[Federal Register Volume 62, Number 34 (Thursday, February 20, 1997)]
[Notices]
[Page 7812]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-4092]


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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-22508; File No. 811-3414]


Sun Growth Variable Annuity Fund, Inc.

February 12, 1997.
AGENCY: Securities and Exchange Commission (``SEC'' or ``Commission'').

ACTION: Notice of Application for an Order under the Investment Company 
Act of 1940 (``1940 Act'').

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    Applicant: Sun Growth Variable Annuity Fund, Inc. (``Applicant'').
    Relevant 1940 Act Section: Order requested under Section 8(f).
    Summary of Application: Applicant seeks an order declaring that it 
has ceased to be an investment company as defined by the 1940 Act.
    Filing Date: The application was filed on December 31, 1996.
    Hearing or Notification of Hearing: An order granting the 
application will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Secretary of 
the SEC and serving Applicant with a copy of the request, in person or 
by mail. Hearing requests should be received by the SEC by 5:30 p.m. on 
March 10, 1997, and should be accompanied by proof of service on 
Applicant in the form of an affidavit or, for lawyers, a certificate of 
service. Hearing requests should state the nature of the requestor's 
interest, the reason for the request, and the issues contested. Persons 
may request notification of a hearing by writing to the Secretary of 
the SEC.

ADDRESSES: Secretary, Securities and Exchange Commission, 450 5th 
Street, NW., Washington, DC 20549. Applicant, c/o Bonnie S. Angus, Sun 
Life Assurance Company of Canada (U.S.), 50 Milk Street, Boston, 
Massachusetts 02109.

FOR FURTHER INFORMATION CONTACT:
Michael Koffler, Staff Attorney, or Kevin M. Kirchoff, Branch Chief, 
Office of Insurance Products (Division of Investment Management), at 
(202) 942-0670.

SUPPLEMENTARY INFORMATION: Following is a summary of the application; 
the complete application is available for a fee from the Public 
Reference Branch of the SEC.

Applicant's Representation

    1. Applicant is an open-end, diversified management company 
organized as a Delaware corporation. On March 12, 1982, Applicant filed 
with the Commission a notification of registration as an investment 
company on Form N-8A, and a registration statement under Section 8(b) 
of the 1940 Act and under the Securities Act of 1933 (File No. 2-76478) 
registering an indefinite amount of securities. The registration 
statement was declared effective April 22, 1982, and public offering of 
Applicant's securities began on April 30, 1982.
    2. Shares of Applicant are the underlying investment of two 
separate accounts of Sun Life Assurance Company of Canada (U.S.) (``Sun 
Life of Canada (U.S.)''), which are registered as unit investment 
trusts: Sun Life of Canada (U.S.) Variable Account A and Sun Life of 
Canada (U.S.) Variable Account B. These variable accounts are the sole 
shareholders of Applicant.
    3. Applicant is a small fund with continuing net redemptions. 
Applicant's board of directors believes it was in the best interest of 
its stockholders to merge Applicant into a larger fund, to obtain 
economies of scale with respect to fees and expenses.
    4. On December 18, 1996, pursuant to an Agreement and Plan of 
Reorganization dated October 1, 1996, between Applicant and MFS/Sun 
Life Series Trust (the ``Series Trust''), Applicant exchanged all of 
its assets for shares of the Money Market Series of the Series Trust. 
Applicant subsequently dissolved and distributed all the Money Market 
Series shares on a pro rata basis to each stockholder of Applicant. 
These transactions have been approved by Applicant's board of directors 
and by Applicant's stockholders.
    5. All expenses incurred in connection with these transactions will 
be borne by Sun Life of Canada (U.S.).
    6. Applicant has no assets and no security holders.
    7. Applicant has no debts or other liabilities outstanding.
    8. Applicant is not a party to any litigation or administrative 
proceeding, and is not now engaged, nor does it intend to engage, in 
any business activities other than those necessary for winding up its 
affairs.
    9. Within the last 18 months, Applicant has not transferred any of 
its assets to a separate trust.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-4092 Filed 2-19-97; 8:45 am]
BILLING CODE 8010-01-M