Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park
112 Worcester Street
Wellesley Hills, MA 02481
August 12, 2011
Securities and Exchange Commission
100 F Street, N.W.
Washington, D.C. 20549-8629
| Re: | Sun Life of New York Variable Account N (“Registrant”) of |
| | Sun Life Insurance and Annuity Company of New York (“Depositor” or “Sun Life NY”) |
| | Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 |
| | (“Registration Statement”) |
| | File Nos. 811-22013 and 333-174371 |
Commissioners:
The above-captioned Registration Statement was filed with the Securities and Exchange Commission (“SEC”) on May 20, 2011, for the purpose of registering an indefinite number of flexible payment deferred annuity contracts (the “Contracts”) to be used in connection with retirement and deferred compensation plans. Pre-Effective Amendment No. 1 to the Registration Statement was filed on August 10, 2011, to respond to SEC Staff comments on the Registration Statement.
The purpose of this correspondence is to respond to follow-up comments on Pre-Effective Amendment No. 1 made by the SEC Staff in a telephone conversation on August 11, 2011. More specifically, the SEC Staff commented that: (i) the date of the prospectus should be inserted on the cover page; and (ii) the column sub-headings “During the first 7 Contract Years” and “During the first 5 Contract Years” should be deleted from the first table presented under the heading “Variable Account Annual Expenses.” For the convenience of the SEC Staff, Registrant has attached copies of the prospectus and statement of additional information (“SAI”) disclosure specifically addressing each of these comments.
Registrant respectfully requests that the SEC Staff accelerate Pre-Effective Amendment No. 1. If the SEC Staff deems the revised disclosure responsive to the comments and accelerates the Pre-Effective Amendment based on that revised disclosure, then Registrant represents that the revisions shown in the attached pages will be made in the definitive prospectus and SAI filed pursuant to Rule 497 under the Securities Act of 1933. Registrant also asks that the acceleration request made in the transmittal letter that accompanied Pre-Effective Amendment No. 1 be honored so that Registrant may make an oral request for acceleration as soon as reasonably practicable.
Please direct all questions and comments to the undersigned at (781) 263-6402, or to Patrice M. Pitts, Esquire, of Sutherland Asbill & Brennan at (202) 383-0548.
| | Respectfully yours, |
| | |
| | /s/Sandra M. DaDalt |
| | |
| | Sandra M. DaDalt |
| | Assistant Vice President & Senior Counsel |
| cc: | Patrice M. Pitts, Esquire |
| | Rebecca A. Marquigny, Esquire |
| | |
AUGUST 12, 2011
SUN LIFE SOLUTIONS NY
This prospectus describes an individual flexible premium deferred variable annuity contract (“Contract”) issued by Sun Life Insurance and Annuity Company of New York (“Sun Life (N.Y.),” “we,” “us,” “our”) in New York. The Contract is designed as a long-term investment vehicle for retirement planning and is not suitable for short-term investing or speculation. Persons wishing to employ such strategies should not purchase a Contract.
The Contract offers a choice of features and benefits. You, in consultation with your financial professional, determine which ones may be appropriate for you based on your financial circumstances and objectives. The fees and charges that you pay under your Contract are based on the features and benefits that you select. For example, if you select an enhanced death benefit or an optional living benefit, then your expenses will be higher than if you purchased a Contract without such benefits.
You may accumulate value on a tax-deferred basis under your Contract by allocating your money to one or more variable investment options (“Subaccounts”) of Sun Life (N.Y.) Variable Account N (the “Variable Account”), and any investment option(s) available with our dollar cost averaging program (“DCA Account”). Each Subaccount, in turn, invests in one of the following investment portfolios (“Funds”).
| AIM Variable Insurance Funds (Invesco Variable | Lazard Retirement Series, Inc. | Putnam Variable Trust |
| Insurance Funds) | Lazard Retirement Emerging Markets | Putnam VT Absolute Return 500 Fund |
| Invesco Van Kampen V.I. Comstock Fund | Equity Portfolio | Putnam VT Equity Income Fund |
| Invesco Van Kampen V.I. Equity and Income Fund | Lord Abbett Series Fund, Inc. | Putnam VT Voyager Fund |
| Invesco V.I. International Growth Fund | Growth Opportunities Portfolio | Sun Capital Advisers Trust |
| Invesco Van Kampen V.I. Mid Cap Value Fund | Fundamental Equity Portfolio | SCSM AllianceBernstein International Value Fund |
| AllianceBernstein Variable Products Series Fund, Inc. | MFS® Variable Insurance Trust | SCSM BlackRock Inflation Protected Bond Fund |
| AllianceBernstein Balanced Wealth Strategy Portfolio | MFS® Research Bond Series | SCSM BlackRock International Index Fund |
| AllianceBernstein Dynamic Asset Allocation Portfolio | MFS® Variable Insurance Trust II | SCSM BlackRock Large Cap Index Fund |
| AllianceBernstein Small/Mid Cap Value Portfolio | MFS® Core Equity Portfolio | SCSM BlackRock Small Cap Index Fund |
| BlackRock Variable Series Funds, Inc. | MFS® Emerging Markets Equity Portfolio | SCSM Columbia Small Cap Value Fund |
| BlackRock Global Allocation V.I. Fund | MFS® Global Tactical Allocation | SCSM Davis Venture Value Fund |
| Columbia Funds Variable Insurance Trust I | Portfolio | SCSM Lord Abbett Growth & Income Fund |
| Columbia Variable Portfolio - Marsico Growth Fund | MFS® Government Securities Portfolio | SCSM Goldman Sachs Mid Cap Value Fund |
Fidelity® Variable Insurance Products Fund II | MFS® Growth Portfolio | SCSM Goldman Sachs Short Duration Fund |
Contrafund® Portfolio | MFS® International Growth Portfolio | SCSM Ibbotson Balanced Fund |
Fidelity® Variable Insurance Products III | MFS® International Value Portfolio | SCSM Ibbotson Conservative Fund |
| Balanced Portfolio | MFS® Research International Portfolio | SCSM Ibbotson Growth Fund |
| Mid Cap Portfolio | MFS® Total Return Portfolio | SCSM Invesco Small Cap Growth Fund |
| First Eagle Overseas Variable Fund | MFS® Utilities Portfolio | SCSM PIMCO High Yield Fund |
| First Eagle Overseas Variable Fund | MFS® Value Portfolio | SCSM PIMCO Total Return Fund |
| Franklin Templeton Variable Insurance Products | Oppenheimer Variable Account Funds | SCSM WMC Blue Chip Mid Cap Fund |
| Trust | Oppenheimer Global Securities Fund/VA | SCSM WMC Large Cap Growth Fund |
| Franklin Income Securities Fund | PIMCO Equity Series VIT | Sun Capital Global Real Estate Fund |
| Franklin Small Cap Value Securities Fund | PIMCO EqS Pathfinder Portfolio | Sun Capital Investment Grade Bond Fund® |
| Franklin Strategic Income Securities Fund | PIMCO Variable Insurance Trust | Sun Capital Money Market Fund® |
| Mutual Shares Securities Fund | PIMCO All Asset Portfolio | Universal Institutional Funds, Inc. |
| Templeton Global Bond Securities Fund | PIMCO CommodityRealReturn® Strategy | Growth Portfolio |
| JPMorgan Insurance Trust | Portfolio | Mid Cap Growth Portfolio |
| JPMorgan Insurance Trust Core Bond Portfolio | PIMCO Emerging Markets Bond Portfolio | Wells Fargo Variable Trust |
| JPMorgan Insurance Trust U.S. Equity Portfolio | PIMCO Global Multi-Asset Portfolio | VT Total Return Bond Fund |
The Contract is not a bank deposit or an obligation of, or insured, guaranteed or endorsed by, any bank, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency. This prospectus contains basic information you should understand about the Contract before investing. Please read the prospectus carefully and keep it for future reference. The Contract has not been approved or disapproved by the Securities and Exchange Commission (“SEC”). Neither the SEC nor any state has passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
To learn more about the Contract, you can obtain a copy of the statement of additional information (“SAI”), dated August 12, 2011. The SAI is incorporated by reference into this prospectus. The prospectus and SAI are parts of the registration statement that we filed with the SEC. The SEC maintains a website (www.sec.gov) that contains the registration statement, material incorporated by reference, and other information regarding companies that file electronically with the SEC. The table of contents for the SAI appears at the back of this prospectus. For a free copy of the SAI, call us at (800) 752-7215 or write to us at the Sun Life Financial Annuity Service Center (“Service Center”) at the following address.
| Sun Life Insurance and Annuity Company of New York |
| (for overnight mail) | (for regular mail) |
Sun Life Financial Annuity Service Center 112 Worcester Street Wellesley Hills, MA 02481 | Sun Life Financial Annuity Service Center P.O. Box 9133 Wellesley Hills, MA 02481 |
FEES AND EXPENSES
The table below describes the fees and expenses that you will pay when you buy the Contract, surrender the Contract, or transfer Contract Value between Subaccounts. State premium taxes may also be deducted.
Contract Owner Transaction Expenses
| | Contract with 9-Year Withdrawal Charge Period | Contract with 7-Year Withdrawal Charge Option | Contract with 5-Year Withdrawal Charge Option |
Withdrawal Charge1 (% of Purchase Payment Withdrawn) | | | |
# of Complete Years from Receipt of Purchase Payment | | | |
| 0 | 8% | 8% | 8% |
| 1 | 8% | 8% | 7.5% |
| 2 | 7% | 7% | 7% |
| 3 | 6% | 6% | 6% |
| 4 | 5% | 5% | 5% |
| 5 | 4% | 4% | 0% |
| 6 | 3% | 3% | 0% |
| 7 | 2% | 0% | 0% |
| 8 | 1% | 0% | 0% |
| 9+ | 0% | 0% | 0% |
Transfer Charge2 | $ 25 | $ 25 | $ 25 |
Premium Taxes3 (as a percentage of Contract Value or total Purchase Payments; based on Owner’s state of residence) | 0% - 3.5% | 0% - 3.5% | 0% - 3.5% |
Annual Contract Fee4 | $ 50 | $ 50 | $ 50 |
Variable Account Annual Expenses
| | Contract with 9-Year Withdrawal Charge Period | Contract with 7-Year Withdrawal Charge Option | Contract with 5-Year Withdrawal Charge Option |
Mortality and Expense Risk Charge5 (as a percentage of daily net assets in the Subaccounts) | | | |
Contract with Contract Value Death Benefit | 1.00% | 1.20% | 1.60% |
Contract with Return of Purchase Payment Death Benefit | 1.20% | 1.40% | 1.80% |
Contract with Highest Anniversary Value Death Benefit | 1.60% | 1.80% | 2.20% |
Purchase Payment Charge6 (as a percentage of any Purchase Payment made after first Contract Anniversary) | N/A | 0.20% (assessed after 7th Contract Year and before Income Phase) | 0.60% (assessed after 5th Contract Year and before Income Phase) |
Charge for Optional Living Benefit7 (as a percentage of Income Benefit Base during Contract Year) | | | |
| Sun Income Vision–Single Life Option | 0.95% | 0.95% | 0.95% |
| Sun Income Vision–Joint Life Option | 1.10% | 1.10% | 1.10% |
This prospectus sets forth information about the Contract and the Variable Account that a prospective purchaser should know before investing. Additional information about the Contract and the Variable Account has been filed with the Securities and Exchange Commission in a Statement of Additional Information dated August 12, 2011, which is incorporated herein by reference. The Statement of Additional Information is available upon request and without charge from Sun Life Insurance and Annuity Company of New York. To receive a copy, return this request form to the address shown below or telephone (800) 752-7215.
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| To: | Sun Life Insurance and Annuity Company of New York |
| | P.O. Box 9133 |
| | Wellesley Hills, Massachusetts 02481 |
| | Please send me a Statement of Additional Information for |
| | Sun Life Solutions NY |
| | Sun Life (N.Y.) Variable Account N. |
| Name: | |
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| Address: | |
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| City: | | State: | | Zip Code: | |
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| Telephone: | |
AUGUST 12, 2011
SUN LIFE SOLUTIONS NY
VARIABLE ANNUITY
STATEMENT OF ADDITIONAL INFORMATION
SUN LIFE (N.Y.) VARIABLE ACCOUNT C
TABLE OF CONTENTS
| Sun Life Insurance and Annuity Company of New York | 2 |
| Advertising and Sales Literature | 2 |
| Tax Deferred Accumulation | 3 |
| Calculations | 4 |
| 5-Year Contract | 4 |
| Example of Variable Accumulation Unit Value Calculation | 4 |
| Example of Variable Annuity Unit Calculation | 4 |
| Example of Variable Annuity Payment Calculation | 4 |
| 7-Year Contract | 4 |
| Example of Variable Accumulation Unit Value Calculation | 4 |
| Example of Variable Annuity Unit Calculation | 4 |
| Example of Variable Annuity Payment Calculation | 4 |
| 9-Year Contract | 5 |
| Example of Variable Accumulation Unit Value Calculation | 5 |
| Example of Variable Annuity Unit Calculation | 5 |
| Example of Variable Annuity Payment Calculation | 5 |
| Distribution of the Contract | 5 |
| Custodian | 5 |
| Independent Registered Public Accounting Firm | 6 |
| Financial Statements | 6 |
The Statement of Additional Information sets forth information which may be of interest to prospective purchasers of the Sun Life Solutions NY (the “Contract”) issued by Sun Life Insurance and Annuity Company of New York (the “Company”) in connection with Sun Life (N.Y.) Variable Account N (the “Variable Account”). The information contained herein is not included in the Prospectus dated August 12, 2011. This Statement of Additional Information should be read in conjunction with the Prospectus, a copy of which may be obtained without charge from the Company by writing to Sun Life Insurance and Annuity Company of New York, c/o Annuity Division, P.O. Box 9133, Wellesley Hills, Massachusetts 02481, or by telephoning (800) 752-7215.
The terms used in this Statement of Additional Information have the same meanings as in the Prospectus.
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THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE PURCHASERS ONLY IF PRECEDED OR ACCOMPANIED BY A CURRENT PROSPECTUS.
