Sun Life Assurance Company of Canada (U.S.) and Keyportīased on the facts and representations in your letter dated December 19, 2003, and without necessarily agreeing with your legal analysis, we would not recommend enforcement action to the Commission against Sun Life Assurance Company of Canada (U.S.) ("Sun Life") or Keyport Life Insurance Company ("Keyport") under Section 5 of the Securities Act of 1933 (the "1933 Act") and Rule 145 thereunder, or Sections 8 and 11 of the Investment Company Act of 1940 (the "1940 Act"), if Keyport transfers its separate accounts ("Keyport Accounts") to Sun Life in connection with the proposed merger of Sun Life and Keyport (the "Merger"). RESPONSE OF THE OFFICE OF INSURANCE PRODUCTS Investment Company Act of 1940 - Section 8 and 11 Sun Life Assurance Company of Canada (U.S.) and Keyport Life Insurance Company December 19, 2003 Securities Act of 1933 - Section 5 and Rule 145 ![]() ![]() ![]() ![]() Sun Life Assurance Company of Canada (U.S.) and Keyport Life Insurance Company: No-Action letter dated December 19, 2003
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