not Applicable;
     
 
(15)(a)
Powers of Attorney (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 333-82957, filed on April 26, 2006);
     
 
(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 the Registration Statement of Keyport Variable Account A on Form N-4, File No. 333-112506, filed on February 5, 2004);
     
 
(16)
Organizational Chart (Incorporated herein by reference to Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, File No. 333-83516, filed on April 11, 2006)
* 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
Gary Corsi
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park, SC 3380
Wellesley Hills, MA 02481
Director & Vice President and Chief Financial Officer
and Treasurer
Scott M. Davis
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park, SC 3358
Wellesley Hills, MA 02481
Director & Vice President and General Counsel
Paul W. Derksen
Sun Life Assurance Company of Canada
150 King Street West, SC 105D10
Toronto, Ontario Canada M5H 1J9
Director
Mary M. Fay
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park, SC 4250
Wellesley Hills, MA 02481
Director & Vice President and General Manager,
Annuities
Robert C. Salipante
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park, SC 3376
Wellesley Hills, MA 02481
President and Director
Donald A. Stewart
Sun Life Assurance Company of Canada
150 King Street West, SC 106A35
Toronto, Ontario Canada M5H 1J9
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
Keith Gubbay
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park, SC 3370
Wellesley Hills, MA 02481
Vice President and Chief Actuary
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
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 Assurance Company of Canada (U.S.), which is ultimately controlled by Sun Life Financial Inc.
The organization chart of Sun Life Assurance Company of Canada is filed as Exhibit 16 to Post-Effective Amendment No. 16 to the Registration Statement on Form N-4, File No. 333-83516, filed April 11, 2006.
None of the companies listed in 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 13, 2006, there were 5,007 qualified and 6,908 non-qualified Contracts issued and outstanding.
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 submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Act, unless in the opinion of their counsel the matter has been settled by controlling precedent, and will be governed by the final adjudication of such issue.
Item 29. PRINCIPAL UNDERWRITERS
(a) Clarendon Insurance Agency, Inc., a wholly-owned subsidiary of 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, G, H and I, 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, C, and D 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
Claude A. Accum
Director
Gary Corsi
Director
Mary M. Fay
Director
Michael S. Bloom
Secretary
Ann B. Teixeira
Assistant Vice President, Compliance
Thomas Horack
Chief Compliance Officer
Michael L. Gentile
Vice President
John E. Coleman
Vice President
Nancy C. Atherton
Assistant Vice President & Tax Officer
Jane F. Jette
Financial/Operations Principal and Treasurer
*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, in whole or in part, by Sun Life Assurance Company of Canada (U.S.) at its offices at One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481, or at the offices of Clarendon Insurance Agency, Inc., at One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481.
Item 31. MANAGEMENT SERVICES
Not Applicable. Item 32. UNDERTAKINGS
The Registrant hereby undertakes:
(a)
To file a post-effective amendment to this Registration Statement as frequently as is necessary to ensure that the audited financial statements in the Registration Statement are never more than 16 months old for so long as payments under the variable annuity Contracts may be accepted;
   
(b)
To include either (1) as part of any application to purchase a Contract offered by the prospectus, a space that an Applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the Applicant can remove to send for a Statement of Additional Information;
   
(c)
To deliver any Statement of Additional Information and any financial statements required to be made available under SEC Form N-4 promptly upon written or oral request.
   
(d)
Representation with respect to Section 26(f)(2)(A) of the Investment Company Act of 1940: Sun Life Assurance Company of Canada (U.S.) represents that the fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the insurance company.
   
 
The Registrant is relying on the no-action letter issued by the Division of Investment Management of the Securities and Exchange Commission to American Council of Life Insurance, Ref. No. IP-6-88, dated November 28, 1988, the requirements for which have been complied with by the Registrant.
 
SIGNATURES
 
As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements of Securities Act Rule 485(b) for effectiveness of this Amendment to the Registration Statement and has caused this Post-Effective Amendment to be signed on its behalf, in the Town of Wellesley Hills, and Commonwealth of Massachusetts on this 20th day of September, 2006.
 
SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F
 
(Registrant)
 
 
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
 
(Depositor)
 
 
By: /s/ ROBERT C. SALIPANTE*
 
Robert C. Salipante,
President & 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 Assurance Company of Canada (U.S.), and on the dates indicated.
SIGNATURE
TITLE
DATE
     
/s/ Robert C. Salipante*
President and Director
September 20, 2006
Robert C. Salipante
(Principal Executive Officer)
  
     
/s/ Gary Corsi*
Vice President, Chief Financial Officer and
September 20, 2006
Gary Corsi
Treasurer and Director
  
 
(Principal Financial and Accounting Officer)
  
     
*By: /s/ Sandra M. DaDalt
Attorney-in-Fact for:
September 20, 2006
Sandra M. DaDalt
Donald A. Stewart, Director
  
 
Thomas A. Bogart, Director
  
 
Paul W. Derksen, Director
  
 
Scott M. Davis, Director and Vice President and General           Counsel
  
 
Mary M. Fay, Director and Vice President and General           Manager, Annuities
  
*Sandra M. DaDalt has signed this document on the indicated date on behalf of the above Directors and Officers for the Depositor pursuant to powers or 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 the Registration Statement of Keyport Variable Account A on Form N-4 (File No. 333-112506) filed on or about February 5, 2004. Powers of attorney are incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 333-82957, filed on April 26, 2006.
EXHIBIT INDEX
 
 
10(a) Consent of Independent Registered Public Accounting Firm
10(b) Representation of Counsel