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As filed with the Securities and Exchange Commission on April 28, 2005

</R>	Registration Nos. 333-114126
	811-07543

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. [  ]

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Post-Effective Amendment No. 2 [X]

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and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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Amendment No. 111 [X]

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Keyport Variable Account A

(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) (Zip Code)

Depositor's Telephone Number, including Area Code: 781-446-1974

Edward M. Shea, Esq.

Assistant Vice President and Senior Counsel

Sun Life Assurance Company of Canada (U.S.)

One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481

(Name and Address of Agent for Service)

copy to:

Joan E. Boros, Esq.

Jorden Burt LLP

1025 Thomas Jefferson Street, N.W.

Washington, DC 20007

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It is proposed that this filing will become effective:

( ) immediately upon filing pursuant to paragraph (b) of Rule 485

(X ) on April 29, 2005 pursuant to paragraph (b) of Rule 485

( ) 60 days after filing pursuant to paragraph (a) of Rule 485

( ) on [date] pursuant to paragraph (a) 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

Title of Securities Being Registered: Variable Portion of the Contracts Funded through the Separate Account.

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No filing fee is due because an indefinite amount of securities is deemed to have been registered in reliance on Section 24(f) of the Investment Company Act of 1940.

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Exhibit Index on Page ____

CONTENTS OF REGISTRATION STATEMENT

The Facing Sheet

The Contents Page

PART A

Prospectus

PART B

Statement of Additional Information

PART C

Items 24 - 32

The Signatures

Exhibits

PART A

April 29, 2005 Prospectus for

Keyport Advisor Variable Annuity

Annuities are:

   not insured by the FDIC or any other federal government agency;

   not a deposit or other obligation of, underwritten or guaranteed by,         the depository institution;

   subject to investment risks, including the possible loss of principal         amount invested.

PROSPECTUS FOR

THE KEYPORT ADVISOR VARIABLE ANNUITY

GROUP AND INDIVIDUAL FLEXIBLE PURCHASE PAYMENT

DEFERRED VARIABLE ANNUITY CONTRACTS

ISSUED BY

KEYPORT VARIABLE ACCOUNT A

OF

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

This prospectus describes the Keyport Advisor variable annuity group Contracts and Certificates offered by Sun Life Assurance Company of Canada (U.S.). The prospectus also offers the Certificates in the form of Individual Contracts, where required by certain states. All discussion of Certificates applies to the Contracts and Individual Contracts unless specified otherwise.

Under the Certificate, you may elect to have value accumulate on a variable or fixed basis. You may also elect to receive periodic annuity payments on either a variable or a fixed basis. This prospectus generally describes only the variable features of the Certificate. For a summary of the Fixed Account and its features, see Appendix A. The bonus that may be paid upon an exchange from a fixed annuity contract will come from anticipated future mortality and expense risk charges. Charges are the same for all Certificates with or without a bonus.

The Certificates are designed to help you in your retirement planning. You may purchase them on a tax qualified or non-tax qualified basis. Because they are offered on a flexible payment basis, you are permitted to make multiple payments (except in Oregon where they are offered only on a single purchase payment basis).

We will allocate your purchase payments to the investment options and the Fixed Account in the proportions you choose. The Certificate currently offers fourteen investment options, each of which is a Sub-account of Keyport Variable Account A. Currently, you may choose among the Sub-accounts investing in the following Eligible Funds:

THE ALGER AMERICAN FUND: Alger American Growth Portfolio and Alger American Small Capitalization Portfolio

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.: AllianceBernstein Global Bond Portfolio and AllianceBernstein Large Cap Growth Portfolio (formerly AllianceBernstein Premier Growth Portfolio)

LIBERTY VARIABLE INVESTMENT TRUST: Colonial Strategic Income Fund, Variable Series; Columbia International Fund, Variable Series; and Liberty Growth & Income Fund, Variable Series

MFS VARIABLE INSURANCE TRUST: MFS Emerging Growth Series and MFS Research Series

STEINROE VARIABLE INVESTMENT TRUST: Liberty Asset Allocation Fund, Variable Series; Liberty Federal Securities Fund, Variable Series; Liberty Money Market Fund, Variable Series; Liberty Small Company Growth Fund, Variable Series; and Columbia Large Cap Growth Fund, Variable Series (formerly Stein Roe Growth Stock, Variable Series)

You may not purchase a Certificate if either you or the Annuitant are 90 years old or older before we receive your application. You may not purchase a tax-qualified Certificate if you or the Annuitant are 75 years old or older before we receive your application (age 90 applies to Roth IRAs).

The purchase of a Contract or Certificate involves certain risks. Investment performance of the Sub-accounts may vary based on the performance of the related Eligible Funds. We do not guarantee any minimum Certificate Value for amounts allocated to the Sub-accounts. In addition, benefits based on the Fixed Account may be subject to a market value adjustment. As a result, withdrawal benefits, death benefits, settlement values, transfers to Eligible Funds, or periodic income payments may be adjusted upward or downward.

The Variable Account may offer other certificates with different features, fees and charges, and other Sub-accounts which may invest in different or additional mutual funds. Separate prospectuses and statements of additional information will describe other certificates. The agent selling the Certificates has information concerning the eligibility for and the availability of the other certificates.

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This prospectus contains important information about the Contracts and Certificates you should know before investing. You should read it before investing and keep it for future reference. We have filed a Statement of Additional Information ("SAI") with the Securities and Exchange Commission. The current SAI has the same date as this prospectus and is incorporated by reference in this prospectus. You may obtain a free copy by writing us at P.O. Box 9133, Wellesley Hills, MA 02481, by calling (800) 367-3653, or by returning the postcard on the back cover of this prospectus. A table of contents for the SAI appears on page 36 of this prospectus.

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The date of this prospectus is April 29, 2005.

The Securities and Exchange Commission has not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

	Page
DEFINITIONS	3
SUMMARY OF CERTIFICATE FEATURES	4
FEE TABLE	6
EXAMPLES	7
CONDENSED FINANCIAL INFORMATION	8
PERFORMANCE INFORMATION	10
SUN LIFE (U.S.) AND THE VARIABLE ACCOUNT	11
PURCHASE PAYMENTS AND APPLICATIONS	12
INVESTMENTS OF THE VARIABLE ACCOUNT	13
Allocations of Purchase Payments	13
Eligible Funds	13
Transfer of Variable Account Value	15
Frequent Transfers	15
Substitution of Eligible Funds and Other Variable Account Changes	16
DEDUCTIONS	17
Deductions for Certificate Maintenance Charge	17
Deductions for Mortality and Expense Risk Charge	17
Deductions for Daily Distribution Charge	18
Deductions for Contingent Deferred Sales Charge	18
Deductions for Transfers of Variable Account Value	19
Deductions for Premium Taxes	19
Deductions for Income Taxes	19
Total Variable Account Expenses	19
OTHER SERVICES	19
THE CERTIFICATES	22
Variable Account Value	22
Valuation Periods	22
Net Investment Factor	22
Modification of the Certificate	23
Right to Revoke	23
DEATH PROVISIONS FOR NON-QUALIFIED CERTIFICATES	23
DEATH PROVISIONS FOR QUALIFIED CERTIFICATES	25
CERTIFICATE OWNERSHIP	26
ASSIGNMENT	26
PARTIAL WITHDRAWALS AND SURRENDER	26
ANNUITY PROVISIONS	27
Annuity Benefits	27
Annuity Option and Income Date	27
Change in Annuity Option and Income Date	27
Annuity Options	27
Variable Annuity Payment Values	29
Proof of Age, Sex, and Survival of Annuitant	30
SUSPENSION OF PAYMENTS	30
TAX STATUS	30
Introduction	30
Taxation of Annuities in General	31
Qualified Plans	33
Tax-Sheltered Annuities	33
Individual Retirement Annuities	34
Corporate Pension and Profit-Sharing Plans	34
Deferred Compensation Plans with Respect to Service for State and Local Governments	34
Annuity Purchases by Nonresident Aliens	34
VARIABLE ACCOUNT VOTING PRIVILEGES	34
SALES OF THE CERTIFICATES	35
LEGAL PROCEEDINGS	36
INQUIRIES BY CERTIFICATE OWNERS	36
TABLE OF CONTENTS--STATEMENT OF ADDITIONAL INFORMATION	36
APPENDIX A--THE FIXED ACCOUNT (ALSO KNOWN AS THE MODIFIED GUARANTEED        ANNUITY ACCOUNT)	37
APPENDIX B--TELEPHONE INSTRUCTIONS	41

DEFINITIONS

Accumulation Unit: A unit of measurement used to calculate Variable Account Value.

Annuitant: The natural person on whose life annuity benefits are based and who will receive annuity payments starting on the Income Date.

Certificate Anniversary: Each anniversary of the Certificate Date.

Certificate Date: The date when the Certificate becomes effective.

Certificate Owner ("You"): The person(s) having the privileges of ownership defined in the Certificate.

Certificate Value: The sum of the Variable Account Value and the Fixed Account Value under your Certificate at a given time.

Certificate Withdrawal Value: The Certificate Value increased or decreased by a limited market value adjustment less any premium taxes and certificate maintenance charge and applicable contingent deferred sales charges.

Certificate Year: Each twelve-month period beginning on the Certificate Date and each Certificate Anniversary thereafter.

Company ("We", "Us", "Our", "Sun Life (U.S.)"): Sun Life Assurance Company of Canada (U.S.).

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Covered Person: The person(s) identified in the Certificate whose death may result in an adjustment of Certificate Value, payment of death benefit, a waiver of any contingent deferred sales charges and a waiver of any market value adjustment or whose medical stay in a hospital or nursing facility may allow the Certificate Owner to be eligible for either a total or partial waiver of the contingent deferred sales charge.

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Designated Beneficiary: The person designated to receive any death benefits under the Certificate.

Eligible Funds: The underlying mutual funds in which the Variable Account invests.

Fixed Account: Part of our general account to which purchase payments or Certificate Values may be allocated or transferred.

Fixed Account Value: The value of all Fixed Account amounts accumulated under the Certificate prior to the Income Date.

Guarantee Period Anniversary: An anniversary of a Guarantee Period's Start Date.

Guarantee Period Month: The first Guarantee Period Month is the monthly period which begins on the Start Date. Later Guarantee Period Months begin on the same day in the following months.

Guarantee Period Year: The twelve-month period which begins on the Start Date. Guarantee Period Years thereafter begin on each Guaranteed Period Anniversary.

In Force: The status of the Certificate before the Income Date so long as:

(1)	it is not totally surrendered,
(2)	the Certificate Value under a Certificate does not go to zero, and
(3)	there has not been a death of the Annuitant or any Certificate Owner that will cause the Certificate to end within at most five years of the date of death.

Income Date: The date on which annuity payments are to begin.

Non-Qualified Certificate: Any Certificate that is not issued under a Qualified Plan.

Qualified Certificate: Certificates issued under Qualified Plans.

Qualified Plan: A retirement plan which receives special tax treatment under Sections 401, 403(b), 408(b) or 408A of the Internal Revenue Code ("Code") or a deferred compensation plan for a state and local government or another tax exempt organization under Section 457 of the Code.

Start Date: The date money is first allocated to a Guarantee Period of the Fixed Account.

Variable Account: Keyport Variable Account A which is a separate investment account of the Company into which purchase payments under the Certificates may be allocated. The Variable Account is divided into Sub-accounts, each of which invests in shares of an Eligible Fund.

Variable Account Value: The value of all Variable Account amounts accumulated under the Certificate prior to the Income Date.

Written Request: A request written on a form satisfactory to us, signed by you and a disinterested witness, and filed at our office.

SUMMARY OF CERTIFICATE FEATURES

This summary does not contain all of the information that may be important to you. You should read the entire prospectus and Statement of Additional Information before deciding to invest. Further, individual state requirements, that differ from the information in this prospectus, are described in supplements to this prospectus or in endorsements to the Certificates.

The Certificate

The Certificate is a flexible premium deferred variable annuity certificate. It is designed for retirement planning purposes. It allows you to allocate purchase payments to and receive annuity payments from the Variable Account and/or the Fixed Account.

The Variable Account is a separate investment account we maintain. If you allocate payments to the Variable Account, your accumulation values and annuity payments will fluctuate according to the investment performance of the Eligible Funds chosen.

The Fixed Account is part of our "general account", which consists of all our assets except the Variable Account and the assets of other separate investment accounts we maintain. If you allocate payments to the Fixed Account, your accumulation value will increase at guaranteed interest rates and annuity payments will be of a fixed amount. Any surrender, withdrawal, transfer or annuitization of your values in the Fixed Account may be subject to a limited market value adjustment, which could increase or decrease the applicable amount. (See Appendix A for more information on the Fixed Account.)

If you allocate payments to both the Variable and the Fixed Accounts, then the accumulation value and annuity payments will be variable in part and fixed in part.

Purchase of the Certificate

You may make multiple purchase payments (except in Oregon). The minimum initial payment is $5,000. For individual retirement annuities the minimum payment is $2,000. The minimum amount for each subsequent payment is $1,000 or a lesser amount as we may permit from time to time which is currently $250. (See "Purchase Payments and Applications".)

Investment Choices

You can allocate and reallocate your investment among the Sub-accounts of the Variable Account which in turn invest in the Eligible Funds. Each Eligible Fund holds its assets separately from the assets of the other Eligible Funds. Each has its own investment objectives and policies described in the prospectuses for the Eligible Funds. Under the Certificate, the Variable Account currently invests in the following:

The Alger American Fund ("Alger American Fund")
  Alger American Growth Portfolio ("Alger Growth")
  Alger American Small Capitalization Portfolio ("Alger Small Cap")

AllianceBernstein Variable Products Series Fund, Inc. ("AllianceBernstein Series Fund")
  AllianceBernstein Global Bond Portfolio ("AllianceBernstein Global Bond")
  AllianceBernstein Large Cap Growth Portfolio ("AllianceBernstein Large Cap Growth")

Liberty Variable Investment Trust ("Liberty Trust")
  Colonial Strategic Income Fund, Variable Series ("Colonial Strategic Income")
  Columbia International Fund, Variable Series ("Columbia International")
  Liberty Growth & Income Fund, Variable Series ("Liberty Growth & Income")

MFS Variable Insurance Trust ("MFS Trust")
  MFS Emerging Growth Series ("MFS Emerging Growth")
  MFS Research Series ("MFS Research")
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SteinRoe Variable Investment Trust ("SteinRoe Trust")
  Columbia Large Cap Growth Fund, Variable Series ("Columbia Large Cap Growth")
  Liberty Asset Allocation Fund, Variable Series ("Liberty Asset Allocation")
  Liberty Federal Securities Fund, Variable Series ("Liberty Federal Securities")
  Liberty Money Market Fund, Variable Series ("Liberty Money Market")
  Liberty Small Company Growth Fund, Variable Series ("Liberty Small Company Growth")

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Fees and Charges

   Contingent Deferred Sales Charge.

There are no sales charges at the time of your purchase payment. We may deduct a charge in the event of a total or partial surrender. That charge is based on a table of charges. See page 6. The charge will not exceed 7% of that portion of the amount you surrender that represents purchase payments you made during the seven years immediately preceding your request for surrender. (See "Deductions for Contingent Deferred Sales Charge".)

   Mortality and Expense Risk Charge.

We deduct a mortality and expense risk charge at an annual rate of 1.25% of your average daily net asset value in the Variable Account. (See "Deductions for Mortality and Expense Risk Charge".)

   Distribution Charge.

We deduct a daily distribution charge at an annual rate of .15% of your daily net asset value in the Variable Account. (See "Deductions for Distribution Charge".)

   Certificate Maintenance Charge.

We deduct an annual $36 certificate maintenance charge from Variable Account Value for administrative expenses. In certain instances, we may waive this charge. (See "Deductions for Certificate Maintenance Charge".)

   Transfer Charge.

Currently, there is no transfer charge. However, the Certificate permits us to charge you up to $25 for each transfer in excess of 12 in each year your Certificate is In Force.

   Premium Taxes.

We charge premium taxes against your Certificate Value. Currently such premium taxes range from 0% to 3.5%. (See "Deductions for Premium Taxes".)

   Federal Income Taxes.

You will not pay federal income taxes on the increases in the value of your Certificate until you make a withdrawal, such as a lump sum payment or annuity payment or make a gift or assignment. Some withdrawals may also be subject to a 10% federal penalty tax. (See "Tax Status".)

Free Look

Generally, you may revoke the Certificate by returning it to us within ten days after you receive it. (See "Right to Revoke".) For most states, we will refund your Certificate Value, plus any distribution charges previously deducted, as of the date we receive the returned Certificate. You will bear the investment risk during the revocation period. In other states, we will return purchase payments. You may ask us for the rules that apply to your state.

FEE TABLE

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Certificate. The first table describes the fees and expenses that you will pay at the time that you buy the Certificate, surrender the Certificate, or transfer cash value between investment options. State premium taxes may also be deducted.

Certificate Owner Transaction Expenses

Sales Load Imposed on Purchases
(as a percentage of purchase payments):	0%
Maximum Contingent Deferred Sales Charge
(as a percentage of purchase payments):	7%*
Maximum Charge Per Transfer (currently $0):	$25**
Premium Taxes
(as a percentage of Certificate Value or total purchase payments):	0% - 3.5%***

*Completed Years from Date of Purchase Payment	Sales Charge
Up to 1	7%
2	6%
3	5%
4	4%
5	3%
6	2%
7	1%
8 or later	0%

Surrender charges are deducted only if you totally or partially surrender the Certificate. You will not incur a surrender charge: (1) in the first Certificate Year where you withdraw an aggregate amount up to the Certificate's earnings (earnings equal the Certificate Value at time of withdrawal less purchase payments not previously withdrawn); (2) in the second and later Certificate Years where you withdraw (a) earnings, and (b) an amount up to 10% of the Certificate Value as of the preceding Certificate Anniversary, less earnings.

**Applicable to each transfer after the first twelve transfers in each Certificate Year. We are currently waiving this fee. See "Deductions for Transfers of Variable Account Value."

*** The premium tax rate and base vary by your state of residence and the type of Certificate you own. Currently, we deduct premium taxes from Certificate Value upon full surrender (including a surrender for the death benefit) or annuitization. See "Deductions for Premium Taxes."

The next table describes the fees and expenses that you will pay periodically during the time that you own the Certificate, not including Eligible Fund fees and expenses.

Annual Certificate Maintenance Charge $36*

*This maintenance charge will be waived before the Income Date if: (1) it is the first Certificate Anniversary; (2) the Certificate Value is at least $40,000 on the date the charge is imposed; or (3) in the prior Certificate Year, purchase payments of at least $2,000 have been made and you have not made any partial withdrawals. This waiver will be determined annually.

Variable Account Annual Expenses
(as a percentage of average net assets)

Mortality and Expense Risk Charge:	1.25%
Distribution Charge:	.15%
Total Variable Account Annual Expenses:	1.40%

The next table shows the minimum and maximum total operating expenses charged by the Eligible Funds that you may pay periodically during the time that you own the Certificate. More detail concerning each Eligible Fund's fees and expenses is contained in the prospectus for each Eligible Fund.

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Total Annual Eligible Fund Operating Expenses	Minimum	Maximum
(as a percentage of average daily net assets)
(Expenses that are deducted from Eligible Fund assets, including management fees and other expenses)	0.57%	1.13%1

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1 The expenses shown do not reflect any fee waiver or expense reimbursement.

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The advisers and/or other service providers of certain Eligible Funds have agreed to reduce their fees and/or reimburse the Eligible Funds' expenses in order to keep the Eligible Funds' expenses below specified limits. Nine Eligible Funds have voluntary fee reduction and/or expense reimbursement arrangements that may be terminated at any time. The minimum and maximum Total Annual Operating Expenses for all Eligible Funds after all fee reductions and expense reimbursements are taken into consideration are 0.57% and 0.97% , respectively. Each fee reduction and/or expense reimbursement arrangement is described in the relevant Eligible Fund's prospectus.

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THE ABOVE EXPENSES FOR THE ELIGIBLE FUNDS WERE PROVIDED BY THE ELIGIBLE FUNDS. WE HAVE NOT INDEPENDENTLY VERIFIED THE ACCURACY OF THE INFORMATION.

EXAMPLES

The Examples are intended to help you compare the cost of investing in the Certificate with the cost of investing in other variable annuity contracts. These costs include Certificate Owner transaction expenses, certificate fees, Variable Account annual expenses, and Eligible Fund fees and expenses, and are based on a sample Certificate with the maximum possible fees.

The Examples assume that you invest $10,000 in the Certificate for the time periods indicated. The Examples also assume that your investment has a 5% return each year and assume the maximum fees and expenses of any of the Eligible Funds. In addition, the Examples assume no transfers were made and no premium taxes were deducted. If these arrangements were considered, the expenses shown would be higher. The Examples also do not take into consideration any fee waiver or expense reimbursement arrangements of the Eligible Funds. If these arrangements were taken into consideration, the expenses shown would be lower.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

(1) If you surrender your Certificate at the end of the applicable time period:

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1 year	3 years	5 years	10 years
$953	$1,318	$1,799	$3,611

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(2) If you annuitize your Certificate OR if you do not surrender your Certificate at the end of the applicable time period:

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1 year	3 years	5 years	10 years
$253	$833	$1,499	$3,611

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The Examples do not show the effect of premium taxes. Premium taxes (ranging from 0% to 3.5%) are deducted from Certificate Value upon full surrender, death or annuitization. The Examples also do not include any of the taxes or penalties you may be required to pay if you surrender your Certificate.

The Fee Table and Examples should not be considered a representation of past or future expenses and charges of the Sub-accounts. Your actual expenses may be greater or less than those shown. Similarly, the 5% annual rate of return assumed in the Examples are not an estimate or a guarantee of future investment performance. See "Deductions" in this prospectus, "Fees and Expenses" in the prospectus for Alger American Fund, "Management of the Portfolios" in the prospectus for AllianceBernstein Series Fund, "Trust Management Organizations" in the prospectus for Liberty Trust, "Expense Summary" in the prospectus for MFS Trust, and "Trust Management Organizations" in the prospectus for SteinRoe Trust.

CONDENSED FINANCIAL INFORMATION

Accumulation Unit Values*

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	Accumulation	Accumulation	Number of
	Unit Value	Unit Value	Accumulation
	Beginning	End	Units End
Sub-account	of Year**	of Year	of Year	Year
Alger Growth	$15.224	$15.838	1,529,463	2004
	11.421	15.224	1,822,080	2003
	17.284	11.421	2,549,749	2002
	19.876	17.284	3,138,182	2001
	23.647	19.876	3,819,292	2000
	17.928	23.647	2,912,320	1999
	12.277	17.928	1,103,433	1998
	9.900	12.277	197,652	1997
	10.000	9.900	8,927	1996
Alger Small Cap	9.145	10.512	639,810	2004
	6.514	9.145	812,339	2003
	8.954	6.514	1,039,224	2002
	12.882	8.954	1,193,797	2001
	17.942	12.882	1,284,652	2000
	12.685	17.942	1,032,743	1999
	11.134	12.685	650,319	1998
	10.065	11.134	161,530	1997
	10.000	10.065	6,760	1996
AllianceBernstein Global Bond	12.920	13.968	984,963	2004
	11.567	12.920	1,177,409	2003
	10.032	11.567	1,530,026	2002
	10.201	10.032	1,925,057	2001
	10.224	10.201	2,398,033	2000
	11.042	10.224	2,012,750	1999
	9.811	11.042	864,622	1998
	9.883	9.811	205,125	1997
	10.000	9.883	3,744	1996
AllianceBernstein Large Cap Growth	14.364	15.386	2,441,,993	2004
	11.777	14.364	3,036,552	2003
	17.219	11.777	4,123,763	2002
	21.091	17.219	5,537,148	2001
	25.636	21.091	6,740,158	2000
	19.646	25.636	5,481,341	1999
	13.463	19.646	2,283,763	1998
	10.198	13.463	317,794	1997
	10.000	10.198	5,012	1996
Colonial Strategic Income	18.038	19.596	2,470,113	2004
	15.448	18.038	2,967,375	2003
	14.433	15.448	3,945,327	2002
	14.102	14.433	4,614,656	2001
	14.291	14.102	5,357,894	2000
	14.237	14.291	5,550,475	1999
	13.616	14.237	3,004,440	1998
	12.642	13.616	559,013	1997
	12.538	12.642	17,084	1996
Columbia International	10.221	11.463	2,946,585	2004
	7.646	10.221	3,592,487	2003
	8.948	7.646	2,869,382	2002
	11.996	8.948	3,503,887	2001
	14.919	11.996	3,656,245	2000
	10.761	14.919	3,357,343	1999
	9.660	10.761	2,761,742	1998
	10.075	9.660	968,792	1997
	10.237	10.075	13,317	1996
Liberty Growth & Income	24.767	27.785	3,459,220	2004
	20.965	24.767	4,067,379	2003
	27.237	20.965	2,714,296	2002
	27.788	27.237	3,065,182	2001
	27.196	27.788	3,250,402	2000
	24.622	27.196	3,282,447	1999
	20.781	24.622	2,033,475	1998
	15.935	20.781	481,689	1997
	15.824	15.935	8,507	1996
Newport Tiger***	10.194	11.691	333,643	2004
	7.139	10.194	412,676	2003
	8.718	7.139	589,499	2002
	10.846	8.718	716,214	2001
	13.035	10.846	835,752	2000
	7.867	13.035	682,021	1999
	8.526	7.867	521,030	1998
	12.555	8.526	234,553	1997
	12.440	12.555	7,691	1996
MFS Emerging Growth	11.751	13.090	822,325	2004
	9.149	11.751	1,025,793	2003
	14.006	9.149	1,378,942	2002
	21.355	14.006	1,768,032	2001
	26.934	21.355	2,177,096	2000
	15.455	26.934	1,676,384	1999
	11.680	15.455	1,076,139	1998
	9.716	11.680	211,030	1997
	10.000	9.716	5,714	1996
MFS Research	11.749	13.423	1,351,444	2004
	9.553	11.749	1,631,168	2003
	12.837	9.553	2,130,020	2002
	16.531	12.837	2,772,530	2001
	17.617	16.531	3,244,606	2000
	14.400	17.617	2,803,066	1999
	11.834	14.400	1,643,616	1998
	9.978	11.834	476,726	1997
	10.000	9.978	11,120	1996
Columbia Large Cap Growth	33.223	32.124	645,968	2004
	26.898	33.223	756,940	2003
	39.052	26.898	1,141,918	2002
	52.532	39.052	1,308,572	2001
	60.541	52.532	1,591,366	2000
	44.829	60.541	1,106,820	1999
	35.538	44.829	537,753	1998
	27.242	35.538	62,291	1997
	27.602	27.242	871	1996
Liberty Asset Allocation	27.284	29.594	1,360,695	2004
	22.966	27.284	1,506,542	2003
	26.381	22.966	2,686,039	2002
	29.460	26.381	3,067,751	2001
	30.197	29.460	3,549,710	2000
	27.188	30.197	2,553,234	1999
	24.497	27.188	1,435,204	1998
	21.264	24.497	334,688	1997
	21.207	21.264	6,116	1996
Liberty Federal Securities	23.736	24.378	1,221,332	2004
	23.449	23.736	1,514,448	2003
	21.665	23.449	2,270,050	2002
	20.526	21.665	2,044,237	2001
	18.762	20.526	1,986,431	2000
	18.826	18.762	1,905,670	1999
	17.874	18.826	1,213,317	1998
	16.621	17.874	278,723	1997
	16.636	16.621	6,945	1996
Liberty Money Market	15.640	15.559	2,864,972	2004
	15.750	15.640	2,334,395	2003
	15.774	15.750	4,730,143	2002
	15.437	15.774	4,200,338	2001
	14.762	15.437	4,225,006	2000
	14.284	14.762	3,734,162	1999
	13.780	14.284	1,645,971	1998
	13.288	13.780	141,308	1997
	13.231	13.288	1,619	1996
Liberty Small Company Growth	32.523	35.755	206,479	2004
	26.898	32.523	213,667	2003
	30.646	26.898	237,316	2002
	34.541	30.646	273,753	2001
	37.025	34.541	316,182	2000
	25.351	37.025	242,409	1999
	31.085	25.351	219,819	1998
	29.237	31.085	70,397	1997
	28.254	29.237	2,017	1996

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* Accumulation Unit Values are rounded to the nearest tenth of a cent and numbers of accumulation units are rounded to the nearest whole number.

** Each value for 1996 is as of November 18, 1996, which is the date the Eligible Fund Sub-account first became available.

*** Newport Tiger is no longer available for investment.

The full financial statements for the Variable Account and Sun Life Assurance Company of Canada (U.S.) are in the Statement of Additional Information.

PERFORMANCE INFORMATION

We may from time to time advertise certain performance information concerning the Sub-accounts.

Performance information is not an indicator of either past or future performance of a Certificate.

We may advertise total return information for the Sub-accounts for various periods of time. Total return performance information is based on the overall percentage change in value of a hypothetical investment in the Sub-account over a given period of time.

Average annual total return information shows the average annual compounding change percentage applied to the value of an investment in the Sub-account from the beginning of the measuring period to the end of that period. Average annual total return reflects historical investment results, less all Sub-account and Certificate charges and deductions as required by certain regulatory rules. This calculation also reflects any contingent deferred sales charge that would apply if you surrendered the Certificate at the end of each period indicated. We do not deduct any premium taxes from average annual total return. Average annual total return would be lower if these taxes were deducted.

In order to calculate average annual total return, we divide the change in value of a Sub-account under a Certificate surrendered on a particular date by a hypothetical $1,000 investment in the Sub-account. We then annualize the resulting total rate for the period to obtain the average annual compounding percentage change during the period.

We also may present additional non-standardized total return information computed on a different basis:

o First, we may present total return information as described above, except for the deduction for the contingent deferred sales charge. This presentation assumes that the investment in the Certificate continues beyond the period when the contingent deferred sales charge applies. This is consistent with the long-term investment and retirement objectives of the Certificate. The total return percentage will be higher using this method than the standard method described above.

o Second, we may present total return information as described above, except there are no Certificate deductions for the contingent deferred sales charge, the certificate maintenance charge and premium tax charges. Because there are no charges deducted, the calculation is simplified. We divide the change in a Sub-account's Accumulation Unit value over a specified time period by the Accumulation Unit value of that Sub-account at the beginning of the period. This computation results in a twelve-month change rate. For longer periods it is a total rate for the period. We annualize the total rate in order to obtain the average annual percentage change in the Accumulation Unit value. The percentages would be lower if the contingent deferred sales charge and the certificate maintenance charge were included.

o Third, certain of the Eligible Funds have been available for other variable annuity contracts prior to the beginning of the offering of the Certificates described in this prospectus. Any performance information for such periods will be based on the historical results of the Eligible Funds and applying the fees and charges of the Certificate for the specified time periods.

The Liberty Money Market Sub-account is a money market Sub-account that also may advertise yield and effective yield information. The yield of the Sub-account refers to the income generated by an investment in the Sub-account over a specifically identified seven-day period. We annualize this income by assuming that the amount of income generated by the investment during that week is generated each week over a fifty-two week period. It is shown as a percentage. The yield reflects the deduction of all charges assessed against the Sub-account and a Certificate but does not include contingent deferred sales charges and premium tax charges. The yield would be lower if these charges were included.

We calculate the effective yield of the Liberty Money Market Sub-account in a similar manner but, when annualizing the yield, we assume income earned by the Sub-account is reinvested. This compounding effect causes effective yield to be higher than yield.

SUN LIFE (U.S.) AND THE VARIABLE ACCOUNT

We are a stock life insurance company incorporated under the laws of Delaware on January 12, 1970. We do business in 49 states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands, and we have an insurance company subsidiary that does business in New York. The Executive Office mailing address is One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481.

We are ultimately controlled by Sun Life Financial Inc. ("Sun Life Financial"). Sun Life Financial, a corporation organized in Canada, is a reporting company under the Securities Exchange Act of 1934 with common shares listed on the Toronto, New York, and Philippine stock exchanges.

We are a member of the Insurance Marketplace Standards Association ("IMSA"), and as such may use the IMSA logo and membership in IMSA in advertisements. Being a member means that we have chosen to participate in IMSA's Life Insurance Ethical Market Conduct Program.

The Variable Account was established by Keyport Life Insurance Company ("Keyport") a predecessor of Sun Life (U.S.), on January 30, 1996, pursuant to the provisions of Rhode Island law, as a segregated investment account. On December 31, 2003, Keyport was merged with and into Sun Life (U.S.). The Variable Account survived the merger intact. The Variable Account meets the definition of "separate account" under the federal securities laws. The Variable Account is registered with the Securities and Exchange Commission as a unit investment trust under the Investment Company Act of 1940. Such registration does not mean the Securities and Exchange Commission supervises us or the management of the Variable Account.

Obligations under the Certificates are our obligations. Although the assets of the Variable Account are our property, these assets are held separately from our other assets and are not chargeable with liabilities arising out of any other business we may conduct. Income, capital gains and/or capital losses, whether or not realized, from assets allocated to the Variable Account are credited to or charged against the Variable Account without regard to the income, capital gains, and/or capital losses arising out of any other business we may conduct.

PURCHASE PAYMENTS AND APPLICATIONS

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The initial purchase payment is due on the Certificate Date. The minimum initial purchase payment is $5,000 and $2,000 for individual retirement annuities. You may make additional purchase payments. We reserve the right to limit each subsequent purchase payment to at least $1,000. We may reject any purchase payment or any application.

If your application for a Certificate is complete and amounts are to be allocated to the Variable Account, we will apply your initial purchase payment to the Variable Account within two business days of receipt. If the application is incomplete, we will notify you and try to complete it within five business days. If it is not complete at the end of this period, we will inform you of the reason for the delay. The purchase payment will be returned immediately unless you specifically consent to our keeping the purchase payment until the application is complete. Once the application is complete, the purchase payment will be applied within two business days of its completion. Additional purchase payments are allocated to a Certificate based on the applicable sub-account accumulation unit value(s) next determined after we receive it.

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We will send you a written notification showing the allocation of all purchase payments and the re-allocation of values after any transfer you have requested. You must notify us immediately of any error. You may contact our Client Service Department at (800) 367-3653. If you fail to notify us within 60 days, we will not assume responsibility for correcting the error.

We will permit others to act on your behalf in certain instances, including:

o We will accept an application for a Certificate signed by an attorney-in-fact if we receive a copy of the power of attorney with the application.

o We will issue a Certificate to replace an existing life insurance or annuity policy that we or an affiliated company issued even though we did not previously receive a signed application from you.

Certain dealers or other authorized persons such as employers and Qualified Plan fiduciaries may inform us of your responses to application questions by telephone or by order ticket and cause the initial purchase payment to be paid to us. If the information is complete, we will issue the Certificate with a copy of an application containing that information. We will send you the Certificate and a letter so you may review the information and notify us of any errors. We may request you to confirm that the information is correct by signing a copy of the application or a Certificate delivery receipt. We will send you a written notice confirming all purchases. Our liability under any Certificate relates only to amounts so confirmed.

INVESTMENTS OF THE VARIABLE ACCOUNT

Allocations of Purchase Payments

We will invest your purchase payments in the Sub-accounts you have chosen. Your selection must specify the percentage of the purchase payment that is allocated to each Sub-account or must specify the asset allocation model selected. (See "Other Services, The Programs".) The percentage for each Sub-account, if not zero, must be at least 5% and a whole number. You may change the allocation percentages without fee, penalty or other charge. You must notify us in writing of your allocation changes unless you, your attorney-in-fact, or another authorized person have given us written authorization to accept telephone allocation instructions. By allowing us to accept telephone changes, you agree to accept and be bound by our current conditions and procedures. The current conditions and procedures are in Appendix B. We will notify you of any changes in advance.

The Variable Account is segmented into Sub-accounts. Each Sub-account contains the shares of one of the Eligible Funds and such shares are purchased at net asset value. We may add or withdraw Eligible Funds and Sub-accounts as permitted by applicable law.

Eligible Funds

The Eligible Funds are the separate funds listed within the Alger American Fund, AllianceBernstein Series Fund, Liberty Trust, MFS Trust and SteinRoe Trust. Sun Life (U.S.) and the Variable Account may enter into agreements with other mutual funds for the purpose of making such mutual funds available as Eligible Funds under certain Certificates.

We do not promise that the Eligible Funds will meet their investment objectives. Amounts you have allocated to Sub-accounts may grow, decline, or grow less in value than you expect, depending on the investment performance of the Eligible Funds in which the Sub-accounts invest. You bear the investment risk that those Sub-accounts possibly will not meet their investment objectives. You should carefully review their prospectuses before allocating amounts to the Sub-accounts of the Variable Account.

Some of the Eligible Funds are funding vehicles for other variable annuity contracts and variable life insurance policies offered by our separate accounts. The Eligible Funds are also available for the separate accounts of insurance companies affiliated and unaffiliated with us. The risks involved in this "mixed and shared funding" are disclosed in the Eligible Fund prospectuses under the following captions: Alger American Fund--"Purchasing and Redeeming Fund Shares"; AllianceBernstein Series Fund--"Purchase and Sale of Shares"; Liberty Trust--"Mixed And Shared Funding"; MFS Trust--"Other Information - Potential Conflicts"; SteinRoe Trust--"Mixed and Shared Funding"; and Sun Capital Trust--"Fund Details".

Fred Alger Management, Inc. ("Alger Management") is the investment manager for the Eligible Funds of Alger American Fund.

Alliance Capital Management L.P. is the investment adviser for the Eligible Funds of AllianceBernstein Series Fund. AIGAM International Limited is sub-adviser for AllianceBernstein Global.

Columbia Management Advisers, Inc. ("Columbia") is the investment adviser for the Eligible Funds of Liberty Trust and SteinRoe Trust.

Massachusetts Financial Services Company ("MFS"), an affiliate, is the investment adviser for the Eligible Funds of MFS Trust.

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We have briefly described the Eligible Funds and the objectives they seek to achieve below. You should read the current prospectuses for the Eligible Funds for more details and complete information. The prospectuses are available, at no charge, from a salesperson or by writing to us or by calling (800) 367-3653.

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Eligible Funds of Alger American
Fund and Variable Account Sub-accounts	Investment Objective
Alger Growth	Long-term capital appreciation.
(Alger Growth Sub-account)
Alger Small Cap	Long-term capital appreciation.
(Alger Small Cap Sub-account)
Eligible Funds of AllianceBernstein Series
Fund and Variable Account Sub-accounts	Investment Objective
AllianceBernstein Global Bond	A high level of return from a combination
(AllianceBernstein Global Bond Sub-account)	of current income and capital appreciation
	by investing in a globally diversified portfolio
	of high quality debt securities denominated
	in the U.S. Dollar and a range of foreign
	currencies.
AllianceBernstein Large Cap Growth	Growth of capital rather than current income.
(AllianceBernstein Large Cap Growth Sub-account)
Eligible Funds of Liberty Trust
and Variable Account Sub-accounts	Investment Objective
Colonial Strategic Income	A high level of current income, as is consistent
(Colonial Strategic Income Sub-account)	with prudent risk and maximizing total return,
	by diversifying investments primarily in U.S.
	and foreign government and high yield,
	high risk corporate debt securities.
Columbia International	Long-term growth by investing in equity
(Columbia International Sub-account)	securities of growth companies located outside
	the United States.
Liberty Growth & Income	Long-term capital growth and income by
(Liberty Growth & Income Sub-account)	investing primarily in large capitalization
	equity securities.
Eligible Funds of MFS Trust
and Variable Account Sub-accounts	Investment Objective
MFS Emerging Growth	Long-term growth of capital.
(MFS Emerging Growth Sub-account)
MFS Research	Long-term growth of capital and future income.
(MFS Research Sub-account)
Eligible Funds of SteinRoe Trust
and Variable Account Sub-accounts	Investment Objective
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Columbia Large Cap Growth	Long-term growth of capital through investment
(Columbia Large Cap Growth Sub-account)	primarily in common stocks.
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Liberty Asset Allocation	High total investment return through
(Liberty Asset Allocation Sub-account)	investment in a changing mix of securities.
Liberty Federal Securities	Highest possible level of current income
(Liberty Federal Securities Sub-account)	consistent with safety of principal and
	maintenance of liquidity through investment
	primarily in mortgage-backed securities.
Liberty Money Market	High current income from short-term money
(Liberty Money Market Sub-account)	market instruments while emphasizing
	preservation of capital and maintaining excellent
	liquidity.
Liberty Small Company Growth	Capital growth by investing primarily in
(Liberty Small Company Growth Sub-account)	common stocks, convertible securities, and
	other securities selected for prospective
	capital growth.

Transfer of Variable Account Value

You may transfer Variable Account Value from one Sub-account to another Sub-account and/or to the Fixed Account.

You must notify us in writing of your transfer requests unless you have given us written authorization to accept telephone transfer requests from you or your attorney-in-fact. By authorizing us to accept telephone transfer instructions, you agree to accept our current conditions and procedures. The current conditions and procedures are in Appendix B. You will be given prior notification of any changes. A person acting on your behalf as an attorney-in-fact may make written transfer requests.

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If we receive your transfer requests before 4:00 P.M. Eastern Time, we will initiate them at the close of business that day. We will initiate any written requests received after that time at the close of the next business day. We will execute your request to transfer value by both redeeming and acquiring Accumulation Units on the day we initiate the transfer.

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If you transfer 100% of any Sub-account's value, and the allocation formula for purchase payments on your application includes that Sub-account, the allocation formula for future purchase payments will automatically change unless you tell us otherwise.

Currently, we do not charge a transfer fee. We reserve the right to charge a fee for each transfer in excess of 12 in each Certificate Year. We will notify you prior to charging any transfer fee or a change in the limitation on the number of transfers. The fee will not exceed $25.

Frequent Transfers

The Certificates are not designed for frequent transfer activity. If you wish to employ such strategies, do not purchase a Certificate. Transfer limitations and other restrictions described below, are subject to our ability to monitor transfer activity. Some Certificate Owners and their third party intermediaries engaging in frequent transfer activity may employ a variety of strategies to avoid detection. Despite our efforts to prevent frequent transfer activity, there is no assurance that we will be able to identify such Certificate Owners or intermediaries or curtail their transfer activity.

A failure to detect and curtail short-term trading could result in adverse consequences to the Contract Owners. Short-term trading can increase costs for all Contract Owners as a result of excessive portfolio transaction fees. In addition, short-term trading can adversely affect a Fund's performance. If large amounts of money are suddenly transferred out of a Fund, the Fund's investment adviser cannot effectively invest in accordance with the Fund's investment objectives and policies.

     Limitations on Transfers

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We discourage frequent transfers of Certificate Value among the Sub-accounts. Accordingly, we have established the following policies and procedures to limit the number and frequency of transfers:

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o we impose a transfer limit of one transfer every 30 days, or such other period as we may permit with notification of the change to all Certificate Owners prior to its effectiveness, and

o we limit each transfer to a maximum of $2,000,000, or such greater amount as we may permit with notification of the change to all Certificate Owners prior to its effectiveness. We treat all transfer requests for a Certificate made on the same day as a single transfer. We may treat as a single transfer all transfers you request on the same day for every Certificate you own. The total combined transfer amount is subject to the maximum limitation. If the total amount of the requested transfers exceeds the maximum, we will not execute any of the transfers.

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If we have executed a transfer with respect to your Certificate as part of a multiple transfer request, we will not execute another transfer request for your Certificate for 30 days. Transactions pursuant to optional investment-related programs, such as dollar cost averaging and portfolio rebalancing, are not considered in the application of these limits.

By applying these limitations, we intend to protect the interests of all Certificate Owners invested in the Sub-accounts. We have determined that the actions of individuals engaging in significant transfer activity may adversely affect the performance of the Eligible Fund for the Sub-account involved. The movement of values from one Sub-account to another may prevent the appropriate Eligible Fund from taking advantage of investment opportunities because the Eligible Fund must maintain a liquid position in order to handle redemptions. Such movement may also cause a substantial increase in fund transaction costs which all Certificate Owners must indirectly bear.

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Transfer limitations may prevent you from making a transfer on the date you select. This may result in your Certificate Value being lower than it would have been if you had been able to make the transfer.

     Waiver of Transfer Limitations

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In certain limited situations, we may accommodate transfers more frequent than one every 30 days. Therefore, we reserve the right to waive transfer limitations, where permitted by law and not adverse to the interests of the relevant Eligible Fund and other shareholders, in the following instances:

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o when a new broker of record is designated for the Certificate;

o when the Certificate Owner changes;

o when control of the Certificate passes to the designated beneficiary upon death of the Owner or Annuitant;

o when necessary in our view to avoid hardship to a Certificate Owner; or

o when Eligible Funds are dissolved or merged or substituted.

We reserve the right to change these limitations and exceptions at any time. Any change will be applied uniformly. We will notify you of any change prior to its effectiveness.

If significant trading activity trading results as a consequence of waiving the transfer limitations, it could expose Contract Owners to certain risks. The significant trading activity could increase costs for all Contract Owners as a result of excessive portfolio transaction fees. In addition, the significant trading activity could adversely affect a Fund's performance. If large amounts of money are suddenly transferred out of a Fund, the Fund's investment adviser cannot effectively invest in accordance with the Fund's investment objectives and policies. Unless the limitations on transfers policy and the permitted waivers of that policy are applied uniformly, some Certificate Owners may experience a different application of the policy and therefore may experience some of these risks. Too much discretion on our part in allowing the waivers of transfer policy could result in an unequal treatment of Certificate Owners by permitting some Certificate Owners to engage in frequent transfers while prohibiting others from doing the same.

     Fund Limitations on Transfers

In addition to our transfer limitations, some of the Eligible Funds reserve the right to refuse purchase or transfer requests from the Variable Account if, in the judgement of the Eligible Fund's investment adviser, the Eligible Fund would be unable to invest effectively in accordance with its investment objective and policies, or the request is considered to be part of a frequent trading strategy known as short-term trading. Accordingly, the Variable Account may not be in a position to effectuate some transfers with such Eligible Funds and, therefore, will be unable to process such transfer requests. We also reserve the right to refuse requests involving transfers to or from the Fixed Account.

Substitution of Eligible Funds and Other Variable Account Changes

If shares of any of the Eligible Funds are no longer available for investment by the Variable Account, or further investment in the shares of an Eligible Fund is no longer appropriate under the Certificate, we may add or substitute shares of another Eligible Fund or of another mutual fund for Eligible Fund shares already purchased or to be purchased in the future. Any substitution of securities will comply with the requirements of the Investment Company Act of 1940.

We also reserve the right to make the following changes in the operation of the Variable Account and Eligible Funds:

o to operate the Variable Account in any form permitted by law;

o to take any action necessary to comply with applicable law or obtain and continue any exemption from applicable law;

o to transfer any assets in any Sub-account to another or to one or more separate investment accounts, or to our general account;

o to add, combine or remove Sub-accounts in the Variable Account; and

o to change how we assess charges, so long as we do not increase them above the current total amount charged to the Variable Account and the Eligible Funds in connection with your Certificate.

DEDUCTIONS

Deductions for Certificate Maintenance Charge

We charge an annual certificate maintenance charge of $36 per Certificate Year. This charge reimburses us for our expenses incurred in maintaining your Certificate.

Before the Income Date, we will deduct the certificate maintenance charge from the Variable Account Value on each Certificate Anniversary and on the date of any total surrender not falling on the Certificate Anniversary.

We will waive this charge before the Income Date if:

o it is the first Certificate Anniversary;

o the Certificate Value is at least $40,000 on the date we impose this charge; or

o in the prior Certificate Year, purchase payments of at least $2,000 have been made and you have not made any partial withdrawals. The waiver will be determined annually as of each Certificate Anniversary.

On the Income Date, we will subtract from Variable Account Value a pro-rata portion of the charge due on the next Certificate Anniversary. This pro-rata charge covers the period from the prior Certificate Anniversary to the Income Date.

Before and after the Income Date, we deduct the certificate maintenance charge proportionally from each Sub-account based upon the value each Sub-account bears to the Variable Account Value.

After the Income Date, once annuity payments begin, we deduct the certificate maintenance charge only from variable annuity payments. We will subtract this charge in equal parts from each annuity payment. For example, if annuity payments are monthly, then we will deduct one-twelfth of the annual charge from each payment.

We will waive the charge on and after the Income Date for the current year if:

o you have selected variable annuity Option A; and

o the present value of all of the remaining payments is at least $40,000 at the time of the first payment of the year.

Deductions for Mortality and Expense Risk Charge

Variable annuity payments fluctuate depending on the investment performance of the Sub-accounts. The payments will not be affected by the mortality experience (death rate) of persons receiving such payments or of the general population. We guarantee the Death Benefits described in "Death Provisions". We also assume an expense risk since the certificate maintenance charge after the Income Date remains the same and does not change to reflect variations in expenses.

We deduct a mortality and expense risk charge from each Sub-account as part of the calculation of Accumulation Unit Values and Annuity Unit Values for each Valuation Period. The mortality and expense risk charge is equal, on an annual basis, to 1.25% of the average daily net asset value of each Sub-account. We deduct the charge both before and after the Income Date.

We may deduct less than the full charge from Sub-account values attributable to Certificates issued to our employees and to other persons specified in "Sales of the Certificates". Additionally, we may, in certain circumstances described in "Sales of the Certificates" offer to credit additional interest from our general account to a purchase payment upon receipt as an allowance for future deductions of the mortality and expense risk charge.

Deductions for Daily Distribution Charge

We deduct a daily distribution charge from each Sub-account as part of the calculation of Accumulation Unit Values for each Valuation Period. This charge is equal, on an annual basis, to 0.15% of the average daily net asset value of each Sub-account. This charge compensates us for certain sales distribution expenses relating to the Certificate. We do not deduct the distribution charge during the annuity period.

We will not deduct this charge from your Sub-account values once we have reached the maximum cumulative distribution charge limit. We do not deduct this charge from the values of the Certificates issued to our employees and other persons specified in "Sales of the Certificates". We may decide not to deduct the charge from Sub-account values attributable to a Certificate issued in an internal exchange or transfer of an annuity contract from our general account.

Deductions for Contingent Deferred Sales Charge

We do not deduct a sales charge from the Certificate when you purchase it. We may deduct such a charge if you make a partial withdrawal or surrender your Certificate.

To determine whether we will deduct a contingent deferred sales charge if you surrender your Certificate, we maintain a separate set of records. These records identify the date and amount of each purchase payment you have made and the Certificate Value over time. This allows us to determine if a charge is due with respect to a particular purchase payment.

You may make partial surrenders during the Accumulation Period without incurring a contingent deferred sales charge. During the first Certificate Year, you may withdraw an amount up to the Certificate's earnings. Earnings equal the Certificate Value at the time of withdrawal, less purchase payments not previously withdrawn. Beginning with the second Certificate Year, you may withdraw earnings, and an amount up to 10% of the Certificate Value on the prior Certificate Anniversary, less earnings. We will deduct a contingent deferred sales charge with respect to withdrawals in excess of these amounts.

We will deduct the contingent deferred sales charge resulting from an excess withdrawal in any Certificate Year from the purchase payments beginning with the oldest payment until we have deducted the full amount.

The amount of the contingent deferred sales charge we deduct will equal the amount of your surrender multiplied by the applicable percentage for the number of years that have elapsed from the date of the purchase payment to the date of surrender. We measure years from the date of each purchase payment you make. The applicable percentages for each year are 7% during the first year, and decreasing by 1% each following year until the percentage is 0%. We will deduct the contingent deferred sales charges from the Sub-accounts and the Fixed Account in the same manner as we deduct the amount you surrender.

We keep a record of all amounts we have deducted for all contingent deferred sales charges and daily distribution charges. We will never deduct more than a total of 9% from your purchase payments for sales and distribution charges.

The contingent deferred sales charge is used to cover the expenses of selling the Certificate, including compensation paid to selling dealers and the cost of sales literature. Selling dealers may receive up to 7.00% of purchase payments. (See "Sales of the Certificates".) We pay any expenses not covered by the charge from our general account, which may include monies deducted from the Variable Account for the mortality and expense risk charge.

We will waive the contingent deferred sales charge in the event a Covered Person is confined in a medical facility in accordance with the provisions and conditions of an endorsement to the Certificate relating to such confinement.

The contingent deferred sales charge is not applicable to Certificates issued to our employees and other persons specified in "Sales of the Certificates".

We may reduce or change any contingent deferred sales charge percentage to 0% under a Certificate issued in an internal exchange or transfer of an annuity contract from our general account.

Under the "Systematic Withdrawal Program" on page 21 and under other permitted circumstances, we may allow the 10% withdrawal amount to be available in the first Certificate Year. If so, the initial purchase payment will be substituted for the Certificate Value.

Deductions for Transfers of Variable Account Value

Currently, we do not charge a transfer fee. However, the Certificate allows us to charge up to $25 for each transfer in excess of 12 per year that occurs outside of the optional investment related programs. We will notify you prior to the imposition of any fee.

Deductions for Premium Taxes

We deduct the amount of any premium taxes required by any state or governmental entity. Currently, we deduct premium taxes from Certificate Value upon full surrender (including a surrender for the death benefit) or annuitization. The actual amount of any such premium taxes will depend, among other things, on the type of Certificate you purchase (Qualified or Non-Qualified), on your state of residence, the state of residence of the Annuitant, and the insurance tax laws of such states. Currently such premium taxes range from 0% to 3.5% of either total purchase payments or Certificate Value.

Deductions for Income Taxes

We will deduct income taxes from any amount payable under the Certificate that a governmental authority requires us to withhold. See "Income Tax Withholding" and "Tax-Sheltered Annuities".

Total Variable Account Expenses

Total Variable Account expenses you will incur will be the certificate maintenance charge, the mortality and expense risk charge, and the daily distribution charge.

The value of the assets in the Variable Account will reflect the value of Eligible Fund shares and the deductions and expenses paid out of the assets of the Eligible Funds. The prospectus for the Eligible Funds describes these deductions and expenses.

OTHER SERVICES

The Programs. We offer the following investment-related programs which are available only prior to the Income Date:

o asset allocation;

o dollar cost averaging;

o systematic investment; and

o systematic withdrawal programs.

A rebalancing program is available before and after the Income Date.

Under each program that uses transfers, the transfers between and among Sub-accounts and the Fixed Account are not subject to a transfer fee and are not counted as one of the 12 free transfers. Each of the programs has its own requirements, as discussed below. We reserve the right to terminate any program and you may terminate your participation in any program at any time.

We impose no charge for participating in the asset allocation, dollar cost averaging, systematic investment, or systematic withdrawal programs.

If you have submitted a telephone authorization form, you may make certain changes by telephone. For those programs involving transfers, you may change instructions by telephone with regard to which Sub-accounts or Fixed Account Certificate Value may be transferred. We describe the current conditions and procedures in Appendix B.

Dollar Cost Averaging Program. Under the program, we make automatic transfers of Accumulation Units on a periodic basis out of the Liberty Money Market Sub-account or the One-Year Guarantee Period Fixed Account option into one or more of the other available Sub-accounts you select. The program allows you to invest in the Sub-accounts over time rather than all at once. The program is available for purchase payments and amounts transferred into the Liberty Money Market Sub-account or the One-Year Guarantee Period Fixed Account option. We reserve the right to limit the number of Sub-accounts you may choose. Currently, there are no limits.

If you wish to participate in the program you must specify in writing whether you want the transfers to be made from the Liberty Money Market Sub-account or a specific One-Year Guarantee Period Fixed Account option. You must also tell us the monthly amount you want transferred (minimum $100) and the Sub-account(s) to which you want the transfers made. The first transfer will occur about 30 days after we receive your request. Each subsequent periodic transfer will occur at the close of the same valuation period. If you select monthly transfers and the first transfer occurs on April 8, the second transfer will occur at the close of the valuation period that includes May 8. When the remaining value is less than the monthly transfer amount, we will transfer that remaining value and the program will end. Before this final transfer, you may extend the program by allocating additional purchase payments, or by transferring Certificate Value, to the Liberty Money Market Sub-account or to a designated One-Year Guarantee Period Fixed Account option.

You may change the monthly amount you want transferred, the Sub-account(s) to which you want transfers made, or end the program. The program will automatically end on the Income Date. We reserve the right to end the program at any time by sending you a notice one month in advance.

We must receive your written or telephone instructions by 4:00 P.M. Eastern Time of the business day before the next scheduled transfer in order for the new instructions to be in effect for that transfer. We establish conditions and procedures for telephone instructions for dollar cost averaging from time to time. The current conditions and procedures appear in Appendix B, and you will be notified prior to any changes.

Asset Allocation Program. Previously you could select from five asset allocation model portfolios that were separately developed by Ibbotson Associates:

o Model A - Capital Preservation,

o Model B - Income and Growth,

o Model C - Moderate Growth,

o Model D - Growth, and

o Model E - Aggressive Growth.

Sun Life (U.S.) has determined that Ibbotson Associates will no longer be periodically reviewing or changing the models for the asset allocation program and these models are no longer available for investment. If you previously elected one of the models developed by Ibbotson Associates, we will continue to automatically allocate your Purchase Payments and rebalance your Certificate Value on a quarterly basis among the Sub-accounts that are currently available in the model you chose, without further instruction, unless you advise us otherwise. You should consult your financial adviser periodically to consider whether the model you have selected is still appropriate for you or whether you wish to change your percentage allocations.

The Fixed Account is not available in any asset allocation model. You may allocate subsequent purchase payments, or Certificate Value, between an asset allocation model and the Fixed Account.

Rebalancing Program. Rebalancing allows you to maintain the percentage of your Certificate Value allocated to each Sub-account at a pre-set level. Over time, the variations in each Sub-account's investment results will shift the balance of your Certificate Value allocations. Under the rebalancing program, each quarter, if the allocations change from your desired percentages, we will automatically transfer your Certificate Value, including new purchase payments (unless you tell us otherwise), back to the percentages you specify. Rebalancing maintains your percentage allocations among the Sub-accounts, although it is accomplished by reducing your Certificate Value allocated to the better performing Sub-accounts. If you choose to allocate your purchase payments at such a pre-set percentage among the Sub-accounts, we will automatically rebalance the Certificate Value of each Sub-account on the last day of the calendar quarter to match your current percentage allocations. We will not charge a transfer fee for rebalancing.

You may terminate the program at any time or change the percentages by notifying us in writing. We must receive your changes ten days before the end of the calendar quarter.

Certificate Value allocated to the Fixed Account is not included in the rebalancing program. After the Income Date, the rebalancing program applies only to variable annuity payments, and we will rebalance the number of Annuity Units in each Sub-account. Annuity Units are used to calculate the amount of each annuity payment.

If your total Certificate Value subject to rebalancing falls below any minimum value that we may establish, we may prohibit or limit your use of rebalancing. We may change, terminate, limit or suspend rebalancing at any time.

Systematic Investment Program. You may make purchase payments for Non-Qualified Certificates through monthly deductions from your bank account or payroll. You may elect this program by completing and returning a systematic investment program application and authorization form to us. You may obtain an application and authorization form from us or your sales representative. There is a current minimum of $50 per payment for the program.

Systematic Withdrawal Program. To the extent permitted by law, if you enroll in the systematic withdrawal program, we will make monthly, quarterly, semi-annual or annual distributions of a set dollar amount directly to you. We will treat such distributions for federal tax purposes as any other withdrawal or distribution of Certificate Value. You may specify the amount of each partial withdrawal, subject to a minimum of $100. You may make systematic withdrawals from any Sub-accounts or any Fixed Account option. However, any withdrawal from a Fixed Account option with a Guarantee Period whose original length is three or more years may be subject to a market value adjustment. (See Appendix A.)

In each Certificate Year, you may withdraw portions of Certificate Value without any contingent deferred sales charge ("free withdrawal amount"). If your withdrawals under the program exceed the free withdrawal amount, the excess will be subject to the applicable contingent deferred sales charge. We will add any unrelated voluntary partial withdrawal you make during a Certificate Year with withdrawals pursuant to the program to determine the applicability of any contingent deferred sales charge.

Unless you specify the Sub-account(s) or the Fixed Account option from which you want withdrawals of Certificate Value made, or if the amount in a specified Sub-account is less than the predetermined amount, we will make withdrawals under the program in the manner specified for partial withdrawals in "Partial Withdrawals and Surrender". We will process all Sub-account withdrawals under the program by canceling Accumulation Units equal in value to the amount to be distributed to you and to the amount of any applicable contingent deferred sales charge.

You may combine the program with all other programs except the systematic investment program.

It may not be advisable to participate in the systematic withdrawal program when making additional purchase payments under the Certificate, if you would incur a contingent deferred sales charge or receive taxable income as a result of the withdrawal. In either circumstance, it might be financially advantageous for you not to pay the purchase payment and forego the systematic withdrawal, thereby avoiding payment of the surrender charge or potential tax liability. However, if you own a Non-Qualified Certificate and are under 59 1/2, terminating a systematic withdrawal program or skipping a payment may subject you to penalty tax.

Systematic withdrawals may have adverse federal income tax consequences and you should, therefore, consult with a qualified tax professional before electing this option.

THE CERTIFICATES

Variable Account Value

The Variable Account Value for your Certificate is based on the sum of your proportionate interest in the value of each Sub-account to which you have allocated values. We determine the value of each Sub-account at any time by multiplying the number of Accumulation Units attributable to that Sub-account by its Accumulation Unit value.

Each purchase payment you make results in the credit of additional Accumulation Units to your Certificate and the appropriate Sub-account. Purchase payments are credited to your Certificate using the Accumulation Unit value that is next calculated after we receive your purchase payment. The number of additional units for any Sub-account will equal the amount allocated to that Sub-account divided by the Accumulation Unit value for that Sub-account at the time of investment.

Valuation Periods

We determine the value of the Variable Account each valuation period using the net asset value of the Eligible Fund shares. A valuation period is the period beginning at 4:00 P.M. (ET) which is the close of trading on the New York Stock Exchange and ending at the close of trading for the next business day. The New York Stock Exchange is currently closed on weekends, New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

Net Investment Factor

Your Variable Account Value will fluctuate with the investment results of the underlying Eligible Funds you have selected. In order to determine how these fluctuations affect value, we use an Accumulation Unit value. Each Sub-account has its own Accumulation Units and value per unit. We determine the unit value applicable during any valuation period at the end of that period.

When Eligible Fund shares were first purchased on behalf of the Variable Account, each Accumulation Unit was valued at a specified dollar amount. The Unit value for each Sub-account in any valuation period thereafter is determined by multiplying the value for the prior period by a net investment factor. This factor may be greater or less than 1.0; therefore, the Accumulation Unit may increase or decrease from valuation period to valuation period. We calculate a net investment factor for each Sub-account according to the following formula (a / b) - c, where:

(a)	is equal to:
	(i)	the net asset value per share of the Eligible Fund at the end of the valuation period; plus
	(ii)	the per share amount of any dividend or other distribution of the Eligible Fund made if the record date for such distribution occurs during that same valuation period.
(b)	is the net asset value per share of the Eligible Fund at the end of the prior valuation period.
(c)	is equal to:
	(i)	the valuation period equivalent of the annual rate for the mortality and expense risk charge; plus
	(ii)	the valuation period equivalent of the annual rate for the distribution charge; plus
	(iii)	a charge factor for any tax provision established by us as a result of the operations of that Sub-account.

If we have deducted the maximum cumulative sales charge limit, we will not deduct the daily distribution charge in (c)(ii) above. For Certificates issued to our employees and other persons specified in "Sales of the Certificates", the mortality and expense risk charge in (c)(i) above is .35% and the daily distribution charge in (c)(ii) above is eliminated. We may eliminate the daily distribution charge in (c)(ii) above for certain Certificates we issue in an internal exchange or transfer.

Modification of the Certificate

Only our President or Secretary may agree to alter the Certificate or waive any of its terms. A change may be made to the Certificate if there have been changes in applicable law or interpretation of law. Any changes must be made in writing and with your consent, except as may be required by applicable law.

Right to Revoke

You may return the Certificate within ten days after you receive it by delivering or mailing it to us. The postmark on a properly addressed and postage-prepaid envelope determines if a Certificate is returned within the period. We will treat the returned Certificate as if we never issued it and will refund either the Certificate Value or purchase payments, whichever is required by state law. With respect to Certificates issued in exchange for a fixed annuity contract, we will refund the value of the old fixed annuity without consideration of the 3% interest credit in those states that require a return of premium. In states that require a return of Certificate Value, we will return the value of the old fixed annuity without consideration of the 3% interest credit as adjusted for positive or negative investment performance. Thus, the interest credit does not fully vest until the right to revoke period ends.

If we deliver your Certificate to you in California and you are age 60 or older, you may return the Certificate to us or to the agent from whom you purchased it. If you return the Certificate within 30 days after you received it, we will refund the Certificate Value.

DEATH PROVISIONS FOR NON-QUALIFIED CERTIFICATES

Death of Primary Owner, Joint Owner or Certain Non-Owner Annuitant. If the Certificate is In Force, you or any Joint Certificate Owner dies, or if the Annuitant dies when a non-natural person (such as a trust) owns the Certificate, we will treat the Designated Beneficiary as the Certificate Owner after such a death.

If the decedent's surviving spouse is the sole Designated Beneficiary, he or she will automatically become the new sole primary Certificate Owner as of the decedent's date of death. If the decedent was the Annuitant, the new Annuitant will be any living contingent annuitant, otherwise the surviving spouse. The Certificate can stay In Force until another death occurs. Except for this paragraph, all of "Death Provisions" will apply to that subsequent death.

In all other cases, the Certificate may remain In Force for a period not to exceed five years from the date of death. During this period, the Designated Beneficiary may exercise all ownership rights, including the right to make transfers or partial withdrawals or the right to totally surrender the Certificate for its surrender value. If the Certificate is still in effect at the end of the five-year period, we will automatically end it by paying the Certificate Value to the Designated Beneficiary. If the Designated Beneficiary is not then alive, we will pay any person(s) named by the Designated Beneficiary in writing; otherwise we will pay the Designated Beneficiary's estate.

The Covered Person under this paragraph shall be the decedent if he or she is the first to die among you, any joint Certificate Owner, or Annuitant. If there is a non-natural Certificate Owner such as a trust, the Annuitant shall be the Covered Person.

Upon the death of the Covered Person, we will increase the Certificate Value so that it equals the death benefit amount if it is less than the death benefit amount ("DBA"). The DBA is the greater of the "net purchase payment death benefit", the current Certificate Value or the "greatest Anniversary Value".

The net purchase payment death benefit is:

o the initial purchase payment, plus

o any additional purchase payments, minus

o any partial withdrawals and any applicable contingent deferred sales charges.

Each day we determine the value of your Certificate during a Certificate Year, we will also value your "greatest Anniversary Value". The "greatest Anniversary Value" on the issue date is the initial purchase payment. Each day we will add to this amount any additional purchase payments made that day, and subtract an adjustment for withdrawals made that day. This adjustment equals the amount of the partial withdrawal:

o divided by the Certificate Value immediately before the withdrawal; and

o multiplied by the "greatest Anniversary Value" immediately before the withdrawal.

On each Certificate Anniversary, we compare the current Certificate Value to "greatest Anniversary Value", adjusted as described above. If the current Certificate Value exceeds the adjusted "greatest Anniversary Value", the current Certificate Value will become the new "greatest Anniversary Value". This new "greatest Anniversary Value" will be adjusted as described above during the following Certificate Year, if necessary. This process will continue until the Certificate Anniversary prior to the 81st birthday of the Covered Person. On this Certificate Anniversary, the greater of the current Certificate Value and the adjusted "greatest Anniversary Value" will become the new "greatest Anniversary Value". From that point on, the "greatest Anniversary Value" will not change unless subsequent purchase payments are made or withdrawals are taken, in which case the "greatest Anniversary Value" will be adjusted as described above.

When we receive due proof of the Covered Person's death, we will compare, as of the date of death, the Certificate Value and the DBA. If the Certificate Value was less than the DBA, we will increase the current Certificate Value by the amount of the difference. Note that while the amount of the difference is determined as of the date of death, that amount is not added to the Certificate Value until we receive due proof of death.

We allocate the amount credited, if any, to the Variable Account and/or the Fixed Account based on the purchase payment allocation selection in effect when we receive due proof of death. The Designated Beneficiary may, by the later of the 90th day after the Covered Person's death and the 60th day after we receive proof of the death, surrender the Certificate for the Certificate Value without incurring any applicable contingent deferred sales charge. If the Designated Beneficiary surrenders the Certificate after the applicable 90 or 60 day period or surrenders it at any time after the death of a non-Covered Person, we will deduct any applicable contingent deferred sales charge. If the Designated Beneficiary does not surrender the Certificate, it will continue for the time period specified above.

Payment of Benefits. Instead of receiving a lump sum, you or any Designated Beneficiary may direct us in writing to pay any benefit of $5,000 or more under an annuity payment option that meets the following:

o the first payment to the Designated Beneficiary must be made no later than one year after the date of death;

o payments must be made over the life of the Designated Beneficiary or over a period not extending beyond that person's life expectancy; and

o any payment option that provides for payments to continue after the death of the Designated Beneficiary will not allow the successor payee to extend the period of time during which the remaining payments are to be made.

Death of Certain Non-Certificate Owner Annuitant. These provisions apply if, while the Certificate is In Force, the Annuitant dies, the Annuitant is not the Certificate Owner or a joint Certificate Owner, and the Certificate Owner is a natural person. The Certificate will continue after the Annuitant's death. The new Annuitant will be any living contingent annuitant. If there is no contingent annuitant, you will be the new Annuitant. If the Annuitant dies before you and any joint Certificate Owner, then the Annuitant is the Covered Person and we will increase the Certificate Value, as provided below, if it is less than the DBA, as defined above.

When we receive due proof of the Annuitant's death, we will compare, as of the date of death, the Certificate Value and the DBA. If the Certificate Value is less than the DBA, we will increase the Certificate Value by the difference. Note that while the amount of the difference is determined as of the date of death, that amount is not added to the Certificate Value until we receive due proof of death.

We allocate the amount credited, if any, to the Variable Account and/or the Fixed Account based on the purchase payment allocation selection in effect when we receive due proof of death. You may surrender the Certificate within 90 days of the date of the Annuitant's death for the Certificate Value without incurring any applicable contingent deferred sales charge. If you surrender the Certificate after 90 days, we will deduct any applicable contingent deferred sales charge.

DEATH PROVISIONS FOR QUALIFIED CERTIFICATES

Death of Annuitant. If the Annuitant dies while the Certificate is In Force, the Designated Beneficiary will control the Certificate. We will increase the Certificate Value, as provided below, if it is less than the DBA as defined above. When we receive due proof of the Annuitant's death, we will compare, as of the date of death, the Certificate Value to the DBA. If the Certificate Value was less than the DBA, we will increase the current Certificate Value by the amount of the difference. Note that while the amount of the difference is determined as of the date of death, that amount is not added to the Certificate Value until we receive due proof of death.

We will allocate the amount credited, if any, to the Variable Account and/or the Fixed Account based on the purchase payment allocation selection in effect when we receive due proof of death. The Designated Beneficiary may, by the later of the 90th day after the Annuitant's death and the 60th day after we are notified of the death, surrender the Certificate for the Certificate Value without incurring any applicable contingent deferred sales charge. If the Designated Beneficiary surrenders the Certificate after the applicable 90 or 60 day period, we will deduct any applicable contingent deferred sales charge.

If the Designated Beneficiary does not surrender the Certificate, it may continue for the time period permitted by the Internal Revenue Code provisions applicable to the particular Qualified Plan. During this period, the Designated Beneficiary may exercise all ownership rights, including the right to make transfers or partial withdrawals or the right to totally surrender the Certificate for its Certificate Withdrawal Value. If the Certificate is still in effect at the end of the period, we will automatically end it then by paying the Certificate Withdrawal Value (without the deduction of any applicable contingent deferred sales charge) to the Designated Beneficiary. If the Designated Beneficiary is not alive then, we will pay any person(s) named by the Designated Beneficiary in writing; otherwise we will pay the Designated Beneficiary's estate.

Payment of Benefits. You or any Designated Beneficiary may direct us in writing to pay any benefit of $5,000 or more under an annuity payment option that meets the following:

o the first payment to the Designated Beneficiary must be made no later than one year after the date of death;

o payments must be made over the life of the Designated Beneficiary or over a period not extending beyond that person's life expectancy; and

o any payment option that provides for payments to continue after the death of the Designated Beneficiary will not allow the successor payee to extend the period of time over which the remaining payments are to be made.

CERTIFICATE OWNERSHIP

The Certificate Owner shall be the person designated in the application and you may exercise all the rights of the Certificate. Joint Certificate Owners are permitted. Contingent Certificate Owners are not permitted.

You may direct us in writing to change the Certificate Owner, primary beneficiary, contingent beneficiary or contingent annuitant. If the selection of a beneficiary or annuitant was designated "irrevocable", that selection may be changed only with that person's written consent.

Because a change of Certificate Owner by means of a gift may be a taxable event, you should consult a qualified tax professional as to the tax consequences resulting from such a transfer.

Any Qualified Certificate may have limitations on transfer of ownership. You should consult the plan administrator and a qualified tax professional as to the tax consequences resulting from such a transfer.

ASSIGNMENT

You may assign the Certificate at any time. You must file a copy of any assignment with us. Your rights and those of any revocably-named person will be subject to the assignment. A Qualified Certificate may have limitations on your ability to assign the Certificate.

Because an assignment may be a taxable event, you should consult a qualified tax professional as to the tax consequences resulting from any such assignment.

PARTIAL WITHDRAWALS AND SURRENDER

You may make partial withdrawals from the Certificate by notifying us in writing. The minimum withdrawal amount is $300. We may permit a lesser amount with the systematic withdrawal program. If the Certificate Value after a partial withdrawal would be below $2,500, we will treat the request as a withdrawal of only the amount over $2,500. The amount withdrawn will include any applicable contingent deferred sales charge and may be greater than the amount of the surrender check requested. Unless you specify otherwise, we will deduct the total amount withdrawn from all Sub-accounts of the Variable Account in the ratio that the value in each Sub-account bears to the total Variable Account Value. If there is no or insufficient value in the Variable Account, the amount surrendered, or the insufficient portion, will be deducted from the Fixed Account in the ratio that each Guarantee Period's value bears to the total Fixed Account Value.

You may totally surrender the Certificate by notifying us in writing. Surrendering the Certificate will end it. Upon surrender, you will receive the Certificate Withdrawal Value.

We will pay the amount of any surrender within seven days of receipt of your request. Alternatively, you may apply any surrender benefit of at least $5,000 to an annuity payment option for yourself. If the Certificate Owner is not a natural person, we must consent to the selection of an annuity payment option.

You may not make partial withdrawals or surrender annuity options based on life contingencies after annuity payments have begun. You may make partial withdrawals or surrender under Option A, described in "Annuity Options" below, which is not based on life contingencies, if you have selected a variable payout. Any partial withdrawal will reduce your future annuity payments.

Because of the potential tax consequences of a partial withdrawal or surrender, you should consult a qualified tax professional.

Participants under Qualified Plans as well as Certificate Owners, Annuitants, and Designated Beneficiaries are cautioned that you may not be able to take a partial withdrawal or surrender the Certificate under a Qualified Plan. You should seek competent advice concerning the terms and conditions of the particular Qualified Plan and use of the Certificate with that Plan.

ANNUITY PROVISIONS

Annuity Benefits

If the Annuitant is alive on the Income Date and the Certificate is In Force, we will begin payments to the Annuitant under the annuity option or options you have chosen. We determine the amount of the payments on the Income Date by applying to the Option you choose for your payments:

o your Certificate Value,

o increased or decreased by applying a limited market value adjustment of Fixed Account Value described in Appendix A,

o less any premium taxes not previously deducted, and

o less a pro rata portion of any applicable certificate maintenance charge that would be due on the next Certificate Anniversary.

From the payment amount determined in this way, we also subtract a portion of any applicable certificate maintenance charge, calculated as described in "Deductions for Certificate Maintenance Charge".

Annuity Option and Income Date

You may select an Annuity Option and Income Date at the time of application. If you do not select an Annuity Option, we automatically choose Option B. If you do not select an Income Date for the Annuitant, the Income Date will automatically be the earlier of:

o the later of the Annuitant's 90th birthday and the 10th Certificate Anniversary, or

o any maximum date permitted under state law.

You may continue to make purchase payments until you reach your Income Date.

Change in Annuity Option and Income Date

You may choose or change an Annuity Option or the Income Date by writing to us at least 30 days before the Income Date. However, any Income Date must be:

o	for fixed annuity options, not earlier than the first Certificate Anniversary, and
o	not later than the earlier of
	(i)	the later of the Annuitant's 90th birthday and the 10th Certificate Anniversary, or
	(ii)	any maximum date permitted under state law.

Annuity Options

The Annuity Options are:

Option A: Income for a Fixed Number of Years;

Option B: Life Income with 10 Years of Payments Guaranteed; and

Option C: Joint and Last Survivor Income.

You may arrange other options if we agree. Each option is available in two forms - as a variable annuity for use with the Variable Account and as a fixed annuity for use with our general account Fixed Account. Variable annuity payments will fluctuate. Fixed annuity payments will not fluctuate. We will determine the dollar amount of each fixed annuity payment by:

o	deducting from the Fixed Account Value, increased or decreased by a market value adjustment described in Appendix A, any premium taxes not previously deducted and any applicable certificate maintenance charge;
o	dividing the remainder by $1,000; and
o	multiplying the result by the greater of:
	(i)	the applicable factor shown in the appropriate table in the Certificate; and
	(ii)	the factor we currently offer at the time annuity payments begin. We may base this current factor on the sex of the payee unless we are prohibited by law from doing so.

If you do not select an Annuity Option, we will automatically apply Option B. Unless you choose otherwise, we will apply:

o Variable Account Value (less any premium taxes not previously deducted and less any applicable certificate maintenance charge) in its entirety to a variable annuity option, and

o Fixed Account Value, increased or decreased by a market value adjustment described in Appendix A less any premium taxes not previously deducted, to a fixed annuity option.

The same amount applied to a variable option and a fixed option will produce a different initial annuity payment and different subsequent payments.

The payee is the person who will receive the sum payable under a payment option. Any payment option that provides for payments to continue after the death of the payee will not allow the successor payee to extend the period of time over which the remaining payments are to be made.

If the amount available under any variable or fixed option is less than $5,000, we reserve the right to pay such amount in one sum to the payee in lieu of the payment otherwise provided for.

We will make annuity payments monthly unless you have requested in writing quarterly, semi-annual or annual payments. However, if any payment would be less than $100, we have the right to reduce the frequency of payments to a period that will result in each payment being at least $100.

Option A: Income For a Fixed Number of Years. We will pay periodic payments for a chosen number of years, not less than 5 nor over 50. You may choose a period of years over 30 only if it does not exceed the difference between age 100 and the Annuitant's age on the date of the first payment. We refer to Option A as Preferred Income Plan ("PIP"). At any time while we are making variable annuity payments, the payee may elect to receive the following amount:

o the present value of the remaining payments, commuted at the interest rate used to create the annuity factor for this option (for the variable annuity this interest rate is 6% per year (3% per year for Florida Certificates and 5% per year for Oregon and Texas Certificates), unless at the time you chose Option A you selected 3% per year in writing); less

o any contingent deferred sales charge due by treating the value defined above as a total surrender.

Instead of receiving a lump sum, the payee may elect another payment option and we will not reduce the amount applied to the option by the contingent deferred sales charge.

If, at the death of the payee, Option A payments have been made for fewer than the chosen number of years:

o we will continue payments during the remainder of the period to the successor payee; or

o the successor payee may elect to receive in a lump sum the then present value of the remaining payments, commuted at the interest rate used to create the annuity factor for this option. For the variable annuity, this interest rate is 6% per year (3% per year for Florida Certificates and 5% per year for Oregon and Texas Certificates), unless the payee chose 3% per year at the time the option was selected.

The mortality and expense risk charge is deducted during the Option A payment period if a variable payout has been selected, but we have no mortality risk during this period.

You may choose a "level monthly" payment option for variable payments under Option A. Under this option, we convert your annual payment into 12 equal monthly payments. Thus the monthly payment amount changes annually instead of monthly. We will determine each annual payment as described below in "Variable Annuity Payment Values", place each annual payment in our general account, and distribute it in 12 equal monthly payments. The sum of the 12 monthly payments will exceed the annual payment amount because of an interest rate factor we use, which will vary from year to year. If the payments are commuted, (1) we will use the commutation method described below for calculating the present value of remaining annual payments and (2) use the interest rate that determined the current 12 monthly payments to commute any unpaid monthly payments.

See "Annuity Payments" for the manner in which Option A may be taxed.

Option B: Life Income with 10 Years of Payments Guaranteed. We will pay periodic payments during the lifetime of the payee. If, at the death of the payee, payments have been made for fewer than 10 years:

o we will continue payments during the remainder of the period to the successor payee; or

o such successor payee may elect to receive in a lump sum the present value of the remaining payments, commuted at the interest rate used to create the annuity factor for this option. For the variable annuity, this interest rate is 6% per year (3% per year for Florida Certificates and 5% per year for Oregon and Texas Certificates), unless the payee had chosen 3% per year at the time the option was selected.

In the case of Options A and B, the present value of remaining payments referred to above will be based, for variable payments, on interest compounded annually at the current AIR or benchmark rate and on the assumption that each future payment is equal in amount to a payment determined using the applicable Sub-account annuity unit values for the Valuation Period which ends on the date of determination. For fixed annuity payments, the present value of the remaining fixed dollar payments will be based on interest compounded annually at the interest rate we used to create the annuity factor that was used in calculating the fixed payment amount.

The amount of the annuity payments will depend on the age of the payee on the Income Date and it may also depend on the payee's sex.

Option C: Joint and Last Survivor Income. We will pay periodic payments for as long as either the payee or a designated second natural person is alive. The amount of the annuity payments will depend on the age of both persons on the Income Date and it may also depend on each person's sex. It is possible under this option to receive only one annuity payment if both payees die after the receipt of the first payment, or to receive only two annuity payments if both payees die after receipt of the second payment, and so on.

Variable Annuity Payment Values

We determine the amount of the first variable annuity payment by multiplying the Certificate Value you are applying to variable annuity payments by the annuity purchase rate for the Annuity Option you have selected. The annuity purchase rates are based on an assumed annual investment return (AIR or benchmark rate) of 6% per year (3% per year for Florida Certificates and 5% per year for Oregon and Texas Certificates), unless you choose 3% in writing. (See below and "Variable Annuity Payment Values" in the Statement of Additional Information for more information on AIRs and how your initial variable payment is calculated.)

Subsequent variable annuity payments will fluctuate in amount and reflect whether the actual investment return of the selected Sub-account(s) (after deducting the mortality and expense risk charge) is better or worse than the assumed investment return. The total dollar amount of each variable annuity payment will be equal to:

o the sum of all Sub-account payments, less

o the pro-rata amount of the annual certificate maintenance charge.

Currently, there is no limit on the number of times or the frequency with which a payee may instruct us to change the Sub-account(s) used to determine the amount of the variable annuity payments.

If you apply the same amount to a particular payment option, a 5% or 6% AIR will result in a larger initial payment than will a 3% AIR. You should note, however, that, assuming the same investment performance, your subsequent payments using a 5% or 6% AIR will increase by a smaller percentage (when they increase) and decrease by a larger percentage (when they decrease) than will subsequent payments using a 3% AIR. Indeed, it is possible that after a sufficient period of time, payments determined using a 5% or 6% AIR may be lower than payments commencing at the same time using the same Sub-accounts but a 3% AIR. Note that if you select Option A (Income for a Fixed Number of Years) and payments continue for the entire period, the 5% or 6% AIR payment amount will start out being larger than the 3% AIR amount but eventually the 5% or 6% AIR payment amount will become less than the 3% AIR payment amount. Whether you would be better off choosing a higher or lower AIR depends on the annuity payment option you choose, the investment performance of the Sub-accounts you choose, and the period for which payments are received.

Proof of Age, Sex, and Survival of Annuitant

We may require proof of age, sex or survival of any payee upon whose age, sex or survival payments depend. If the age or sex has been misstated, we will compute the amount payable based on the correct age and sex. If income payments have begun, we will pay in full any underpayments with the next annuity payment and deduct any overpayments, unless repaid in one sum, from future annuity payments until we are repaid in full.

SUSPENSION OF PAYMENTS

We reserve the right to postpone surrender payments from the Fixed Account for up to six months. We also reserve the right to suspend or postpone any type of payment from the Variable Account for any period when:

o the New York Stock Exchange is closed other than customary weekend or holiday closings;

o trading on the Exchange is restricted;

o an emergency exists as a result of which it is not reasonably practicable to dispose of securities held in the Variable Account or determine their value; or

o the Securities and Exchange Commission permits delay for the protection of security holders.

The applicable rules and regulations of the Securities and Exchange Commission shall govern as to whether the latter two conditions described above exist.

TAX STATUS

Introduction

This section provides general information on the federal income tax consequences of ownership of a Certificate based upon our understanding of current federal tax laws and is not intended as tax advice. Actual federal tax consequences will vary depending on, among other things whether the Certificate is issued under a Qualified Plan and, the type of retirement plan under which your Certificate is issued. Also, legislation altering the current tax treatment of annuity contracts could be enacted in the future and could apply retroactively to Certificates that were purchased before the date of enactment. We make no attempt to consider any applicable federal estate, federal gift, state, or other tax laws. We also make no guarantee regarding the federal, state, or local tax status of any Certificate or any transaction involving any Certificate. You should consult a qualified tax professional for advice before purchasing a Certificate or executing any other transaction (such as a rollover, distribution, withdrawal or payment) involving a Certificate.

You may purchase a Certificate that is not issued under a Qualified Plan ("Non-Qualified Certificate") or a Certificate that is used under a Plan that is Qualified under the provisions of the Internal Revenue Code of 1986, as amended (the "Code") (a "Qualified Certificate"). The ultimate effect of federal income taxes on the Certificate Value, on annuity payments, and on the economic benefit to the Certificate Owner, Annuitant or Designated Beneficiary depends on the type of retirement plan for which you purchase the Certificate and upon the tax and employment status of the individual concerned.

Taxation of Annuities in General

For federal income tax purposes, purchase payments made under Non-Qualified Certificates are not deductible. Under certain circumstances, purchase payments made under Qualified Certificates may be excludible or deductible from taxable income. Any such amounts will also be excluded from the cost basis for purposes of determining the taxable portion of any distributions from a Qualified Certificate.

You should note that a qualified retirement plan generally provides tax deferral regardless of whether the plan invests in an annuity contract. For that reason, no decision to purchase a Qualified Certificate should be based on the assumption that the purchase of a Qualified Certificate is necessary to obtain tax deferral under a qualified plan.

Section 72 of the Code governs taxation of annuities in general. There are no income taxes on increases in the value of a Certificate until a distribution occurs, in the form of a full surrender, a partial withdrawal, an assignment or gift of the Certificate, or annuity payments. A trust or other entity owning a Non-Qualified Certificate, other than as an agent for an individual, is taxed differently; increases in the value of a Certificate are taxed yearly whether or not a distribution occurs.

Surrenders, Partial Withdrawals, Death Benefit Payments, Assignments and Gifts. If you fully surrender your Certificate, the portion of the surrender payment that exceeds your cost basis in the Certificate is subject to tax as ordinary income. For Non-Qualified Certificates, the cost basis is generally the amount of the purchase payments made for the Certificate. For Qualified Certificates, the cost basis is generally zero and the entire surrender payment is generally taxed as ordinary income. A Designated Beneficiary receiving a lump sum death benefit payment after your death or the death of the Annuitant is similarly taxed on the portion of the amount that exceeds your cost basis in the Certificate. If the Designated Beneficiary elects to receive annuity payments that begin within one year of the decedent's death, different tax rules apply. See "Annuity Payments" below. For Non-Qualified Certificates, the tax treatment applicable to Designated Beneficiaries may be contrasted with the tax treatment applicable to persons inheriting and then selling mutual fund shares who receive a "stepped-up" basis equal to the date-of-death value of their shares and therefore will pay no tax on the sale of their shares unless the sale price exceeds the date-of-death value.

Partial withdrawals received under Non-Qualified Certificates prior to annuitization are first included in gross income to the extent Certificate Value exceeds purchase payments. Then, to the extent the Certificate Value does not exceed purchase payments, such withdrawals are treated as a non-taxable return of principal to you. For partial withdrawals under a Qualified Certificate, a portion of each payment is treated as a non-taxable return of principal and the remaining amount is treated as taxable income. Since the cost basis of Qualified Certificates is generally zero, partial withdrawal amounts will generally be fully taxed as ordinary income.

If you assign or pledge a Non-Qualified Certificate, you will be subject to taxation under the rules applicable to partial withdrawals or surrenders. If you give away your Certificate to anyone other than your spouse, you are treated for income tax purposes as if you had fully surrendered the Certificate. If the transfer is to a charity, you may be allowed a deduction for some or all of the value of the Certificate transferred.

A special computational rule applies if we issue to you, during any calendar year, two or more Certificates, or one or more Certificates and one or more of our other annuity contracts. Under this rule, all of the contracts will be treated as one contract. We believe this means that the amount of any distribution under any one Certificate will be includable in gross income to the extent that at the time of distribution the sum of the values for all the Certificates or contracts exceeds the sum of each contract's cost basis.

Annuity Payments. We determine the non-taxable portion of each variable annuity payment by dividing the cost basis of your values allocated to Variable Account Value by the total number of expected payments. We determine the non-taxable portion of each fixed annuity payment with an "exclusion ratio" formula which establishes the ratio that the cost basis of your values allocated to Fixed Account Value bears to the total expected value of annuity payments for the term of the annuity. The remaining portion of each payment is taxable. Such taxable portion is taxed at ordinary income rates. For Qualified Certificates, the cost basis is generally zero.

With annuity payments based on life contingencies, the payments will become fully taxable once the payee lives longer than the life expectancy used to calculate the non-taxable portion of the prior payments, if any. Because variable annuity payments can increase over time and because certain payment options provide for a lump sum right of commutation, it is possible that the IRS could determine that variable annuity payments should not be taxed as described above but instead should be taxed as if they were received under an agreement to pay interest. This determination would result in a higher amount (up to 100%) of certain payments being taxable.

With respect to the "level monthly" payment option available under Annuity Option A, pursuant to which each annual payment is placed in our general account and paid out with interest in twelve equal monthly payments, it is possible the IRS could determine that receipt of the first monthly payout of each annual payment is constructive receipt of the entire annual payment. Thus, the total taxable amount for each annual payment would be accelerated to the time of the first monthly payout and reported in the tax year in which the first monthly payout is received. This acceleration would affect you if your first monthly payment for each year is received in a month other than January since those of your 12 monthly payments that are actually received in the next tax year would be treated as being constructively received (and taxable) in the current tax year.

The Code does not specifically address partial withdrawals after annuity payments have begun. Based on a private letter ruling issued by the IRS in 2000, it is our intention to report as taxable income the portion of any partial withdrawal from variable Annuity Option A that does not exceed immediately before the partial withdrawal the present value of remaining payments less the Certificate's remaining cost basis. Under this approach, a partial withdrawal of $10,000 when the present value is $150,000 and the remaining cost basis is $145,000 would result in taxable income of $5,000 being reported. Since private letter rulings do not bind the IRS, the IRS could take the position that the Code requires the full amount of the partial withdrawal ($10,000 in the example) to be treated as taxable income. Under either approach to determining the taxable income associated with a partial withdrawal, some taxpayers, such as those under age 59 1/2, could be subject to additional tax penalties. Because of the potential for adverse tax results as described above, you should carefully consider, prior to making a partial withdrawal, your need for funds from the Certificate and the tax implications. You should also consult a qualified tax professional prior to making a partial withdrawal.

Penalty Tax. Payments received by you, Annuitants, and Designated Beneficiaries under Certificates may be subject to both ordinary income taxes and a penalty tax equal to 10% of the amount received that is includable in income. The penalty tax is not imposed on the following amounts received for Non-Qualified Certificates:

o after the taxpayer attains age 59-1/2;

o in a series of substantially equal periodic payments made for life or life expectancy;

o after the death of the Certificate Owner (or, where the Certificate Owner is not a human being, after the death of the primary Annuitant, as defined in the Code);

o if the taxpayer becomes totally and permanently disabled; or

o under a Non-Qualified immediate annuity contract that provides for a series of substantially equal periodic payments; provided that only one purchase payment is made to the Certificate, that the Certificate is not issued as a result of a Section 1035 exchange, and that the first annuity payment begins in the first Certificate Year.

Similar exceptions to the 10% penalty tax apply to distributions from Qualified Certificates.

Income Tax Withholding. We are required to withhold federal income taxes on taxable amounts paid under Certificates unless the recipient elects not to have withholding apply. We will notify recipients of their right to elect not to have withholding apply. See "Tax-Sheltered Annuities" (TSAs) for an alternative type of withholding that may apply to distributions from TSAs that are eligible for rollover to another TSA, an individual retirement annuity or account (IRA), a qualified trust or an eligible deferred compensation plan of a state or local government.

Section 1035 Exchanges. You may purchase a Non-Qualified Certificate with proceeds from the surrender of an existing annuity contract. Such a transaction may qualify as a tax-free exchange pursuant to Section 1035 of the Code. It is our understanding that in such an event:

o	the new Certificate will be subject to the distribution-at-death rules described in "Death Provisions for Non-Qualified Certificates";
o	purchase payments made between August 14, 1982 and January 18, 1985 and the income allocable to them will, following an exchange, no longer be covered by a "grandfathered" exception to the penalty tax for a distribution of income that is allocable to an investment made over ten years prior to the distribution; and
o	purchase payments made before August 14, 1982 and the income allocable to them will, following an exchange, continue to receive the following "grandfathered" tax treatment under prior law:
	(i)	the penalty tax does not apply to any distribution;
	(ii)	partial withdrawals are treated first as a non-taxable return of principal and then a taxable return of income; and
	(iii)	assignments are not treated as surrenders subject to taxation.

Diversification Standards. The U.S. Secretary of the Treasury has issued regulations that set standards for diversification of the investments underlying variable annuity contracts (other than pension plan contracts). The Eligible Funds intend to meet the diversification requirements for the Certificate, as those requirements may change from time to time. If the diversification requirements are not satisfied, the Certificate will not be treated as an annuity contract. As a consequence, income earned on a Certificate would be taxable to you as ordinary income in the year in which diversification requirements were not satisfied, including previously non-taxable income earned in prior years.

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The IRS has stated that satisfaction of the diversification requirements described above by itself does not prevent a contract owner from being treated as the owner of separate account assets under an "owner control" test. If a contract owner is treated as the owner of separate account assets for tax purposes, the contract owner would be subject to taxation on the income and gains from the separate account assets. In published revenue rulings through 1982 and then again in 2003, the IRS has stated that a variable contract owner will be considered the owner of separate account assets if the owner possesses incidents of such as the ability to exercise control over the investment of the assets. In Revenue Ruling 2003-91, the IRS considered certain variable annuity and variable life insurance contracts and concluded that the owners of the variable contracts would not be considered the owners of the contracts' underlying assets for federal income tax purposes.

Revenue Ruling 2003-91 states that the determination of whether the owner of a variable contract possesses sufficient incidents of ownership over the assets underlying the variable contract so as to be deemed the owner of those assets for federal income tax purposes will depend on all the facts and circumstances. We do not believe that the differences between the Certificate and the contracts described in Revenue Ruling 2003-91 should prevent the holding in Revenue Ruling 2003-91 from applying. Nevertheless, you should consult with a qualified tax professional on the potential impact of the investor control rules of the IRS as they relate to the investment decisions and activities you may undertake with respect to the Certificate. In addition, the IRS and/or the Treasury Department may issue new rulings, interpretations or regulations on this subject in the future. Accordingly, we have reserved certain rights to alter the Certificates and investment alternatives to attempt to prevent you from being considered the owner, for tax purposes, of the underlying assets. However, you bear the risk that you may be treated as the owner of Separate Account assets and taxed accordingly.

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Qualified Plans

The Certificate is for use with several types of Qualified Plans. Under the Code, Qualified Plans generally enjoy tax-deferred accumulation of amounts invested in the plan. Therefore, in considering whether or not to purchase a Certificate in Qualified Plan, you should only consider the Certificate's other features, including the availability of lifetime annuity payments and death benefit protection.

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The tax rules applicable to participants in such Qualified Plans vary according to the type of plan and the terms and conditions of the plan itself. Therefore, we do not attempt to provide more than general information about the use of the Certificate with the various types of Qualified Plans. Participants under such Qualified Plans as well as Certificate Owners, Annuitants, and Designated Beneficiaries are cautioned that the rights of any person to any benefits under such Qualified Plans may be subject to the terms and conditions of the plans themselves regardless of the terms and conditions of the Certificate issued in connection therewith. Following are brief descriptions of the various types of Qualified Plans and of the use of the Certificate in connection with them, and, for Tax-Sheltered Annuities and traditional Individual Retirement Annuities, required minimum distribution requirements. Purchasers of the Certificate should seek competent advice concerning the terms and conditions of the particular Qualified Plan and use of the Certificate with that Plan.

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Tax-Sheltered Annuities

Section 403(b) of the Code permits public school employees and employees of certain types of charitable, educational and scientific organizations specified in Section 501(c)(3) of the Code to purchase annuity contracts and, subject to certain contribution limitations, excludes the amount of purchase payments from gross income for tax purposes. However, such purchase payments may be subject to Social Security (FICA) taxes. This type of annuity contract is commonly referred to as a "Tax-Sheltered Annuity" (TSA).

Section 403(b)(11) of the Code contains distribution restrictions. Specifically, distributions attributable to contributions made pursuant to a salary reduction agreement may be paid, through surrender of the Certificate or otherwise, only:

o when the employee attains age 59-1/2, has a severance from employment, dies or becomes totally and permanently disabled (within the meaning of Section 72(m)(7) of the Code); or

o in the case of hardship. A hardship distribution must be of contributions only and not of any income attributable to such contributions.

Even though a distribution may be permitted under these rules, it may be subject, in addition to income tax, to the 10% penalty tax as a premature distribution.

Section 403(b)(11) does not apply to distributions attributable to assets held as of December 31, 1988. Thus, it appears that the law's restrictions would apply only to distributions attributable to contributions made after 1988, to earnings on those contributions, and to earnings on amounts held as of 12/31/88. The Internal Revenue Service has indicated that the distribution restrictions of Section 403(b)(11) are not applicable when TSA funds are being transferred tax-free directly to another TSA issuer, provided the transferred funds continue to be subject to the Section 403(b)(11) distribution restrictions.

If you have requested a distribution from a Certificate, we will notify you if all or part of such distribution is eligible for rollover to another Eligible Retirement Plan. Any amount eligible for rollover treatment will be subject to mandatory federal income tax withholding at a 20% rate unless you direct us in writing to transfer the amount as a direct rollover to another Eligible Retirement Plan. The term "Eligible Retirement Plan" means an individual retirement account under Section 408(a), an individual retirement annuity under Section 408(b), a pension or profit sharing plan under Section 401(a), an annuity plan under Section 403(a), a tax-sheltered annuity under Section 403(b), or an eligible deferred compensation plan of a state or local government under Section 457(b).

Under the terms of a particular Section 403(b) plan, the participant may be entitled to transfer all or a portion of the Certificate Value to one or more alternative funding options. Participants should consult the documents governing their plan and the person who administers the plan for information as to such investment alternatives.

Individual Retirement Annuities

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Sections 408(b) and 408A of the Code permit eligible individuals to contribute to an individual retirement program known as a traditional "Individual Retirement Annuity" and "Roth IRA", respectively. These traditional individual retirement annuities and Roth IRAs are subject to limitations on the amount which may be contributed, the persons who may be eligible to contribute, and on the time when distributions may commence. In addition, distributions from certain types of Qualified Plans may be placed on a tax-deferred basis into a Section 408(b) Individual Retirement Annuity.

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Corporate Pension and Profit-Sharing Plans

Sections 401(a) and 403(a) of the Code permit corporate employers to establish various types of retirement plans for employees. Such retirement plans may permit the purchase of the Certificate to provide benefits under the plans.

Deferred Compensation Plans With Respect to Service for State and Local Governments

Section 457 of the Code, while not actually providing for a Qualified Plan as that term is normally used, provides for certain deferred compensation plans that enjoy special income tax treatment with respect to service for tax-exempt organizations, state governments, local governments, and agencies and instrumentalities of such governments. The Certificate can be used with such plans. Under such plans, a participant may specify the form of investment in which his or her participation will be made. However, with respect to plans established by tax-exempt organizations, all such investments are owned by and subject to the claims of general creditors of the sponsoring employer.

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Required Minimum Distribution Requirements for Tax-Sheltered Annuities and Traditional Individual Retirement Annuities

If your Certificate is a traditional Individual Retirement Annuity or a 403(b) TSA annuity, it is subject to certain required minimum distribution (RMD) requirements imposed by the Internal Revenue Code and IRS regulations. Under the RMD rules, distributions must begin no later than April 1 of the calendar year following the year in which you attain age 70 1/2 or, for non-IRAs, the date of retirement instead of age 70 1/2 if it is later. The RMD amount for a distribution calendar year is generally calculated by dividing the account balance as of 12/31 of the prior calendar year by the applicable distribution factor set forth in a Uniform Lifetime Table in the IRS regulations. For Certificates issued in connection with traditional Individual Retirement Accounts, you should contact the Account's trustee or custodian about RMD requirements since we only provide the trustee or custodian with the Certificate's value (including any actuarial present value of additional benefits discussed below) so that it can be used in the Account's RMD calculations.

Effective with the 2006 distribution calendar year, the actuarial present value of any additional benefits that are provided under your Certificate (such as death and living benefits) will be added to the Certificate's 12/31 account balance in order to calculate the RMD amount. The actuarial present value will also be determined as of 12/31 of the prior calendar year. There are two exceptions to the requirement that the actuarial present value of an additional benefit must be added to the account balance for RMD calculation purposes. First, if the only additional benefit provided under a Certificate is a return of premium death benefit (i.e., a benefit under which the final payment does not exceed the amount of purchase payments made less prior distributions), then the additional benefit is disregarded and the RMD calculation uses only the 12/31 account balance. Second, if (1) the Certificate provides only for additional benefits that are each reduced on a proportional basis in the event of distributions, with or without a return of premium death benefit that is not reduced in amount proportionately in the event of distributions and (2) the actuarial present value of all the Certificate's additional benefits is no more than 20% of the 12/31 account value, then the additional benefits are disregarded and the RMD calculation uses only the 12/31 account balance. When we notify you of the RMD amount for a distribution calendar year, we will inform you if the calculation included the actuarial present value of additional benefits. Because of the above requirements, a death benefit and/or living benefit in your Certificate could cause your RMD amount to be higher than it would be without such a benefit.

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Annuity Purchases by Nonresident Aliens

The discussion above provides general information regarding federal income tax consequences to annuity purchasers who are U.S. citizens or resident aliens. Purchasers who are not U.S. citizens or are resident aliens will generally be subject to U.S. federal income tax and withholding on the income portion of annuity distributions at a 30% rate, unless a lower rate applies in a U.S. treaty with the purchaser's country. In addition, purchasers may be subject to state premium tax, other state and/or municipal taxes, and taxes that may be imposed by the purchaser's country of citizenship or residence. Prospective purchasers are advised to consult with a qualified tax professional regarding U.S., state, and foreign taxation with respect to an annuity purchase.

VARIABLE ACCOUNT VOTING PRIVILEGES

In accordance with our view of present applicable law, we will vote the shares of the Eligible Funds held in the Variable Account at regular and special meetings of the shareholders of the Eligible Funds in accordance with instructions received from persons having the voting interest in the Variable Account. We will vote shares for which we have not received instructions in the same proportion as we vote shares for which we have received instructions.

However, if the Investment Company Act of 1940 or any regulation thereunder should be amended or if the present interpretation should change, and as a result we determine that we are permitted to vote the shares of the Eligible Funds in our own right, we may elect to do so.

You have the voting interest under a Certificate prior to the Income Date. The number of shares held in each Sub-account that are attributable to you is determined by dividing your Variable Account Value in each Sub-account by the net asset value of the applicable share of the Eligible Fund. The payee has the voting interest after the Income Date under an annuity payment option. The number of shares held in the Variable Account which are attributable to each payee is determined by dividing the reserve for the annuity payments by the net asset value of one share. During the annuity payment period, the votes attributable to a payee decrease as the reserves underlying the payments decrease.

We will determine the number of shares in which a person has a voting interest as of the date established by the respective Eligible Fund for determining shareholders eligible to vote at the meeting of the Eligible Fund. We will solicit voting instructions in writing prior to such meeting in accordance with the procedures established by the Eligible Fund.

Each person having a voting interest in the Variable Account will receive periodic reports relating to the Eligible Fund(s) in which he or she has an interest, proxy material and a form with which to give such voting instructions.

SALES OF THE CERTIFICATES

Certificates are sold by licensed insurance agents ("the Selling Agents") in those states where the Certificates may be lawfully sold. Such Selling Agents will be registered representatives of affiliated and unaffiliated broker-dealer firms ("the Selling Broker-Dealers") registered under the Securities Exchange Act of 1934 who are members of the National Association of Securities Dealers, Inc. and who have entered into selling agreements with Sun Life (U.S.) and the principal underwriter, Clarendon Insurance Agency, Inc. ("Clarendon"), One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481. Clarendon, our wholly-owned subsidiary, is registered with the SEC under the Securities Exchange Act of 1934 as a broker-dealer and is a member of the National Association of Securities Dealers, Inc.

Sun Life (U.S.) (or its affiliates) pays the Selling Broker-Dealers compensation for the promotion and sale of the Certificate. The Selling Agents who solicit sales of the Certificate typically receive a portion of the compensation paid by us to the Selling Broker-Dealers in the form of commissions or other compensation, depending on the agreement between the Selling Broker-Dealer and their Selling Agent. This compensation is not paid directly by the Certificate Owner or the separate account. We intend to recoup this compensation through fees and charges imposed under the Certificate, and from profits on payments we receive for providing administrative, marketing, and other support and services to the Funds.

The amount and timing of commissions we may pay to Selling Broker-Dealers may vary depending on the selling agreement but it not expected to be more than 6.00% of purchase payments, and 0.25% annually, based on the Certificate Value of those payments. We may pay or allow other promotional incentives or payments in the form of cash or other compensation to the extent permitted by NASD rules and other applicable laws and regulations.

We also pay compensation to wholesaling broker-dealers, including payments to our affiliates, in return for wholesaling services such as providing marketing and sales support and product training to the Selling Agents of the Selling Broker-Dealers. These payments may be based on a percentage of purchase payments and/or a percentage of Certificate Value.

You should ask your Selling Agent for further information about what commissions or other compensation he or she, or the Selling-Broker-Dealer for which he or she works, may receive in connection with your purchase of a Certificate.

We may sell Certificates with lower or no dealer compensation (1) to a person who is an officer, director, or employee of ours or an affiliate of ours or (2) to any Qualified Plan established for such a person. Such Certificates may be different from the Certificates sold to others in that (1) they are not subject to the deduction for the certificate maintenance charge, the asset-based distribution charge or the contingent deferred sales charge and (2) they have a mortality and expense risk charge of 0.35% per year.

We may sell Certificates with lower or no dealer compensation as part of an exchange program for other fixed ("Old FA") and variable ("Old VA") annuity contracts we previously issued. A Certificate issued in exchange for an Old VA that has a contingent deferred sales charge provision will be issued with an exchange endorsement. One effect of the endorsement is that we will not assess a contingent deferred sales charge under the Old VA at the time of the exchange. We will calculate any contingent deferred sales charge assessed under the Certificate in relation to the initial purchase payment (i.e., the amount exchanged) based on the actual time of each purchase payment under the Old VA. The endorsement also provides that we will not refund the amount described in "Right to Revoke" if the Certificate is returned. Instead, we will return the Old VA to the owner and treat it as if no exchange had occurred.

Additionally, under an exchange program from an Old FA, we may offer to credit the initial purchase payment upon receipt with additional interest equal to 3% of the purchase payment. Interest credited represents an allowance for future deductions of the mortality and expense risk charge consistent with anticipated cost savings. Such interest will be allocated on a pro-rata basis to the Sub-accounts you select. You should consult a qualified tax professional on the tax consequences of receiving this additional interest. Please see "Right to Revoke" provision for information on the amount you would receive if you exercise that right.

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Commissions may be waived or reduced in connection with certain transactions described in this prospectus. During 2002, 2003, and 2004, approximately $602,789, $304,294, and $388,806, respectively, in commissions were paid to but not retained by Clarendon in connection with the distribution of the Certificates.

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LEGAL PROCEEDINGS

There are no legal proceedings to which the Variable Account or the Principal Underwriter are a party. We are engaged in various kinds of routine litigation which, in our judgment, is not of material importance in relation to our total capital and surplus.

INQUIRIES BY CERTIFICATE OWNERS

You may write us with questions about your Certificate to Sun Life Assurance Company of Canada (U.S.), Client Service Department, P.O Box 9133, Wellesley Hills, MA 02481, or call (800) 367-3653.

TABLE OF CONTENTS--STATEMENT OF ADDITIONAL INFORMATION

	Page
Sun Life Assurance Company of Canada (U.S.)	2
Variable Annuity Benefits	2
Variable Annuity Payment Values	2
Re-Allocating Sub-account Payments	3
Safekeeping of Assets	3
Principal Underwriter	3
Independent Registered Public Accounting Firm	3
Investment Performance	4
Average Annual Total Return for a Certificate that is Surrendered	4
Change in Accumulation Unit Value	6
Yield for Liberty Money Market Sub-account	7
Financial Statements	8
Keyport Variable Account A	9
Sun Life Assurance Company of Canada (U.S.)	84

APPENDIX A

THE FIXED ACCOUNT (ALSO KNOWN AS THE MODIFIED GUARANTEED ANNUITY ACCOUNT)

Introduction

This appendix describes the Fixed Account option available under the Certificate.

Fixed Account Values are subject to a market value adjustment. The adjustment may result in an increase or decrease in amounts transferred and amounts paid to you or other payees (including withdrawals, surrenders, death benefits, and amounts applied to purchase annuity payments). However, a market value adjustment will not reduce the interest rate applied to amounts you allocate to a Guarantee Period to less than 3% per year. Payments made from Fixed Account Values at the end of a Guarantee Period are not subject to the market value adjustment.

Any purchase payments you allocate to the Fixed Account option become part of our general account. Because of provisions in the securities laws, our general account, including the Fixed Account, is not subject to regulation under the Securities Act of 1933 or the Investment Company Act of 1940. The Securities and Exchange Commission has not reviewed the disclosure in the prospectus relating to the general account and the Fixed Account option.

Investments in the Fixed Account

We will allocate purchase payments to the Fixed Account according to your selection in the application. Your selection must specify the percentage of the purchase payment you want to allocate to each Guarantee Period. The percentage, if not zero, must be at least 5%. You may change the allocation percentages without any charges. You must make allocation changes in writing unless you have, in writing, authorized us to accept telephone allocation instructions. By authorizing us to accept telephone changes, you are agreeing to the conditions and procedures we establish from time to time. The current conditions and procedures are in Appendix B. We will notify you in advance of any changes.

Each Guarantee Period currently offered is available for initial and subsequent purchase payments and for transfers of Certificate Value. We currently offer Guarantee Periods of up to 7 years. We also currently offer a Guarantee Period of 1 year, which is only for use with the Dollar Cost Averaging Program. We may change at any time the number and/or length of Guarantee Periods we offer. You or your salesperson should call 1-800-426-3750 for information on the Guarantee Periods that are currently offered. If we no longer offer a particular Guarantee Period, the existing Fixed Account Value in that Guarantee Period will remain until the end of the period. At that time, you must select a different Guarantee Period.

Capital Protection Plus

We offer a capital protection plus program. Under this program, we allocate part of your purchase payment to the Guarantee Period you select. Currently, you may select the 7-year Guarantee Period. Based on the length of the period and the period's interest rate, we determine how much of your purchase payment must be allocated to the Guarantee Period so that, at the end of the Guarantee Period, the allocated amount plus interest will be equal to your total purchase payment. We will allocate the rest of your purchase payment to the Sub-account(s) of the Variable Account based on your allocation instructions. If you surrender or transfer any part of the Fixed Account Value before the end of the guarantee period, the value at the end of that period will not equal your original purchase payment amount.

For example, assume you choose the 7-year Guarantee Period and we receive your purchase payment of $10,000 when the interest rate for the Guarantee Period is 6.75% per year. We will allocate $6,331 to that Guarantee Period, because $6,331 will increase at that interest rate to $10,000 after seven years. The remaining $3,669 of the payment will be allocated to the Sub-account(s) you selected.

Fixed Account Value

Fixed Account Value is equal to:

o all purchase payments allocated or amounts transferred to the Fixed Account plus the interest credited on those payments or amounts transferred; less

o any prior partial withdrawals or transfers from the Fixed Account, including any applicable charges.

Interest Credits

We credit interest daily. The interest we credit is based on an annual compound interest rate. It is credited to purchase payments allocated to the Fixed Account at rates we declare for Guarantee Periods of one or more years from the month and day of allocation. Any rate we set will be at least 3% per year.

Our interest crediting method may result in each of your Guarantee Periods being subject to different rates. For purposes of this section, we treat Variable Account Value transferred to the Fixed Account and Fixed Account Value renewed for or transferred to another Guarantee Period as a purchase payment allocation.

Application of Market Value Adjustment

No market value adjustment applies to Guarantee Periods of fewer than three years.

A market value adjustment applies to any Fixed Account Value surrendered, withdrawn, transferred, or applied to an Annuity Option from a Guarantee Period of three years or more, unless:

o the transaction occurs at the end of the Guarantee Period, or

o the Certificate is surrendered within 90 days of the date of death of the first Covered Person to die.

We apply the market value adjustment before we deduct any applicable contingent deferred sales charges or taxes.

If a market value adjustment applies to a surrender or the application to an Annuity Option, we will add or deduct any positive or negative market value adjustment amount, respectively, to your Certificate Value.

If a market value adjustment applies to either a partial withdrawal or a transfer, we will add or deduct any positive or negative market value adjustment, respectively, to the partial withdrawal or transfer amount after we have deducted the requested withdrawal or transfer amount from the Fixed Account Value. This means that the net amount may be more or less than the amount requested.

Effect of Market Value Adjustment

A market value adjustment reflects the change in prevailing current interest rates since the beginning of a Guarantee Period. The market value adjustment may be positive or negative. Any negative adjustment may be limited in amount (see "Market Value Adjustment Factor" below).

Generally, if the treasury rate (see "Treasury Rates" below) for your Guarantee Period is lower than the treasury rate for a new Guarantee Period with a length equal to the time remaining in your Guarantee Period, the market value adjustment will result in a reduction of the amount surrendered, withdrawn, transferred, or applied to an Annuity Option.

On the other hand, if the treasury rate for your Guarantee Period is higher than the treasury rate for a new Guarantee Period with a length equal to the time remaining in your Guarantee Period, then the market value adjustment will result in an increase in the amount surrendered, withdrawn, transferred, or applied to an Annuity Option.

Market Value Adjustment Factor

We compute the market value adjustment for each of your Guarantee Periods by multiplying the applicable amount surrendered, withdrawn, transferred, or applied to an Annuity Option, by the market value adjustment factor. The market value adjustment factor is calculated as the larger of formulas (a) and (b):

(a) (1+a)/(1+b)^(n/12)-1

where:

"a" is the treasury rate for the initial number of years in your Guarantee Period;

"b" is the treasury rate for a period equal to the time remaining (rounded up to the next whole number of 12-month periods) to the expiration of your Guarantee Period; and

"n" is the number of complete Guarantee Period Months remaining before the expiration of your Guarantee Period.

(b) (1.03)/(1+i)^(y+d/#)-1

where:

"i"	is the guaranteed interest rate for your Guarantee Period;
"y"	is the number of complete 12-month periods that have elapsed in your guarantee period;
"d"	is the number of calendar days since the end of the last complete 12-month period in your Guarantee Period or, if "y" is zero, the number of calendar days since the start of your Guarantee Period; and
"#"	is the number of calendar days in the current 12-month period of your Guarantee Period, which is generally 365 days.

As stated above, the formula (b) amount will apply only if it is greater than the formula (a) amount. This will occur only when the formula (a) amount is negative and the formula (b) amount is a smaller negative number. Under these conditions, formula a's full (normal) negative market value adjustment will be limited to the extent that adjustment would decrease your Guarantee Period's Fixed Account Value below the following amount:

(i)	the amount allocated to your Guarantee Period; less
(ii)	any prior systematic or partial withdrawal amounts and amounts transferred; less
(iii)	interest on the above items (i) and (ii) credited annually at a rate of 3% per year.

Treasury Rates

The treasury rate for a Guarantee Period is the interest rate in the Treasury Constant Maturity Series, as published by the Federal Reserve Board, for a maturity equal to the number of years specified in "a" and "b" in formula (a) above. Weekly series are published at the beginning of the following week. The Determination Dates are the last business day before the first and fifteenth of each calendar month.

To determine the "a" treasury rate, we use the weekly series first published on or after the most recent Determination Date that occurs on or before the Start Date for the Guarantee Period. If the Start Date is the same as the Determination Date or the date of publication, or any date in between, we instead use the weekly series first published after the prior Determination Date. To determine the "b" treasury rate, we use the weekly series first published on or after the most recent Determination Date which occurs on or before the date on which the market value adjustment factor is calculated. If the calculation date is the same as the Determination Date or the date of publication, or any date in between, we will instead use the weekly series first published after the prior Determination Date.

If the number of years and/or 12-month periods specified in "a" or "b" is not equal to a maturity in the Treasury Constant Maturity Series, we determine the treasury rate by straight line interpolation between the interest rates of the next highest and next lowest maturities.

If the Treasury Constant Maturity Series becomes unavailable, we will adopt a comparable constant maturity index. If such a comparable index is not available, we will replicate calculation of the Treasury Constant Maturity Series Index based on U.S. Treasury Security coupon rates.

End of a Guarantee Period

We will notify you in writing at least 30 days prior to the end of each of your Guarantee Periods. At the end of your Guarantee Period, we will automatically transfer your Guarantee Period's Fixed Account Value to the Liberty Money Market Sub-account unless we have received:

o your election of a new Guarantee Period from among those we offer at that time; or

o your instructions to transfer the ending Fixed Account Value to one or more Sub-accounts of the Variable Account.

You may not elect a new Guarantee Period longer than the number of years remaining until the Income Date.

Transfers of Fixed Account Value

You may transfer Fixed Account Value from one of your Guarantee Periods to another or to one or more Sub-accounts of the Variable Account subject to any applicable market value adjustment. If the Fixed Account Value represents multiple Guarantee Periods, your transfer request must specify from which values you want the transfer made.

The Certificate allows us to limit the number of transfers you may make in a specified time period. Currently, we generally limit Variable Account and Fixed Account transfers to one transfer every 30 days with a $2,000,000 per transfer dollar limit. See "Transfer of Variable Account Value" and "Limitations on Transfers". These limitations will not apply to any transfer made at the end of a Guarantee Period. We will notify you prior to changing the current limitations.

You must request transfers in writing unless you have authorized us in writing to accept telephone transfer instructions from you or from a person acting on your behalf as an attorney-in-fact under a power of attorney. By authorizing us to accept telephone transfer instructions, you agree to the conditions and procedures we establish from time to time. The current conditions and procedures are in Appendix B. If you have authorized telephone transfers, you will be notified in advance of any changes. A person acting on your behalf as an attorney-in-fact under a power of attorney may request transfers in writing.

If we receive your transfer requests before 4:00 P.M. Eastern Time, which is the close of trading on the New York Stock Exchange, we will execute them at the close of business that day. Any requests we receive later, we will execute at the close of the next business day.

If you transfer 100% of a Guarantee Period's value and your current allocation for purchase payments includes that Guarantee Period, we will automatically change the allocation formula for future purchase payments unless you instruct otherwise. For example, if the allocation formula is 50% to the one-year Guarantee Period and 50% to Sub-account A and you transfer all Fixed Account Value to Sub-account A, we will change the allocation formula to 100% to Sub-account A.

APPENDIX B

TELEPHONE INSTRUCTIONS

Telephone Transfers of Certificate Values

1. If there are Joint Certificate Owners, both must authorize us to accept telephone instructions but either Certificate Owner may give us telephone instructions.

2. All callers must identify themselves. We reserve the right to refuse to act upon any telephone instructions in cases where the caller has not sufficiently identified himself/herself to our satisfaction.

3. Neither we nor any person acting on our behalf shall be subject to any claim, loss, liability, cost or expense if we or such person acted in good faith upon a telephone instruction, including one that is unauthorized or fraudulent. However, we will employ reasonable procedures to confirm that a telephone instruction is genuine and, if we do not, we may be liable for losses due to an unauthorized or fraudulent instruction. You thus bear the risk that an unauthorized or fraudulent instruction we execute may cause your Certificate Value to be lower than it would be had we not executed the instruction.

4. We record all conversations with disclosure at the time of the call.

5. The application for the Certificate may allow you to create a power of attorney by authorizing another person to give telephone instructions. Unless prohibited by state law, we will treat such power as durable in nature and it shall not be affected by your subsequent incapacity, disability or incompetency. Either we or the authorized person may cease to honor the power by sending written notice to you at your last known address. Neither we nor any person acting on our behalf shall be subject to liability for any act executed in good faith reliance upon a power of attorney.

6. Telephone authorization shall continue in force until:

o we receive your written revocation,

o we discontinue the privilege, or

o we receive written evidence that you have entered into a market timing or asset allocation agreement with an investment adviser or with a broker/dealer.

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7. If we receive telephone transfer instructions at 800-367-3653 before the 4:00 P.M. Eastern Time close of trading on the New York Stock Exchange, they will be initiated that day based on the unit value prices calculated at the close of that day

8. You must make all transfers in accordance with the terms of the Certificate and current prospectus. If your transfer instructions are not in good order, we will not execute the transfer and will notify the caller within 48 hours.

9. If you transfer 100% of any Sub-account's value and the allocation formula for purchase payments includes that Sub-account, then we will change the allocation formula for future purchase payments accordingly unless we receive telephone instructions to the contrary. For example, if the allocation formula is 50% to Sub-account A and 50% to Sub-account B and you transfer all of Sub-account A's value to Sub-account B, we will change the allocation formula to 100% to Sub-account B unless you instruct us otherwise.

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Telephone Changes to Purchase Payment Allocation Percentages

Numbers 1-6 above are applicable.

Distributed by:

Clarendon Insurance Agency, Inc.

One Sun Life Executive Park

Wellesley Hills, MA 02481

Issued by:

Sun Life Assurance Company of Canada (U.S.)

P.O. Box 9133

Wellesley Hills, MA 02481

K.A.VAP 5/2005

Yes. I would like to receive the Keyport Advisor Variable Annuity Statement of Additional Information.

Yes. I would like to receive the Statement of Additional Information for the Eligible Funds of:

The Alger American Fund

Liberty Variable Investment Trust

SteinRoe Variable Investment Trust

AllianceBernstein Variable Products Series Fund, Inc.

MFS Variable Insurance Trust

Name

Address

City

State

Zip

BUSINESS REPLY MAIL

FIRST CLASS MAIL PERMIT NO. 6719 BOSTON, MA

POSTAGE WILL BE PAID BY ADDRESSEE

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

P.O. Box 9133

Wellesley Hills, MA 02481

NO POSTAGE

NECESSARY

IF MAILED

IN THE

UNITED STATES

PART B

STATEMENT OF ADDITIONAL INFORMATION

GROUP AND INDIVIDUAL FLEXIBLE PURCHASE PAYMENT

DEFERRED VARIABLE ANNUITY CONTRACT

ISSUED BY

KEYPORT VARIABLE ACCOUNT A

OF

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) ("Sun Life (U.S.)")

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This Statement of Additional Information (SAI) is not a prospectus but it relates to, and should be read in conjunction with, the Keyport Advisor variable annuity prospectus dated April 29, 2005. The SAI is incorporated by reference into the prospectus. The prospectus is available, at no charge, by writing Sun Life (U.S.) at P.O. Box 9133, Wellesley Hills, MA 02481 or by calling (800) 367-3653.

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TABLE OF CONTENTS

	Page
Sun Life Assurance Company of Canada (U.S.)	2
Variable Annuity Benefits	2
Variable Annuity Payment Values	2
Re-Allocating Sub-account Payments	3
Safekeeping of Assets	3
Principal Underwriter	3
Independent Registered Public Accounting Firm	3
Investment Performance	4
Average Annual Total Return for a Certificate that is Surrendered	4
Change in Accumulation Unit Value	6
Yield for Liberty Money Market Sub-account	7
Financial Statements	8
Keyport Variable Account A	9
Sun Life Assurance Company of Canada (U.S.)	84

The date of this statement of additional information is April 29, 2005.

KA2005.SAI

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

Sun Life Financial Inc. ("Sun Life Financial"), a reporting company under the Securities Exchange Act of 1934 with common shares listed on the Toronto, New York and Philippine stock exchanges, is the ultimate corporate parent of Sun Life (U.S.). Sun Life Financial ultimately controls Sun Life (U.S.) through the following intervening companies: Sun Life of Canada (U.S.) Holdings, Inc., Sun Life Financial (U.S.) Investments LLC, Sun Life Financial (U.S.) Holdings, Inc., Sun Life Assurance Company of Canada - U.S. Operations Holdings, Inc., and Sun Life Financial Corp. For additional information about Sun Life (U.S.), see page 11 of the prospectus.

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VARIABLE ANNUITY BENEFITS

Variable Annuity Payment Values

For each variable payment option, we calculate separately each Sub-account's contribution to your periodic payments. Your total periodic payment equals: (a) the sum of the payment amounts determined for all of the Sub-accounts you have selected; less (b) the pro-rata amount of the annual Certificate Maintenance Charge.

The portion of your first payment based on your interest in a Sub-account will be determined by deducting any applicable Certificate Maintenance Charge and any applicable state premium taxes and then dividing the remaining value of your interest in that Sub-account by $1,000 and multiplying the result by the greater of: (a) the applicable factor from the Certificate's annuity table for the particular payment option and the assumed annual investment rate ("AIR") you have selected; or (b) the factor currently offered by Sun Life (U.S.)at the time annuity payments begin. This current factor may be based on the sex of the payee unless to do so would be prohibited by law. The effect of your choice of AIR on the initial and subsequent annuity payments is explained in "Variable Annuity Payment Values" in the prospectus and in the last paragraph of this section.

The number of Annuity Units for each Sub-account will be determined by dividing such first payment by the Sub-account Annuity Unit value for the Valuation Period that includes the date of the first payment. The number of Annuity Units remains fixed for the annuity payment period. Each Sub-account payment after the first one will be determined by multiplying (a) by (b), where: (a) is the number of Sub-account Annuity Units; and (b) is the Sub-account Annuity Unit value for the Valuation Period that includes the date of the particular payment.

Variable annuity payments will fluctuate in accordance with the investment results of the underlying Eligible Funds. In order to determine how these fluctuations affect annuity payments, Sun Life (U.S.)uses an Annuity Unit value. Each Sub-account has its own Annuity Units and value per Unit. The Annuity Unit value applicable during any Valuation Period is determined at the end of such period.

When Eligible Fund shares were first purchased on behalf of the Variable Account, each Annuity Unit for each Sub-account was valued at a specified dollar amount. The Unit value for each Sub-account in any Valuation Period thereafter is determined by multiplying the value for the prior period by a net investment factor. (See "Net Investment Factor" in the prospectus.) This factor may be greater or less than 1.0; therefore, the Annuity Unit may increase or decrease from Valuation Period to Valuation Period. For each AIR, Sun Life (U.S.)calculates a net investment factor for each Sub-account by dividing (a) by (b), where:

(a)

is equal to the net investment factor as defined in the prospectus without any deduction for the Distribution Charge defined in (c)(ii) of the net investment factor formula; and

(b)

is the assumed investment factor for the current Valuation Period. The assumed investment factor adjusts for the interest assumed in determining the first variable annuity payment. Such factor for any Valuation Period shall be the accumulated value, at the end of such period, of $1.00 deposited at the beginning of such period at the AIR. The AIR for Annuity Units based on the Certificate's annuity tables is 6% per year (3% per year for Florida Certificates and 5% per year for Oregon and Texas Certificates). An AIR of 3% per year is also currently available upon Written Request.

With a particular AIR, payments after the first one will increase or decrease from month to month based on whether the actual annualized investment return of the selected Sub-account(s) (after deducting the Mortality and Expense Risk Charge) is better or worse than the assumed AIR percentage. If a given amount of Sub-account value is applied to a particular payment option, the initial payment will be smaller if a 3% AIR is selected instead of a 6% AIR but, all other things being equal, the subsequent 3% AIR payments have the potential for increasing in amount by a larger percentage and for decreasing in amount by a smaller percentage. For example, consider what would happen if the actual annualized investment return (see the first sentence of this paragraph) is 9%, 6%, 3%, or 0% between the time of the first and second payments. With an actual 9% return, the 3% AIR and 6% AIR payments would both increase in amount but the 3% AIR payment would increase by a larger percentage. With an actual 6% return, the 3% AIR payment would increase in amount while the 6% AIR payment would stay the same. With an actual return of 3%, the 3% AIR payment would stay the same while the 6% AIR payment would decrease in amount. Finally, with an actual return of 0%, the 3% AIR and 6% AIR payments would both decrease in amount but the 3% AIR payment would decrease by a smaller percentage. Note that the changes in payment amounts described above are on a percentage basis and thus do not illustrate when, if ever, the 3% AIR payment amount might become larger than the 6% AIR payment amount. Note though that if Option A (Income for a Fixed Number of Years) is selected and payments continue for the entire period, the 3% AIR payment amount will start out being smaller than the 6% AIR payment amount but eventually the 3% AIR payment amount will become larger than the 6% AIR payment amount.

Re-Allocating Sub-account Payments

The number of Annuity Units for each Sub-account under any variable annuity option will remain fixed during the entire annuity payment period unless the payee makes a written request for a change. Currently, a payee can instruct Sun Life (U.S.)to change the Sub-account(s) used to determine the amount of the variable annuity payments unlimited times every 12 months. The payee's request must specify the percentage of the annuity payment that is to be based on the investment performance of each Sub-account. The percentage for each Sub-account, if not zero, must be at least 5% and must be a whole number. At the end of the Valuation Period during which Sun Life (U.S.)receives the request, Sun Life (U.S.)will: (a) value the Annuity Units for each Sub-account to create a total annuity value; (b) apply the new percentages the payee has selected to this total value; and (c) recompute the number of Annuity Units for each Sub-account. This new number of units will remain fixed for the remainder of the payment period unless the payee requests another change.

SAFEKEEPING OF ASSETS

Sun Life (U.S.) acts as custodian for, and is responsible for the safekeeping of, the assets of the Variable Account. Sun Life (U.S.) has responsibility for providing all administration of the Certificates and the Variable Account. This administration includes, but is not limited to, preparation of the Contracts and Certificates, maintenance of Certificates Owners' records, and all accounting, valuation, regulatory and reporting requirements.

PRINCIPAL UNDERWRITER

The Contract and Certificates, which are offered continuously, are distributed by Clarendon Insurance Agency, Inc. ("Clarendon"), a subsidiary of Sun Life (U.S.).

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The consolidated financial statements of Sun Life Assurance Company of Canada (U.S.) that are included in the Statement of Additional Information have been audited by Deloitte & Touche LLP, independent registered public accounting firm, as stated in their report appearing therein (which report, dated March 18, 2005, accompanying such financial statements expresses an unqualified opinion and includes explanatory paragraphs relating to the Company's adoption of provisions of Statement of Financial Accounting Standards No. 141, Business Combinations, effective December 31, 2003, American Institute of Certified Public Accountants' Statement of Position 03-01, Accounting and Reporting by Insurance Enterprises of Certain Nontraditional Long-Duration Contracts and for Separate Accounts, effective January 1, 2004, and the provisions of FASB Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of Account Research Bulletin No. 51, effective December 31, 2003, and FASB Interpretation No 46R, Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51 (Revised), described in Note 1), and have been included on their authority as experts in accounting and auditing. Their office is located at 200 Berkeley St, Boston, Massachusetts.

The financial statements of Keyport Variable Account A that are included in the Statement of Additional Information have been audited by Deloitte & Touche LLP, independent registered public accounting firm, as stated in their report appearing therein (which report dated April 28, 2005 accompanying the financial statements of Keyport Variable Account A expresses an unqualified opinion) and have been included on their authority as experts in accounting and auditing.

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INVESTMENT PERFORMANCE

The Variable Account may from time to time quote performance information concerning its various Sub-accounts. A Sub-account's performance may also be compared to the performance of Sub-accounts used with variable annuities offered by other insurance companies. This comparative information may be expressed as a ranking prepared by Financial Planning Resources, Inc. of Miami, FL (The VARDS Report), Lipper Analytical Services, Inc., or by Morningstar, Inc. of Chicago, IL (Morningstar's Variable Annuity Performance Report), which are independent services that compare the performance of variable annuity Sub-accounts. The rankings are done on the basis of changes in accumulation unit values over time and do not take into account any charges (such as distribution charges or administrative charges) that are deducted directly from Certificate values.

Ibbotson Associates of Chicago, IL provides historical returns from 1926 on capital markets in the United States. The Variable Account may quote the performance of its Sub-accounts in conjunction with the long-term performance of capital markets in order to illustrate general long-term risk versus reward investment scenarios. Capital markets tracked by Ibbotson Associates include common stocks, small company stocks, long-term corporate bonds, long-term government bonds, U.S. Treasury Bills, and the U.S. inflation rate. Historical total returns are determined by Ibbotson Associates for: Common Stocks, represented by the Standard and Poor's Composite Stock Price Index (an unmanaged weighted index of 90 stocks prior to March 1957 and 500 stocks thereafter of industrial, transportation, utility and financial companies widely regarded by investors as representative of the stock market); Small Company Stocks, represented by the fifth capitalization quintile (i.e., the ninth and tenth deciles) of stocks on the New York Stock Exchange for 1926-1981 and by the performance of the Dimensional Fund Advisors Small Company 9/10 (for ninth and tenth deciles) Fund thereafter; Long Term Corporate Bonds, represented beginning in 1969 by the Salomon Brothers Long-Term High-Grade Corporate Bond Index, which is an unmanaged index of nearly all Aaa and Aa rated bonds, represented for 1946-1968 by backdating the Salomon Brothers Index using Salomon Brothers' monthly yield data with a methodology similar to that used by Salomon Brothers in computing its Index, and represented for 1925-1945 through the use of the Standard and Poor's monthly High-Grade Corporate Composite yield data, assuming a 4% coupon and a 20-year maturity; Long-Term Government Bonds, measured each year using a portfolio containing one U.S. government bond with a term of approximately twenty years and a reasonably current coupon; U.S. Treasury Bills, measured by rolling over each month a one-bill portfolio containing, at the beginning of each month, the shortest-term bill having not less than one month to maturity; Inflation, measured by the Consumer Price Index for all Urban Consumers, not seasonably adjusted, since January, 1978 and by the Consumer Price Index before then. The stock capital markets may be contrasted with the corporate bond and U.S. government securities capital markets. Unlike an investment in stock, an investment in a bond that is held to maturity provides a fixed rate of return. Bonds have a senior priority to common stocks in the event the issuer is liquidated and interest on bonds is generally paid by the issuer before it makes any distributions to common stock owners. Bonds rated in the two highest rating categories are considered high quality and present minimal risk of default. An additional advantage of investing in U.S. government bonds and Treasury bills is that they are backed by the full faith and credit of the U.S. government and thus have virtually no risk of default. Although government securities fluctuate in price, they are highly liquid.

Average Annual Total Return for a Certificate that is Surrendered

The tables below provide performance results for each Sub-account through December 31, 2004. The results shown in this section are not an estimate or guarantee of future investment performance, and do not represent the actual experience of amounts invested by a particular Certificate Owner.

The following tables were calculated using the method prescribed by the Securities and Exchange Commission. They illustrate each Sub-account's average annual total return over the periods shown assuming a single $1,000 initial purchase payment and the surrender of the Certificate at the end of each period. The Sub-account's average annual total return is the annual rate that would be necessary to achieve the ending value of an investment kept in the Sub-account for the period specified. The first table uses the inception date of the Certificate's Sub-accounts while the second table assumes the Certificate was available prior to that date on the Funds' inception date.

Each calculation assumes that the $1,000 initial purchase payment was allocated to only one Sub-account and no transfers or additional purchase payments were made. The rate of return reflects all charges assessed against a Certificate and the Sub-account except for any premium taxes that may be payable. The charges reflected are: a Contingent Deferred Sales Charge that applies when the hypothetical Certificate is surrendered; the annual 1.25% Mortality and Expense Risk Charge; the annual 0.15% distribution charge; and, on an allocated basis, the Certificate's Certificate Maintenance Charge that is deducted at the end of each year and upon surrender. The Contingent Deferred Sales Charge used in the calculations for a particular Sub-account is equal to the percentage charge in effect at the end of the period multiplied by the assumed $1,000 payment. The percentage charge declines from 7% to 1% over 7 years by 1% per year.

	Average Annual Total Return for a
	Certificate Surrendered on 12/31/04
	Hypothetical $1,000 Purchase Payment*
	Length of Investment Period
	One	Three	Five	Ten	Since Sub-account
Sub-account	Year	Years	Years	Years	Inception Shown
Alger Growth	-1.96%	-4.21%	-8.08%	N/A	5.82%(11/18/96)
Alger Small Cap**	9.76%	4.26%	-10.50%	N/A	0.61%(11/18/96)
AllianceBernstein Global Bond	2.11%	10.56%	6.11%	N/A	4.20%(11/18/96)
AllianceBernstein Large Cap Growth	1.12%	-5.01%	-10.07%	N/A	5.44%(11/18/96)
Colonial Strategic Income	2.64%	9.61%	6.19%	N/A	5.65%(11/18/96)
Columbia International	6.16%	7.44%	-5.52%	N/A	1.39%(11/18/96)
Liberty Growth & Income	6.19%	-0.69%	0.02%	N/A	7.18%(11/18/96)
Newport Tiger***	8.69%	9.15%	-2.55%	N/A	-0.77%(11/18/96)
MFS Emerging Growth	5.40%	-3.58%	-13.79%	N/A	3.36%(11/18/96)
MFS Research	8.25%	0.16%	-5.67%	N/A	3.69%(11/18/96)
Liberty Asset Allocation	2.47%	2.63%	-0.80%	N/A	4.18%(11/18/96)
Liberty Federal Securities	-3.29%	2.74%	5.04%	N/A	4.81%(11/18/96)
Columbia Large Cap Growth	-9.11%	-7.60%	-12.26%	N/A	1.88%(11/18/96)
Liberty Small Company Growth	3.94%	4.03%	-1.10%	N/A	2.94%(11/18/96)

* Eligible Fund expenses in excess of defined amounts were reimbursed during one or more calendar years for all Eligible FundsWithout this expense reimbursement, any return percentages shown that include these calendar years would be lower.

** Because of a systems error, the 1.40% asset annuity based charge for 11/18/96 through 5/19/97 was added back to the Alger Small Cap Sub-account on 5/20/97. Had this error not occurred, performance since inception would have been: 0.44%.

***Newport Tiger is no longer available for investment.

	Average Annual Total Return for a
	Certificate Surrendered on 12/31/04
	Hypothetical $1,000 Purchase Payment*
	Length of Investment Period
	One	Three	Five	Ten	Since Eligible Fund
Sub-account	Year	Years	Years	Years	Inception Shown
Alger Growth	-1.96%	-4.21%	-8.08%	9.17%	11.39%(01/09/89)
Alger Small Cap**	9.76%	4.26%	-10.50%	4.32%	9.33%(09/21/88)
AllianceBernstein Global Bond	2.11%	10.56%	6.11%	6.17%	5.77%(07/15/91)
AllianceBernstein Large Cap Growth	1.12%	-5.01%	-10.07%	10.06%	9.55%(06/26/92)
Colonial Strategic Income	2.64%	9.61%	6.19%	6.94%	6.62%(07/05/94)
Columbia International	6.16%	7.44%	-5.52%	2.09%	1.28%(05/02/94)
Liberty Growth & Income	6.19%	-0.69%	0.02%	10.36%	10.23%(07/05/94)
Newport Tiger***	8.69%	9.15%	-2.55%	N/A	1.62%(05/01/95)
MFS Emerging Growth	5.40%	-3.58%	-13.79%	N/A	6.51%(07/24/95)
MFS Research	8.25%	0.16%	-5.67%	N/A	6.31%(07/26/95)
Liberty Asset Allocation	2.47%	2.63%	-0.80%	6.98%	7.53%(01/01/89)
Liberty Federal Securities	-3.29%	2.74%	5.04%	5.62%	5.85%(01/01/89)
Columbia Large Cap Growth	-9.11%	-7.60%	-12.26%	6.71%	8.20%(01/01/89)
Liberty Small Company Growth	3.94%	4.03%	-1.10%	5.36%	9.03%(01/01/89)

* Eligible Fund expenses in excess of defined amounts were reimbursed during one or more calendar years for all Eligible Funds. Without this expense reimbursement, any return percentages shown that include these calendar years would be lower.

** Because of a systems error, the 1.40% asset annuity based charge for 11/18/96 through 5/19/97 was added back to the Alger Small Cap Sub-account on 5/20/97. Had this error not occurred, performance would have been: 4.17% (ten years) and 9.24% (since inception).

***Newport Tiger is no longer available for investment.

Change in Accumulation Unit Value

The following performance information illustrates the average annual change and the actual annual change in Accumulation Unit values for each Sub-account and is computed differently than the standardized average annual total return information. Performance information for periods prior to the inception date of the Contract's Sub-accounts assumes the Certificates were available prior to that date on the Funds' inception date.

A Sub-account's average annual change in Accumulation Unit values is the annualized rate at which the value of a Unit changes over the time period illustrated. A Sub-account's actual annual change in Accumulation Unit values is the rate at which the value of a Unit changes over each 12-month period illustrated. These rates of change in Accumulation Unit values reflect the Certificate's annual 1.25% Mortality and Expense Risk Charge and the annual 0.15% distribution charge. They do not reflect deductions for any Contingent Deferred Sales Charge, Certificate Maintenance Charge, and premium taxes. The rates of change would be lower if these charges were included.

	Average Annual Change	Average Annual Change
	In Accumulation Unit	in Accumulation Unit Value
	Value From Eligible	over the period shown
	Fund Inception Shown	through 12/31/04
Sub-account	through 12/31/04**	Three Years	Five Years	Ten Years
Alger Growth	11.39%(01/09/89)	-2.87%	-7.70%	9.17%
Alger Small Cap***	9.33%(09/21/88)	5.50%	-10.14%	4.32%
AllianceBernstein Global Bond	5.77%(07/15/91)	11.67%	6.44%	6.18%
AllianceBernstein Large Cap Growth	9.55%(06/26/92)	-3.68%	-9.71%	10.06%
Colonial Strategic Income	6.62%(07/05/94)	10.73%	6.52%	6.94%
Columbia International	1.29%(05/02/94)	8.61%	-5.13%	2.10%
Liberty Growth & Income	10.23%(07/05/94)	0.67%	0.43%	10.36%
Newport Tiger****	1.63%(05/01/95)	10.28%	-2.15%	N/A
MFS Emerging Growth	6.52%(07/24/95)	-2.23%	-13.44%	N/A
MFS Research	6.32%(07/26/95)	1.50%	-5.29%	N/A
Liberty Asset Allocation	7.53%(01/01/89)	3.91%	-0.40%	6.98%
Liberty Federal Securities	5.85%(01/01/89)	4.01%	5.38%	5.63%
Columbia Large Cap Growth	8.21%(01/01/89)	-6.30%	-11.90%	6.72%
Liberty Small Company Growth	9.04%(01/01/89)	5.27%	-0.70%	5.37%

	12-Month Period Change in Accumulation
	Unit Value**
Sub-account	1995	1996	1997	1998	1999
Alger Growth	34.49%	11.77%	24.01%	46.03%	31.90%
Alger Small Cap***	42.32%	2.73%	10.62%	13.93%	41.44%
AllianceBernstein Global Bond	23.02%	4.72%	-0.72%	12.54%	-7.41%
AllianceBernstein Large Cap Growth	42.85%	21.00%	32.01%	45.93%	30.49%
Colonial Strategic Income	16.67%	8.20%	7.70%	4.56%	0.38%
Columbia International	4.39%	3.62%	-4.12%	11.40%	38.64%
Liberty Growth & Income	27.91%	20.14%	30.41%	18.49%	10.45%
Newport Tiger****	14.46%	9.69%	-32.09%	-7.73%	65.70%
MFS Emerging Growth	16.70%*	15.40%	20.22%	32.31%	74.28%
MFS Research	9.97%*	20.46%	18.60%	21.68%	22.34%
Liberty Asset Allocation	23.75%	14.01%	15.21%	10.99%%	11.07%
Liberty Federal Securities	14.14%	3.25%	7.54%	5.32%	-0.34%
Columbia Large Cap Growth	35.84%	19.59%	30.45%	26.14%	35.05%
Liberty Small Company Growth	10.21%	25.18%	6.32%	-18.45%	46.05%

	12-Month Period Change in Accumulation
	Unit Value**
Sub-account	2000	2001	2002	2003	2004
Alger Growth	-15.95%	-13.04%	-33.92%	33.30%	4.04%
Alger Small Cap***	-28.20%	-30.49%	-27.24%	39.41%	15.76%
AllianceBernstein Global Bond	-0.22%	-1.66%	15.30%	11.70%	8.11%
AllianceBernstein Large Cap Growth	-17.73%	-18.36%	-31.60%	21.96%	7.12%
Colonial Strategic Income	-1.32%	2.35%	7.03%	16.77%	8.64%
Columbia International	-19.59%	-25.41%	-14.55%	33.67%	12.16%
Liberty Growth & Income	2.18%	-1.98%	-23.03%	18.14%	12.19%
Newport Tiger****	-16.80%	-19.62%	-18.11%	42.80%	14.69%
MFS Emerging Growth	-20.71%	-34.41%	-34.68%	28.43%	11.40%
MFS Research	-6.16%	-22.35%	-25.58%	22.98%	14.25%
Liberty Asset Allocation	-2.44%	-10.45%	-12.95%	18.80%	8.47%
Liberty Federal Securities	9.40%	5.55%	8.23%	1.22%	2.71%
Columbia Large Cap Growth	-13.23%	-25.66%	-31.12%	23.51%	-3.31%
Liberty Small Company Growth	-6.71%	-11.28%	-25.33%	42.13%	9.94%

* Percentage of change is for less than 12 months; it is for the period from the inception date shown to the end of the year.

** Eligible Fund expenses in excess of defined amounts were reimbursed during one or more calendar years for all Eligible Funds. Without this expense reimbursement, any return percentages shown that include these calendar years would be lower.

*** Because of a systems error, the 1.40% asset annuity based charge for 11/18/96 through 5/19/97 was added back to the Alger Small Cap Sub-account on 5/20/97. Had this error not occurred, performance would have been: 9.24% (since inception) and 4.17% (ten years).

****Newport Tiger is no longer available for investment.

Yield for Liberty Money Market Sub-account

Yield percentages for the Liberty Money Market Sub-account are calculated using the method prescribed by the Securities and Exchange Commission. Yields reflect the deduction of the annual 1.40% asset-based Certificate charges. Yields also reflect, on an allocated basis, the Certificate's annual $36 Certificate Maintenance Charge that is collected after the first Certificate Anniversary. Yields do not reflect Contingent Deferred Sales Charges and premium tax charges. The yield would be lower if these charges were included. The following is the standardized formula:

Yield equals:   (A - B - 1)   x    365
                               C                      7

Where:

A	=	the Accumulation Unit value at the end of the 7-day period.
B	=	hypothetical Certificate Maintenance Charge for the 7-day period. The assumed annual Liberty Money Market Sub-account charge is equal to the $36 Certificate charge multiplied by a fraction equal to the average number of Certificates with Liberty Money Market Sub-account value during the 7-day period divided by the average total number of Certificates during the 7-day period. This annual amount is converted to a 7-day charge by multiplying it by 7/365. It is then equated to an Accumulation Unit size basis by multiplying it by a fraction equal to the average value of one Liberty Money Market Sub-account Accumulation Unit during the 7-day period divided by the average Certificate Value in Liberty Money Market Sub-account during the 7-day period.
C	=	the Accumulation Unit value at the beginning of the 7-day period.

The yield formula assumes that the weekly net income generated by an investment in the Liberty Money Market Sub-account will continue over an entire year.

For the 7-day period ended 12/31/04 the yield for the Liberty Money Market Sub-account was -0.35%.

FINANCIAL STATEMENTS

The financial statements of the Variable Account and Sun Life Assurance Company of Canada (U.S.) are included herein. The consolidated financial statements of Sun Life Assurance Company of Canada (U.S.) are provided as relevant to its ability to meet its financial obligations under the Certificates and should not be considered as bearing on the investment performance of the assets held in the Variable Account.

<R>

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Sun Life Assurance Company of Canada (U.S.) and Contract Owners of Keyport Variable Account A:

We have audited the accompanying statements of assets and liabilities of the AIM VI Capital Appreciation Series I Sub-Account, AIM VI Growth Series I Sub-Account, AIM VI International Growth Series I Sub-Account, AIM VI Premier Equity Series I Sub-Account, Alger American Growth Portfolio Sub-Account, Alger American Small Capitalization Portfolio Sub-Account, AllianceBernstein Global Bond Portfolio (A) Sub-Account, AllianceBernstein Global Bond Portfolio (B) Sub-Account, AllianceBernstein Growth & Income Portfolio (A) Sub-Account, AllianceBernstein Growth & Income Portfolio (B) Sub-Account, AllianceBernstein Growth Portfolio (B) Sub-Account, AllianceBernstein International Portfolio (B) Sub-Account, AllianceBernstein Premier Growth Portfolio (A) Sub-Account, AllianceBernstein Premier Growth Portfolio (B) Sub-Account, AllianceBernstein Real Estate Investment Portfolio (A) Sub-Account, AllianceBernstein Technology Portfolio (B) Sub-Account, AllianceBernstein Total Return Portfolio (B) Sub-Account, AllianceBernstein Worldwide Privatization Portfolio (B) Sub-Account, UBS Global AM Tactical Allocation Sub-Account, Fidelity VIP Equity Income Fund - SC2 Sub-Account, Fidelity VIP III Dynamic Capital Appreciation Fund - SC2 Sub-Account, Fidelity VIP III Growth Opportunities Fund - SC2 Sub-Account, Templeton Developing Markets Securities Fund 2 Sub-Account, Colonial Global Equity Fund VS (B) Sub-Account, Colonial International Horizons VS (B) Sub-Account, Colonial Small Cap Value Fund VS (A) Sub-Account, Colonial Small Cap Value Fund VS (B) Sub-Account, Colonial Strategic Income Fund VS (A) Sub-Account, Colonial Strategic Income Fund VS (B) Sub-Account, Columbia High Yield Fund II VS (A) Sub-Account, Columbia High Yield Fund II VS (B) Sub-Account, Columbia International Fund VS (A) Sub-Account, Columbia International Fund VS (B) Sub-Account, Columbia Real Estate Equity Fund II VS (B) Sub-Account, Crabbe Huson Real Estate Investment Fund VS (B) Sub-Account, Exeter Growth Fund Sub-Account, Exeter Moderate Growth Sub-Account, Liberty Growth & Income Fund VS (A) Sub-Account, Liberty Growth & Income Fund VS (B) Sub-Account, Liberty Newport Japan Opportunities Fund VS (B) Sub-Account, Liberty S&P 500 Index Fund, VS (A) Sub-Account, Liberty S&P 500 Index Fund VS (B) Sub-Account, Liberty Select Value Fund VS (A) Sub-Account, Liberty Select Value Fund VS (B) Sub-Account, Newport Tiger Fund VS (A) Sub-Account, Newport Tiger Fund VS (B) Sub-Account, Wanger International Select Fund Sub-Account, Wanger International Small Cap Fund Sub-Account, Wanger Select Fund Sub-Account, Wanger US Smaller Companies Fund Sub-Account, MFS Bond Series IC Sub-Account, MFS Emerging Growth Series IC Sub-Account, MFS Emerging Growth Series SC Sub-Account, MFS Investors Growth Stock Series SC Sub-Account, MFS Investors Trust Series SC Sub-Account, MFS New Discovery Series SC Sub-Account, MFS Research Series IC Sub-Account, Rydex Arktos Fund Sub-Account, Rydex Banking Fund Sub-Account, Rydex Basic Material Fund Sub-Account, Rydex Biotechnology Fund Sub-Account, Rydex Consumer Products Fund Sub-Account, Rydex Electronics Fund Sub-Account, Rydex Energy Fund Sub-Account, Rydex Energy Services Fund Sub-Account, Rydex Financial Services (A) Fund Sub-Account, Rydex Financial Services (B) Fund Sub-Account, Rydex Health Care Fund VS (A) Sub-Account, Rydex Health Care Fund VS (B) Sub-Account, Rydex Internet Fund Sub-Account, Rydex Juno Fund Sub-Account, Rydex Large Cap Europe Fund Sub-Account, Rydex Large Cap Japan Fund Sub-Account, Rydex Medius Fund Sub-Account, Rydex Mekros Fund Sub-Account, Rydex Nova Fund Sub-Account, Rydex OTC Fund Sub-Account, Rydex Precious Metals Fund Sub-Account, Rydex Real Estate Fund Sub-Account, Rydex Retailing Fund Sub-Account, Rydex Technology Fund Sub-Account, Rydex Telecommunications Fund Sub-Account, Rydex Titan 500 Fund Sub-Account, Rydex Transportation Fund Sub-Account, Rydex Ursa Fund Sub-Account, Rydex US Government Bond Fund Sub-Account, Rydex US Government Money Market Fund Sub-Account, Rydex Utilities Fund Sub-Account, Rydex Velocity 100 Fund Sub-Account, Liberty Asset Allocation Fund VS (A) Sub-Account, Liberty All-Star Equity Fund VS (A) Sub-Account, Liberty All-Star Equity Fund VS (B) Sub-Account, Liberty Asset Allocation Fund VS (B) Sub-Account, Liberty Federal Securities Fund VS (A) Sub-Account, Liberty Federal Securities Fund VS (B) Sub-Account, Liberty Money Market Fund VS (A) Sub-Account, Liberty Small Company Growth Fund VS (A) Sub-Account, Liberty Value Fund VS (A) Sub-Account, Liberty Value Fund VS (B) Sub-Account, SteinRoe Global Utilities Fund VS (A) Sub-Account, SteinRoe Growth Stock Fund VS (A) Sub-Account, and SteinRoe Growth Stock Fund VS (B) Sub-Account of Sun Life Assurance Company of Canada (U.S.) - Keyport Variable Account A (the "Sub-Accounts") as of December 31, 2004, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended. These financial statements and financial highlights are the responsibility of management. Our procedures included confirmation of securities owned as of December 31, 2004 by correspondence with the custodian and brokers. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Sub-Accounts are not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Sub-Accounts' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Sub-Accounts as of December 31, 2004, and the results of their operations for the year then ended, the changes in their net assets for the two years in the period then ended, and the financial highlights for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

The information contained in footnote 5 for the year ended December 31, 2001 was derived from the financial statements for the year ended December 31, 2001 audited by other auditors whose report dated April 19, 2002 expressed an unqualified opinion.

Deloitte & Touche LLP

Boston, Massachusetts

April 28, 2005

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) -KEYPORT VARIABLE ACCOUNT A

Statements of Assets and Liabilities

December 31, 2004

Assets
Investments at market value:	Shares		Cost			Value
AIM Variable Insurance Funds, Inc. :
AIM VI Capital Appreciation Series I	765,724		$	27,564,030		$	17,374,279
AIM VI Growth Series I	125,799			3,500,230			2,019,073
AIM VI International Growth Series I	1,624,862			29,830,357			32,123,515
AIM VI Premier Equity Series I	1,021,923			32,886,509			21,766,966
Alger American Fund :
Alger American Growth Portfolio	1,121,884			57,564,684			39,400,571
Alger American Small Capitalization Portfolio	591,296			26,362,335			11,979,656
AllianceBernstein Variable Products Series Fund, Inc. :
AllianceBernstein Global Bond Portfolio (A)	1,267,811			14,950,534			17,280,263
AllianceBernstein Global Bond Portfolio (B)	389,131			4,300,837			5,257,162
AllianceBernstein Growth & Income Portfolio (A)	179,381			3,942,522			4,319,489
AllianceBernstein Growth & Income Portfolio (B)	2,014,567			44,972,782			48,087,708
AllianceBernstein Growth Portfolio (B)	65,445			933,044			1,181,281
AllianceBernstein International Portfolio (B)	34,657			398,738			525,053
AllianceBernstein Premier Growth Portfolio (A)	1,936,359			51,069,441			45,388,257
AllianceBernstein Premier Growth Portfolio (B)	1,240,238			48,015,406			28,661,909
AllianceBernstein Real Estate Investment Portfolio (A)	49,439			495,835			1,021,411
AllianceBernstein Technology Portfolio (B)	1,041,820			36,072,155			15,710,648
AllianceBernstein Total Return Portfolio (B)	95,625			1,642,273			1,800,614
AllianceBernstein Worldwide Privatization Portfolio (B)	148,106			1,969,581			2,978,413
UBS Series Trust :
UBS Global AM Tactical Allocation	850,542			13,705,817			11,448,298
Exeter Insurance Fund, Inc. :
Exeter Growth Fund		-			-				-
Exeter Moderate Growth Fund		-			-				-
Fidelity VIP Funds :
Fidelity VIP Equity Income Fund - SC2	1,730,521			37,197,972			43,418,765
Fidelity VIP III Dynamic Capital Appreciation Fund-SC2	155,796			955,336			1,107,711
Fidelity VIP III Growth Opportunities Fund - SC2	1,108,998			17,021,618			17,699,605
Franklin Templeton Funds:
Templeton Developing Markets Securities Fund 2	332,174			2,336,582			2,879,949
Liberty Variable Investment Trust :
Colonial Global Equity Fund, VS (B)		-			-				-
Colonial High Yield Securities Fund, VS (A)		-			-				-
Colonial High Yield Securities Fund, VS (B)		-			-				-
Colonial International Horizons Fund, VS (B)		-			-				-
Colonial Small Cap Value Fund, VS (A)	603,354			6,272,071			10,220,825
Colonial Small Cap Value Fund, VS (B)	1,171,903			13,215,473			19,828,593
Colonial Strategic Income Fund, VS (A)	6,588,926			74,251,916			65,625,701
Colonial Strategic Income Fund, VS (B)	4,787,369			45,624,387			47,634,325
Columbia High Yield Fund II, VS (A)	685,568			6,275,256			6,547,176
Columbia High Yield Fund II, VS (B)	2,043,765			18,730,479			19,538,391
Columbia International Fund , VS (A)	24,206,202			42,526,696			45,991,784
Columbia International Fund , VS (B)	3,213,903			3,993,159			6,106,415
Columbia Real Estate Equity Fund II, VS (B)	183,602			1,894,256			2,280,333
Crabbe Huson Real Estate Investment Fund, VS (B)		-			-			-
Liberty All-Star Equity Fund, VS (A)		-			-			-
Liberty All-Star Equity Fund, VS (B)		-			-			-
Liberty Newport Japan Opp Fund,VS (A)		-			-			-
Liberty Newport Japan Opp Fund, VS (B)		-			-			-

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) -KEYPORT VARIABLE ACCOUNT A

Statements of Assets and Liabilities

December 31, 2004

Assets (continued)	Shares		Cost			Value
Liberty Variable Investment Trust (continued):
Liberty Growth & Income Fund VS, (A)	8,247,324		$	133,570,227		$	130,472,664
Liberty Growth & Income Fund, VS (B)	2,362,509			36,824,855			37,327,648
Liberty S&P 500 Index Fund, VS (A)	8,695			103,481			90,862
Liberty S&P 500 Index Fund, VS (B)	4,056,355			39,491,349			42,307,778
Liberty Select Value Fund, VS (A)	8,566			103,474			151,281
Liberty Select Value Fund, VS (B)	1,989,885			26,717,022			35,101,572
Liberty Value Fund, VS (A)		-			-			-
Liberty Value Fund, VS (B)		-			-			-
Newport Tiger Fund, VS (A)	2,840,297			5,309,245			6,788,308
Newport Tiger Fund, VS (B)	1,204,159			2,329,674			2,926,107
SteinRoe Global Utilities Fund, VS (A)		-			-			-
SteinRoe Global Utilities Fund, VS (B)		-			-			-
Wanger Advisers Trust
Wanger International Select Fund	350,583			4,483,011			6,026,514
Wanger International Small Cap Fund	778,644			12,519,154			19,824,267
Wanger Select Fund	1,192,008			18,508,081			26,355,290
Wanger US Smaller Companies Fund	1,779,077			37,463,932			55,809,659
MFS Variable Insurance Trust :
MFS Bond Series IC	266,532			3,012,020			3,241,035
MFS Emerging Growth Series IC	731,568			12,786,437			12,817,064
MFS Emerging Growth Series SC	340,497			9,436,619			5,914,440
MFS Investors Growth Stock Series SC	1,663,094			18,063,716			15,533,303
MFS Investors Trust Series SC	907,366			15,895,636			16,323,512
MFS New Discovery Series SC	509,019			7,613,286			7,487,676
MFS Research Series IC	1,406,577			23,426,744			21,520,625
Rydex Variable Trust :
Rydex Arktos Fund	278,280			6,396,506			5,910,676
Rydex Banking Fund	1,951			64,758			70,810
Rydex Basic Materials Fund	1			30			47
Rydex Biotechnology Fund	-			-			-
Rydex Consumer Products Fund	413			12,125			13,611
Rydex Electronics Fund	399			5,245			5,253
Rydex Energy Fund	7,808			201,791			231,748
Rydex Energy Services Fund	158,166			3,292,346			3,297,751
Rydex Financial Services Fund, VS (A)	1,233			34,970			37,458
Rydex Financial Services Fund, VS (B)		-			-			-
Rydex Health Care Fund, VS(A)	35			828			900
Rydex Health Care Fund, VS(B)		-			-			-
Rydex Internet Fund	4,911			83,478			83,541
Rydex Juno Fund	16,193			381,077			355,430
Rydex Large Cap Europe Fund	4,044			97,453			91,479
Rydex Large Cap Japan Fund	1,124			29,194			31,219
Rydex Leisure Fund		-			-			-
Rydex Medius Fund	8,172			198,859			216,566
Rydex Mekros Fund	22,493			680,243			756,887
Rydex Nova Fund	113,353			910,268			936,294
Rydex OTC Fund	252,586			5,194,182			3,634,718
Rydex Precious Metals Fund	96,032			826,854			822,994
Rydex Real Estate Fund	14,224			522,965			540,784
Rydex Retailing Fund	2,058			53,317			54,845
Rydex Technology Fund	9,643			130,169			130,176
Rydex Telecommunications Fund	26,520			524,364			544,454
Rydex Titan 500 Fund	93,441			1,851,620			1,852,938
Rydex Transportation Fund	1,101			31,165			34,620
Rydex Ursa Fund	43,286			228,187			224,652
Rydex US Gov't Bond Fund	3			38			34
Rydex US Gov't Money Mkt Fund	24,932,035			24,932,035			24,932,035
Rydex Utilities Fund	29,526			500,142			511,986
Rydex Velocity 100 Fund	115,578			2,609,189			2,668,707
SteinRoe Variable Investment Trust :
Liberty Asset Allocation Fund, VS (A)	4,848,431			78,214,262			71,902,225
Liberty Asset Allocation Fund, VS (B)	3,416,919			50,765,678			50,467,897
Liberty Federal Securities Fund, VS (A)	3,913,781			41,266,696			43,403,828
Liberty Federal Securities Fund, VS (B)	7,228,635			77,330,320			79,587,267
Liberty Money Market Fund, VS (A)	126,381,296			126,381,296			126,381,296
Liberty Small Company Growth Fund, VS (A)	741,395			10,910,136			8,207,238
SteinRoe Growth Stock Fund, VS (A)	1,614,116			67,867,877			38,367,529
SteinRoe Growth Stock Fund, VS (B)	749,428			32,848,370			17,738,961
Total Assets			$	1,613,508,307		$	1,527,272,598

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) -KEYPORT VARIABLE ACCOUNT A

Statements of Assets and Liabilities

December 31, 2004

Net Assets

	Deferred Variable Annuity Contracts							Variable Annuity Reserve
	Units		Value				Units			Value			Total
AIM VI Capital Appreciation Series I	1,384,234		$	14,582,281				260,557		$	2,791,998		$	17,374,279
AIM VI Growth Series I	168,120			1,273,624				97,771			745,449			2,019,073
AIM VI International Growth Series I	2,659,991			28,805,503				382,132			3,318,012			32,123,515
AIM VI Premier Equity Series I	2,657,826			19,241,596				345,616			2,525,370			21,766,966
Alger American Growth Portfolio	2,186,647			34,636,548				297,143			4,764,023			39,400,571
Alger American Small Capitalization Portfolio	1,035,606			10,887,451				103,356			1,092,205			11,979,656
AllianceBernstein Global Bond Portfolio (A)	1,104,831			15,432,580				130,840			1,847,683			17,280,263
AllianceBernstein Global Bond Portfolio (B)	383,109			5,257,162					-			-		5,257,162
AllianceBernstein Growth & Income Portfolio (A)	264,745			3,887,615				29,410			431,874			4,319,489
AllianceBernstein Growth & Income Portfolio (B)	3,499,500			40,559,961				648,340			7,527,747			48,087,708
AllianceBernstein Growth Portfolio (B)	51,091			567,724				54,953			613,557			1,181,281
AllianceBernstein International Portfolio (B)	30,589			393,106				10,218			131,947			525,053
AllianceBernstein Premier Growth Portfolio (A)	2,633,130			40,514,901				330,702			4,873,356			45,388,257
AllianceBernstein Premier Growth Portfolio (B)	3,800,284			25,884,860				405,113			2,777,049			28,661,909
AllianceBernstein Real Estate Investment Portfolio (A)	45,157			967,261				2,528			54,150			1,021,411
AllianceBernstein Technology Portfolio (A)	2,052,764			14,666,246				145,374			1,044,402			15,710,648
AllianceBernstein Total Return Portfolio (B)	108,244			1,199,762				53,952			600,852			1,800,614
AllianceBernstein Worldwide Privatization Portfolio (B)	229,265			2,520,156				41,464			458,257			2,978,413
Colonial Global Equity Fund, VS (B)		-				-			-			-			-
Colonial High Yield Securities Fund, VS (A)		-				-			-			-			-
Colonial High Yield Securities Fund, VS (B)		-				-			-			-			-
Colonial International Horizons Fund, VS (B)		-				-			-			-			-
Colonial Small Cap Value Fund, VS (A)	437,158			7,646,175				146,132			2,574,650			10,220,825
Colonial Small Cap Value Fund, VS (B)	1,026,473			17,909,504				109,108			1,919,089			19,828,593
Colonial Strategic Income Fund, VS (A)	2,961,360			57,933,527				398,537			7,692,174			65,625,701
Colonial Strategic Income Fund, VS (B)	2,043,210			39,643,149				441,448			7,991,176			47,634,325
Columbia High Yield Fund II, VS (A)	572,042			5,570,136				99,866			977,040			6,547,176
Columbia High Yield Fund II, VS (B)	1,755,282			16,991,567				261,154			2,546,824			19,538,391
Columbia International Fund, VS (A)	3,548,267			40,681,017				438,895			5,310,767			45,991,784
Columbia International Fund, VS (B)	307,833			4,684,431				93,200			1,421,984			6,106,415
Columbia Real Estate Equity Fund II, VS (B)	92,195			1,763,916				26,802			516,417			2,280,333
Crabbe Huson Real Estate Investment Fund, VS (B)		-				-		-			-			-
Exeter Growth Fund		-				-		-			-			-
Exeter Moderate Growth Fund		-				-		-			-			-
Fidelity VIP Equity Income Fund - SC2	3,333,009			38,523,826				421,156			4,894,939			43,418,765
Fidelity VIP III Dynamic Capital Appreciation Fund	99,562			1,042,831				6,641			64,880			1,107,711
Fidelity VIP III Growth Opportunities Fund - SC2	2,232,602			16,203,787				204,839			1,495,818			17,699,605
Liberty All-Star Equity Fund, VS (A)		-				-		-			-			-
Liberty All-Star Equity Fund, VS (B)		-				-		-			-			-
Liberty Asset Allocation Fund, VS (A)	1,839,587			54,422,549				610,089			17,479,676			71,902,225
Liberty Asset Allocation Fund, VS (B)	1,325,214			38,864,664				545,353			11,603,233			50,467,897
Liberty Federal Securities Fund, VS (A)	1,529,198			37,248,144				244,037			6,155,684			43,403,828
Liberty Federal Securities Fund, VS (B)	2,808,031			67,632,736				485,367			11,954,531			79,587,267
Liberty Growth & Income Fund, VS (A)	4,201,588			116,562,100				556,632			13,910,564			130,472,664
Liberty Growth & Income Fund, VS (B)	1,215,139			33,558,718				180,347			3,768,930			37,327,648
Liberty Money Market Fund, VS (A)	7,161,625			110,436,727				1,053,420			15,944,569			126,381,296
Liberty Newport Japan Opp Fund,VS (A)		-				-			-			-			-
Liberty Newport Japan Opp Fund, VS (B)		-				-			-			-			-
Liberty S&P 500 Index Fund, VS (B)	4,757,797			38,323,043				492,286			3,984,735			42,307,778
Liberty Select Value Fund, VS (B)	2,422,257			32,572,023				187,002			2,529,549			35,101,572
Liberty Small Company Growth Fund, VS (A)	216,296			7,727,601				15,386			479,637			8,207,238
Liberty Value Fund, VS (A)		-				-			-			-			-
Liberty Value Fund, VS (B)		-				-			-			-			-
MFS Bond Series IC	208,618			2,900,914				24,460			340,121			3,241,035
MFS Emerging Growth Series IC	877,960			11,493,818				103,642			1,323,246			12,817,064
MFS Emerging Growth Series SC	431,188			5,596,241				25,213			318,199			5,914,440
MFS Investors Growth Stock Series SC	2,391,264			14,441,170				179,867			1,092,133			15,533,303
MFS Investors Trust Series SC	1,835,433			15,045,777				155,010			1,277,735			16,323,512
MFS New Discovery Series SC	894,677			7,057,589				54,233			430,087			7,487,676
MFS Research Series IC	1,452,339			19,495,054				152,407			2,025,571			21,520,625
Newport Tiger Fund, VS (A)	540,009			6,315,918				43,620			472,390			6,788,308
Newport Tiger Fund, VS (B)	230,121			2,731,166				17,834			194,941			2,926,107
Rydex Arktos Fund	309,703			5,910,676					-			-		5,910,676
Rydex Banking Fund	1,952			70,810					-			-		70,810
Rydex Basic Materials Fund	1			47					-			-		47
Rydex Consumer Products Fund	414			13,611					-			-		13,611
Rydex Electronics Fund	342			5,253					-			-		5,253
Rydex Energy Fund	6,663			231,748										231,748
Rydex Energy Services Fund	100,761			3,297,751					-			-		3,297,751
Rydex Financial Services Fund, VS (A)	1,197			37,458					-			-		37,458
Rydex Financial Services Fund, VS (B)		-				-			-			-			-
Rydex Health Care Fund	33			900					-			-		900
Rydex Health Care Fund, VS(B)		-				-			-			-			-
Rydex Internet Fund	3,434			83,541					-			-		83,541
Rydex Juno Fund	15,453			355,430					-			-		355,430
Rydex Large Cap Europe Fund	3,108			91,479					-			-		91,479
Rydex Large Cap Japan Fund	1,017			31,219					-			-		31,219
Rydex Leisure Fund		-			-				-			-			-
Rydex Medius Fund	6,901			216,566					-			-		216,566

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) -KEYPORT VARIABLE ACCOUNT A

Statements of Assets and Liabilities

December 31, 2004

Net Assets (continued)

	Deferred Variable Annuity Contracts			Variable Annuity Reserve
	Units	Value		Units		Value			Total
					-			-
Rydex Mekros Fund	24,279	$	756,887		-	$		-	$	756,887
Rydex Nova Fund	60,684		936,294							936,294
Rydex OTC Fund	778,416		3,444,188	54,507			190,530			3,634,718
Rydex Precious Metals Fund	17,826		822,994		-			-		822,994
Rydex Real Estate Fund	13,999		540,784		-			-		540,784
Rydex Retailing Fund	1,943		54,845		-			-		54,845
Rydex Technology Fund	5,758		130,176		-			-		130,176
Rydex Transportation Fund	1,143		34,620		-			-		34,620
Rydex Telecommunications Fund	24,972		544,454		-			-		544,454
Rydex Titan 500 Fund	66,761		1,852,938		-			-		1,852,938
Rydex Ursa Fund	8,452		224,652		-			-		224,652
Rydex US Government Bond Fund	1		34		-			-		34
Rydex US Government Money Market Fund	969,059		24,932,035		-			-		24,932,035
Rydex Utilities Fund	21,099		511,986		-			-		511,986
Rydex Velocity 100 Fund	96,596		2,668,707		-			-		2,668,707
SteinRoe Growth Stock Fund VS (A)	1,057,886		33,391,220	176,323			4,976,309			38,367,529
SteinRoe Growth Stock Fund VS (B)	488,931		15,567,486	115,087			2,171,475			17,738,961
SteinRoe Global Utilities Fund	-		-	-			-			-
Templeton Developing Markets Sec Fund 2	226,801		2,647,143	19,782			232,806			2,879,949
UBS Global AM Tactical Allocation	748,794		6,778,822	479,959			4,669,476			11,448,298
Wanger International Select Fund	543,034		5,436,836	58,600			589,678			6,026,514
Wanger International Small Cap Fund	1,680,820		18,704,988	100,029			1,119,279			19,824,267
Wanger Select Fund	1,575,021		24,333,891	130,333			2,021,399			26,355,290
Wanger US Smaller Companies Fund	3,331,610		52,164,960	231,685			3,644,699			55,809,659
Net Asset of contracts owners		$	1,339,125,584			$	187,904,871		$	1,527,030,455
Retained by Sun life Assurance Company of Canada (U.S.)										242,143
Total Net Assets										1,527,272,598

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Operations

For the Year Ended December 31, 2004

	AIM VI Capital Appreciation Series I 2004			AIM VI Growth Series I 2004			AIM VI International Growth Series I 2004
Income
Dividends	$	-		$	-		$	193,048
Expenses
Mortality and expense risk and administrative charges		268,449			30,247			478,160
Net investment income (loss)	$	(268,449	)	$	(30,247	)	$	(285,112	)
Realized gains (losses) on investment
Realized gain (loss) on sales of fund shares	$	(784,436	)	$	(342,571	)	$	705,428
Realized gain distributions		-						-
Realized gain (loss)	$	(784,436	)	$	(342,571	)	$	705,428
Change in unrealized appreciation (depreciation) during the period	$	1,843,390		$	502,382		$	5,623,819
Net increase (decrease) in net assets from operations	$	790,505		$	129,564		$	6,044,135

	AIM VI Premier Equity Series I 2004			Alger American Growth Portfolio 2004			Alger American Small Capitalization Portfolio 2004
Income
Dividends	$	98,829		$			$	-
Expenses
Mortality and expense risk and administrative charges		368,651			625,006			183,321
Net investment income (loss)	$	(269,822	)	$	(625,006	)	$	(183,321	)
Realized gains (losses) on investment
Realized gain (loss) on sales of fund shares	$	(1,255,530	)	$	(5,060,195	)	$	(1,052,791	)
Realized gain distributions		-			-			-
Realized gain (loss)	$	(1,255,530	)	$	(5,060,195	)	$	(1,052,791	)
Change in unrealized appreciation (depreciation) during the period	$	2,325,292		$	7,019,620		$	2,830,255
Net increase (decrease) in net assets from operations	$	799,940		$	1,334,419		$	1,594,143

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Operations

For the Year Ended December 31, 2004

	AllianceBernstein Global Bond Portfolio (A) 2004			AllianceBernstein Global Bond Portfolio (B) 2004			AllianceBernstein Growth & Income Portfolio (A) 2004
Income
Dividends	$	1,014,987		$	298,760		$	40,511
Expenses
Mortality and expense risk and administrative charges		254,635			80,626			68,687
Net investment income (loss)	$	760,352		$	218,134		$	(28,176	)
Realized gains (losses) on investment
Realized gain (loss) on sales of fund shares	$	251,172		$	86,251		$	22,046
Realized gain distributions		355,377			108,096			-
Realized gain (loss)	$	606,549		$	194,347		$	22,046
Change in unrealized appreciation (depreciation) during the period	$	(74,339	)	$	(24,895	)	$	405,976
Net increase (decrease) in net assets from operations	$	1,292,562		$	387,586		$	399,846

	AllianceBernstein Growth & Income Portfolio (B) 2004			AllianceBernstein Growth Portfolio (B) 2004			AllianceBernstein International Portfolio (B) 2004
Income
Dividends	$	344,985		$	-		$	879
Expenses
Mortality and expense risk and administrative charges		738,545			18,868			6,851
Net investment income (loss)	$	(393,560	)	$	(18,868	)	$	(5,972	)
Realized gains (losses) on investment
Realized gain (loss) on sales of fund shares	$	84,582		$	16,114		$	6,116
Realized gain distributions		-			-			-
Realized gain (loss)	$	84,582		$	16,114		$	6,116
Change in unrealized appreciation (depreciation) during the period	$	4,526,913		$	145,358		$	68,512
Net increase (decrease) in net assets from operations	$	4,217,935		$	142,604		$	68,656

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Operations

For the Year Ended December 31, 2004

	AllianceBernstein Premier Growth Portfolio (A) 2004			AllianceBernstein Premier Growth Portfolio (B) 2004			AllianceBernstein Real Estate Investment Portfolio (A) 2004
Income
Dividends	$	-		$	-		$	20,166
Expenses
Mortality and expense risk and administrative charges		708,408			466,385			12,574
Net investment income (loss)	$	(708,408	)	$	(466,385	)	$	7,592
Realized gains (losses) on investment
Realized gain (loss) on sales of fund shares	$	(5,693,992	)	$	(3,711,158	)	$	41,310
Realized gain distributions		-			-			-
Realized gain (loss)	$	(5,693,992	)	$	(3,711,158	)	$	41,310
Change in unrealized appreciation (depreciation) during the period	$	9,357,254		$	5,921,580		$	215,078
Net increase (decrease) in net assets from operations	$	2,954,854		$	1,744,037		$	263,980

	AllianceBernstein Technology Portfolio (B) 2004			AllianceBernstein Total Return Portfolio (B) 2004		AllianceBernstein Worldwide Privatization Portfolio (B) 2004
Income
Dividends	$	-		$	38,180	$	2,276
Expenses
Mortality and expense risk and administrative charges		281,716			25,738		35,554
Net investment income (loss)	$	(281,716	)	$	12,442	$	(33,278	)
Realized gains (losses) on investment
Realized gain (loss) on sales of fund shares	$	(2,774,797	)	$	779	$	24,213
Realized gain distributions		-			-		-
Realized gain (loss)	$	(2,774,797	)	$	779	$	24,213
Change in unrealized appreciation (depreciation) during the period	$	3,473,213		$	103,389	$	525,124
Net increase (decrease) in net assets from operations	$	416,700		$	116,610	$	516,059

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Operations

For the Year Ended December 31, 2004

	Colonial Small Cap Value Fund, VS (A) 2004			Colonial Small Cap Value Fund, VS (B) 2004			Colonial Strategic Income Fund, VS (A) 2004
Income
Dividends	$	41,961		$	58,627		$	5,097,093
Expenses
Mortality and expense risk and administrative charges		138,304			293,465			971,894
Net investment income (loss)	$	(96,343	)	$	(234,838	)	$	4,125,199
Realized gains (losses) on investment
Realized gain (loss) on sales of fund shares	$	79,832		$	45,383		$	(904,980	)
Realized gain distributions		255,598			504,686			-
Realized gain (loss)	$	335,430		$	550,069		$	(904,980	)
Change in unrealized appreciation (depreciation) during the period	$	1,429,311		$	3,034,628		$	2,114,928
Net increase (decrease) in net assets from operations	$	1,668,398		$	3,349,859		$	5,335,147

	Colonial Strategic Income Fund, VS (B) 2004		Columbia High Yield II Fund, VS (A) 2004			Columbia High Yield II Fund, VS (B) 2004
Income
Dividends	$	3,592,459	$	386,840		$	1,079,599
Expenses
Mortality and expense risk and administrative charges		697,207		113,828			331,300
Net investment income (loss)	$	2,895,252	$	273,012		$	748,299
Realized gains (losses) on investment
Realized gain (loss) on sales of fund shares	$	97,753	$	108,708		$	127,753
Realized gain distributions		-		-			-
Realized gain (loss)	$	97,753	$	108,708		$	127,753
Change in unrealized appreciation (depreciation) during the period	$	608,422	$	(1,785	)	$	171,400
Net increase (decrease) in net assets from operations	$	3,601,427	$	379,935		$	1,047,452

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Operations

For the Year Ended December 31, 2004

	Columbia International Fund, VS (A) 2004			Columbia International Fund, VS (B) 2004			Columbia Real Estate Equity Fund II, VS (B) 2004
Income
Dividends	$	533,788		$	56,448		$	78,918
Expenses
Mortality and expense risk and administrative charges		674,806			92,448			34,761
Net investment income (loss)	$	(141,018	)	$	(36,000	)	$	44,157
Realized gains (losses) on investment
Realized gain (loss) on sales of fund shares	$	2,412,004		$	197,855		$	64,686
Realized gain distributions		-			-			231,121
Realized gain (loss)	$	2,412,004		$	197,855		$	295,807
Change in unrealized appreciation (depreciation) during the period	$	2,857,611		$	503,274		$	208,436
Net increase (decrease) in net assets from operations	$	5,128,597		$	665,129		$	548,400

	Fidelity VIP Equity Income Fund - SC2 2004			Fidelity VIP III Dynamic Capital Appreciation Fund-SC2 2004			Fidelity VIP III Growth Opportunities Fund - SC2 2004
Income
Dividends	$	564,284		$	-		$	55,364
Expenses
Mortality and expense risk and administrative charges		658,871			16,275			273,379
Net investment income (loss)	$	(94,587	)	$	(16,275	)	$	(218,015	)
Realized gains (losses) on investment
Realized gain (loss) on sales of fund shares	$	75,380		$	10,004		$	12,627
Realized gain distributions		147,056			-			-
Realized gain (loss)	$	222,436		$	10,004		$	12,627
Change in unrealized appreciation (depreciation) during the period	$	3,595,209		$	8,432		$	1,061,494
Net increase (decrease) in net assets from operations	$	3,723,058		$	2,161		$	856,106

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Operations

For the Year Ended December 31, 2004

	Liberty All-Star Equity Fund, VS (A)1 2004			Liberty All-Star Equity Fund, VS (B)2 2004			Liberty Asset Allocation Fund, VS (A) 2004
Income
Dividends	$	-		$	-		$	1,749,318
Expenses
Mortality and expense risk and administrative charges		134,694			52,695			1,046,139
Net investment income (loss)	$	(134,694	)	$	(52,695	)	$	703,179
Realized gains (losses) on investment
Realized gain (loss) on sales of fund shares	$	(191,691	)	$	(224,736	)	$	(1,739,030	)
Realized gain distributions		-			-			-
Realized gain (loss)	$	(191,691	)	$	(224,736	)	$	(1,739,030	)
Change in unrealized appreciation (depreciation) during the period	$	1,999,212		$	437,133		$	6,829,227
Net increase (decrease) in net assets from operations	$	1,672,827		$	159,702		$	5,793,376

	Liberty Asset Allocation Fund, VS (B) 2004		Liberty Federal Securities Fund, VS (A) 2004			Liberty Federal Securities Fund, VS (B) 2004
Income
Dividends	$	1,134,532	$	2,516,617		$	3,937,587
Expenses
Mortality and expense risk and administrative charges		786,276		698,877			1,295,677
Net investment income (loss)	$	348,256	$	1,817,740		$	2,641,910
Realized gains (losses) on investment
Realized gain (loss) on sales of fund shares	$	272,056	$	472,601		$	(161,449	)
Realized gain distributions		-		57,712			94,873
Realized gain (loss)	$	272,056	$	530,313		$	(66,576	)
Change in unrealized appreciation (depreciation) during the period	$	3,243,741	$	(1,146,630	)	$	(759,989	)
Net increase (decrease) in net assets from operations	$	3,864,053	$	1,201,423		$	1,815,345

1 Fund was closed on 04/23/2004

2 Fund was closed on 04/23/2004

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Operations

For the Year Ended December 31, 2004

	Liberty Growth & Income Fund, VS (A) 2004		Liberty Growth & Income Fund, VS (B) 2004			Liberty Money Market Fund, VS (A) 2004
Income
Dividends	$	2,259,627	$	566,121		$	1,136,323
Expenses
Mortality and expense risk and administrative charges		1,912,564		592,069			1,895,607
Net investment income (loss)	$	347,063	$	(25,948	)	$	(759,284	)
Realized gains (losses) on investment
Realized gain (loss) on sales of fund shares	$	4,566,769	$	816,175		$	-
Realized gain distributions		-		-			-
Realized gain (loss)	$	4,566,769	$	816,175		$	-
Change in unrealized appreciation (depreciation) during the period	$	9,893,973	$	3,235,727		$	-
Net increase (decrease) in net assets from operations	$	14,807,805	$	4,025,954		$	(759,284	)

	Liberty Select Value Fund, VS (A) 2004		Liberty Select Value Fund, VS (B) 2004			Liberty Small Company Growth Fund, VS (A) 2004
Income
Dividends	$	669	$	91,598		$	-
Expenses
Mortality and expense risk and administrative charges		-		551,863			114,185
Net investment income (loss)	$	669	$	(460,265	)	$	(114,185	)
Realized gains (losses) on investment
Realized gain (loss) on sales of fund shares	$	-	$	299,577		$	32,871
Realized gain distributions		718		167,369			-
Realized gain (loss)	$	718	$	466,946		$	32,871
Change in unrealized appreciation (depreciation) during the period	$	19,012	$	4,232,751		$	771,369
Net increase (decrease) in net assets from operations	$	20,399	$	4,239,432		$	690,055

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Operations

For the Year Ended December 31, 2004

	Liberty S&P 500 Index Fund, VS (A) 2004		Liberty S&P 500 Index Fund, VS (B) 2004			MFS Bond Series IC 2004
Income
Dividends	$	1,243	$	524,023		$	214,758
Expenses
Mortality and expense risk and administrative charges		-		645,879			49,389
Net investment income (loss)	$	1,243	$	(121,856	)	$	165,369
Realized gains (losses) on investment
Realized gain (loss)	$	-	$	146,706		$	62,641
Realized gain distributions		-		-			-
Realized gain (loss)	$	-	$	146,706		$	62,641
Change in unrealized appreciation (depreciation) during the period	$	7,116	$	3,307,466		$	(70,262	)
Net increase (decrease) in net assets from operations	$	8,359	$	3,332,316		$	157,748

	MFS Investors Growth Stock Series SC 2004			MFS Investors Trust Series SC 2004			MFS New New Discovery Series SC 2004
Income
Dividends	$	-		$	67,786		$	-
Expenses
Mortality and expense risk and administrative charges		254,060			251,553			125,911
Net investment income (loss)	$	(254,060	)	$	(183,767	)	$	(125,911	)
Realized gains (losses) on investment
Realized gain (loss)	$	40,711		$	63,173		$	(21,913	)
Realized gain distributions		-			-			-
Realized gain (loss)	$	40,711		$	63,173		$	(21,913	)
Change in unrealized appreciation (depreciation) during the period	$	1,242,953		$	1,526,390		$	402,288
Net increase (decrease) in net assets from operations	$	1,029,604		$	1,405,796		$	254,464

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Operations

For the Year Ended December 31, 2004

	MFS Emerging Growth Series IC 2004			MFS Emerging Growth Series SC 2004			MFS Research Series IC 2004
Income
Dividends	$	-		$	-		$	237,022
Expenses
Mortality and expense risk and administrative charges		193,628			98,288			310,732
Net investment income (loss)	$	(193,628	)	$	(98,288	)	$	(73,710	)
Realized gains (losses) on investment
Realized gain (loss)	$	(722,233	)	$	(81,637	)	$	(1,548,807	)
Realized gain distributions		-			-			-
Realized gain (loss)	$	(722,233	)	$	(81,637	)	$	(1,548,807	)
Change in unrealized appreciation (depreciation) during the period	$	2,272,541		$	780,188		$	4,411,124
Net increase (decrease) in net assets from operations	$	1,356,680		$	600,263		$	2,788,607

	Rydex Arktos Fund 2004			Rydex Banking Fund, VS (A) 2004			Rydex Basic Materials Fund 2004
Income
Dividends	$	-		$	505		$	247
Expenses
Mortality and expense risk and administrative charges		18,771			743			1,502
Net investment income (loss)	$	(18,771	)	$	(238	)	$	(1,255	)
Realized gains (losses) on investment
Realized gain (loss)	$	(413,823	)	$	10,929		$	(3,578	)
Realized gain distributions		-			3,878			14,017
Realized gain (loss)	$	(413,823	)	$	14,807		$	10,439
Change in unrealized appreciation (depreciation) during the period	$	(311,207	)	$	5,637		$	(245	)
Net increase (decrease) in net assets from operations	$	(743,801	)	$	20,206		$	8,939

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Operations

For the Year Ended December 31, 2004

/	Newport Tiger Fund, VS (A) 2004			Newport Tiger Fund, VS (B) 2004			Rydex Biotechnology Fund 2004
Income
Dividends	$	81,296		$	28,808		$	-
Expenses
Mortality and expense risk and administrative charges		106,656			45,431			255
Net investment income (loss)	$	(25,360	)	$	(16,623	)	$	(255	)
Realized gains (losses) on investment
Realized gain (loss)	$	223,778		$	11,776		$	(55,699	)
Realized gain distributions		-			-			-
Realized gain (loss)	$	223,778		$	11,776		$	(55,699	)
Change in unrealized appreciation (depreciation) during the period	$	668,388		$	362,687		$	(39	)
Net increase (decrease) in net assets from operations	$	866,806		$	357,840		$	(55,993	)

	Rydex Energy Fund 2004			Rydex Energy Services Fund 2004			Rydex Financial Services Fund, VS (A) 2004
Income
Dividends	$	14		$	-		$	137
Expenses
Mortality and expense risk and administrative charges		11,313			3,504			345
Net investment income (loss)	$	(11,299	)	$	(3,504	)	$	(208	)
Realized gains (losses) on investment
Realized gain (loss)	$	181,918		$	112,858		$	(3,536	)
Realized gain distributions		99			-			-
Realized gain (loss)	$	182,017		$	112,858		$	(3,536	)
Change in unrealized appreciation (depreciation) during the period	$	29,957		$	2,358		$	2,483
Net increase (decrease) in net assets from operations	$	200,675		$	111,712		$	(1,261	)

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Operations

For the Year Ended December 31, 2004

	Rydex Consumer Products Fund 2004			Rydex Electronic Fund 2004			Rydex Internet Fund 2004
Income
Dividends	$	1		$	-		$	-
Expenses
Mortality and expense risk and administrative charges		1,780			1,336			1,937
Net investment income (loss)	$	(1,779	)	$	(1,336	)	$	(1,937	)
Realized gains (losses) on investment
Realized gain (loss)	$	6,258		$	(30,298	)	$	(135,282	)
Realized gain distributions		55			-			-
Realized gain (loss)	$	6,313		$	(30,298	)	$	(135,282	)
Change in unrealized appreciation (depreciation) during the period	$	1,340		$	(1,082	)	$	(906	)
Net increase (decrease) in net assets from operations	$	5,874		$	(32,716	)	$	(138,125	)

	Rydex Health Care Fund, VS (A) 2004			Rydex Large Cap Japan Fund 2004			Rydex Medius Fund 2004
Income
Dividends	$	-		$	-		$	-
Expenses
Mortality and expense risk and administrative charges		134			1,159			1,323
Net investment income (loss)	$	(134	)	$	(1,159	)	$	(1,323	)
Realized gains (losses) on investment
Realized gain (loss)	$	(3,761	)	$	25,916		$	(62,009	)
Realized gain distributions		2			-			2,026
Realized gain (loss)	$	(3,759	)	$	25,916		$	(59,983	)
Change in unrealized appreciation (depreciation) during the period	$	(470	)	$	2,000		$	24,892
Net increase (decrease) in net assets from operations	$	(4,363	)	$	26,757		$	(36,414	)

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Operations

For the Year Ended December 31, 2004

	Rydex Juno Fund 2004			Rydex Large Cap Europe Fund 2004			Rydex OTC Fund 2004
Income
Dividends	$	-		$	12,499		$	-
Expenses
Mortality and expense risk and administrative charges		5,295			471			54,950
Net investment income (loss)	$	(5,295	)	$	12,028		$	(54,950	)
Realized gains (losses) on investment
Realized gain (loss)	$	(95,091	)	$	2,517		$	(142,931	)
Realized gain distributions		28,453			86			-
Realized gain (loss)	$	(66,638	)	$	2,603		$	(142,931	)
Change in unrealized appreciation (depreciation) during the period	$	(27,396	)	$	(5,706	)	$	270,383
Net increase (decrease) in net assets from operations	$	(99,329	)	$	8,925		$	72,502

	Rydex Mekros Fund 2004			Rydex Nova Fund 2004			Rydex Retailing Fund 2004
Income
Dividends	$	-		$	51		$	-
Expenses
Mortality and expense risk and administrative charges		3,384			4,359			362
Net investment income (loss)	$	(3,384	)	$	(4,308	)	$	(362	)
Realized gains (losses) on investment
Realized gain (loss)	$	50,593		$	(49,523	)	$	(47,101	)
Realized gain distributions		6,287			-			41,688
Realized gain (loss)	$	56,880		$	(49,523	)	$	(5,413	)
Change in unrealized appreciation (depreciation) during the period	$	102,562		$	(6,677	)	$	1,528
Net increase (decrease) in net assets from operations	$	156,058		$	(60,508	)	$	(4,247	)

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Operations

For the Year Ended December 31, 2004

	Rydex Precious Metals Fund 2004			Rydex Real Estate Fund 2004		Rydex Technology Fund 2004
Income
Dividends	$	-		$	2,005	$	-
Expenses
Mortality and expense risk and administrative charges		11,511			1,050		97
Net investment income (loss)	$	(11,511	)	$	955	$	(97	)
Realized gains (losses) on investment
Realized gain (loss)	$	95,737		$	11,233	$	(9,305	)
Realized gain distributions		-			2,632		2,766
Realized gain (loss)	$	95,737		$	13,865	$	(6,539	)
Change in unrealized appreciation (depreciation) during the period	$	(67,922	)	$	17,819	$	7
Net increase (decrease) in net assets from operations	$	16,304		$	32,639	$	(6,629	)

	Rydex Telecommunication Fund 2004			Rydex Titan 500 Fund 2004			Rydex Ursa Fund 2004
Income
Dividends	$	-		$	-		$	-
Expenses
Mortality and expense risk and administrative charges		6,558			5,159			3,543
Net investment income (loss)	$	(6,558	)	$	(5,159	)	$	(3,543	)
Realized gains (losses) on investment
Realized gain (loss)	$	(295,204	)	$	109,953		$	(85,289	)
Realized gain distributions		-			19,126			-
Realized gain (loss)	$	(295,204	)	$	129,079		$	(85,289	)
Change in unrealized appreciation (depreciation) during the period	$	422		$	4,966		$	2,668
Net increase (decrease) in net assets from operations	$	(301,340	)	$	128,886		$	(86,164	)

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Operations

For the Year Ended December 31, 2004

	Rydex Transportation Fund 2004			Rydex US Gov't Bond Fund 2004			Rydex US Gov't Money Market Fund 2004
Income
Dividends	$	-		$	48,230		$	79,107
Expenses
Mortality and expense risk and administrative charges		345			13,062			237,229
Net investment income (loss)	$	(345	)	$	35,168		$	(158,122	)
Realized gains (losses) on investment
Realized gain (loss)	$	(14,806	)	$	141,107		$	-
Realized gain distributions		76			5,678			-
Realized gain (loss)	$	(14,730	)	$	146,785		$	-
Change in unrealized appreciation (depreciation) during the period	$	3,455		$	(84,349	)	$	-
Net increase (decrease) in net assets from operations	$	(11,620	)	$	97,604		$	(158,122	)

	Rydex Velocity Fund 2004		SteinRoe Growth Stock Fund VS (A) 2004			SteinRoe Growth Stock Fund VS (B) 2004
Income
Dividends	$	6,208	$	67,736		$	-
Expenses
Mortality and expense risk and administrative charges		4,889		627,755			310,228
Net investment income (loss)	$	1,319	$	(560,019	)	$	(310,228	)
Realized gains (losses) on investment
Realized gain (loss)	$	313,463	$	(10,102,459	)	$	(897,645	)
Realized gain distributions		276		-			-
Realized gain (loss)	$	313,739	$	(10,102,459	)	$	(897,645	)
Change in unrealized appreciation (depreciation) during the period	$	57,033	$	8,927,398		$	275,561
Net increase (decrease) in net assets from operations	$	372,091	$	(1,735,080	)	$	(932,312	)

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Operations

For the Year Ended December 31, 2004

	Rydex Utilities Fund 2004			Templeton Developing Markets Securities Fund 2 2004			UBS Global AM Tactical Allocation 2004
Income
Dividends	$	314		$	42,839		$	83,868
Expenses
Mortality and expense risk and administrative charges		469			42,154			173,887
Net investment income (loss)	$	(155	)	$	685		$	(90,019	)
Realized gains (losses) on investment
Realized gain (loss)	$	2,208		$	(10,667	)	$	(660,522	)
Realized gain distributions		-			-			-
Realized gain (loss)	$	2,208		$	(10,667	)	$	(660,522	)
Change in unrealized appreciation (depreciation) during the period	$	11,082		$	493,317		$	1,697,028
Net increase (decrease) in net assets from operations	$	13,135		$	483,335		$	946,487

	Wanger International Small Cap Fund 2004			Wanger International Select Fund 2004			Wanger Select Fund 2004
Income
Dividends	$	119,130		$	14,422		$	-
Expenses
Mortality and expense risk and administrative charges		285,465			76,631			387,668
Net investment income (loss)	$	(166,335	)	$	(62,209	)	$	(387,668	)
Realized gains (losses) on investment
Realized gain (loss)	$	166,785		$	27,519		$	74,137
Realized gain distributions		-			-			22,465
Realized gain (loss)	$	166,785		$	27,519		$	96,602
Change in unrealized appreciation (depreciation) during the period	$	4,409,963		$	1,026,298		$	4,187,583
Net increase (decrease) in net assets from operations	$	4,410,413		$	991,608		$	3,896,517

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Operations

For the Year Ended December 31, 2004

	Wanger Smaller Companies Fund 2004			Exeter Growth Fund 2004		Exeter Moderate Growth Fund 2004
Income
Dividends	$	-		$	-	$	-
Expenses
Mortality and expense risk and administrative charges		839,506			-		-
Net investment income (loss)	$	(839,506	)	$	-	$	-
Realized gains (losses) on investment
Realized gain (loss)	$	739,752		$	-	$	-
Realized gain distributions		-			-		-
Realized gain (loss)	$	739,752		$	-	$	-
Change in unrealized appreciation (depreciation) during the period	$	8,181,258		$	-	$	-
Net increase (decrease) in net assets from operations	$	8,081,504		$	-	$	-

	Rydex Leisure Fund 2004			Colonial Global Equity Fund, VS (B) 2004		Colonial High Yield Securities Fund, VS (A) 2004
Income
Dividends	$	-		$	-	$	-
Expenses
Mortality and expense risk and administrative charges		1,664			-		-
Net investment income (loss)	$	(1,664	)	$	-	$	-
Realized gains (losses) on investment
Realized gain (loss)	$	(31,130	)	$	-	$	-
Realized gain distributions		-			-		-
Realized gain (loss)	$	(31,130	)	$	-	$	-
Change in unrealized appreciation (depreciation) during the period	$	-		$	-	$	-
Net increase (decrease) in net assets from operations	$	(32,794	)	$	-	$	-

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Operations

For the Year Ended December 31, 2004

	Crabbe Huson Real Estate Investment Fund, VS (B) 2004		Liberty All-Star Equity Fund, VA (A) 2004		Liberty All-Star Equity Fund, VS (B) 2004
Income
Dividends	$	-	$	-	$	-
Expenses
Mortality and expense risk and administrative charges		-		-		-
Net investment income (loss)	$	-	$	-	$	-
Realized gains (losses) on investment
Realized gain (loss)	$	-	$	-	$	-
Realized gain distributions		-		-		-
Realized gain (loss)	$	-	$	-	$	-
Change in unrealized appreciation (depreciation) during the period	$	-	$	-	$	-
Net increase (decrease) in net assets from operations	$	-	$	-	$	-

	Colonial High Yield Serurities Fund, VS (B) 2004		Colonial International Horizons Fund, VS (B) 2004		Liberty Newport Japan Opportunities Fund, VS (A) 2004
Income
Dividends	$	-	$	-	$	-
Expenses
Mortality and expense risk and administrative charges		-		-		-
Net investment income (loss)	$	-	$	-	$	-
Realized gains (losses) on investment
Realized gain (loss)	$	-	$	-	$	-
Realized gain distributions		-		-		-
Realized gain (loss)	$	-	$	-	$	-
Change in unrealized appreciation (depreciation) during the period	$	-	$	-	$	-
Net increase (decrease) in net assets from operations	$	-	$	-	$	-

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Operations

For the Year Ended December 31, 2004

	Liberty Value Fund, VS (A) 2004		Liberty Value Fund, VS (B) 2004		SteinRoe Global Utilities Fund, VS 2004
Income
Dividends	$	-	$	-	$	-
Expenses
Mortality and expense risk and administrative charges		-		-		-
Net investment income (loss)	$	-	$	-	$	-
Realized gains (losses) on investment
Realized gain (loss)	$	-	$	-	$	-
Realized gain distributions		-		-		-
Realized gain (loss)	$	-	$	-	$	-
Change in unrealized appreciation (depreciation) during the period	$	-	$	-	$	-
Net increase (decrease) in net assets from operations	$	-	$	-	$	-

	Liberty Newport Japan Opportunities Fund, VS (B) 2004		Rydex Biotechnology Fund 2004		Rydex Financial Services Fund, VS (B) 2004
Income
Dividends	$	-	$	-	$	-
Expenses
Mortality and expense risk and administrative charges		-		-		-
Net investment income (loss)	$	-	$	-	$	-
Realized gains (losses) on investment
Realized gain (loss)	$	-	$	-	$	-
Realized gain distributions		-		-		-
Realized gain (loss)	$	-	$	-	$	-
Change in unrealized appreciation (depreciation) during the period	$	-	$	-	$	-
Net increase (decrease) in net assets from operations	$	-	$	-	$	-

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	AIM VI Capital						AIM VI
	Appreciation Series I						Growth Series I
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(268,449	)	$	(252,436	)	$	(30,247	)	$	(30,082	)
Realized gain (loss)		(784,436	)		(1,676,073	)		(342,571	)		(472,665	)
Change in unrealized appreciation (depreciation)
during the period		1,843,390			5,756,247			502,382			1,035,128
Net increase (decrease) in net assets from operations	$	790,505		$	3,827,738		$	129,564		$	532,381
Contract transactions:
Payments received from contract owners	$	540,556		$	681,913		$	25,439		$	117,749
Transfers between accounts, net		699,034			(544,884	)		(60,397	)		(51,143	)
Transfer for contract terminations and annuity payouts		(1,818,099	)		(1,996,186	)		(326,189	)		(350,752	)
Net increase (decrease) in net assets from
contract transactions	$	(578,509	)	$	(1,859,157	)	$	(361,147	)	$	(284,146	)
Increase (decrease) in amounts retained in
Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	211,996		$	1,968,581		$	(231,583	)	$	248,235
Net assets at beginning of period		17,162,283			15,193,702			2,250,656			2,002,421
Net assets at end of period	$	17,374,279		$	17,162,283		$	2,019,073		$	2,250,656

	AIM VI International						AIM VI Premier
	Growth Series I						Equity Series I
		2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(285,112	)	$	(237,914	)	$	(269,822	)	$	(301,814	)
Realized gain (loss)		705,428			143			(1,255,530	)		(2,144,663	)
Change in unrealized appreciation (depreciation)
during the period		5,623,819			6,490,837			2,325,292			7,051,141
Net increase (decrease) in net assets from operations	$	6,044,135		$	6,253,066		$	799,940		$	4,604,664
Contract transactions:
Payments received from contract owners	$	752,026		$	3,960,890		$	420,465		$	936,800
Transfers between accounts, net		(1,391,143	)		(457,819	)		(724,344	)		(1,995,739	)
Transfer for contract terminations and annuity payouts		(2,314,176	)		(2,549,766	)		(2,356,870	)		(2,090,505	)
Net increase (decrease) in net assets from
contract transactions	$	(2,953,293	)	$	953,305		$	(2,660,749	)	$	(3,149,444	)
Increase (decrease) in amounts retained in
Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	3,090,842		$	7,206,371		$	(1,860,809	)	$	1,455,220
Net assets at beginning of period		29,032,673			21,826,302			23,627,775			22,172,555
Net assets at end of period	$	32,123,515		$	29,032,673		$	21,766,966		$	23,627,775

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	Alger American						Alger American Small
	Growth Portfolio						Capitalization Portfolio
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(625,006	)	$	(611,884	)	$	(183,321	)	$	(166,378	)
Realized gain (loss)		(5,060,195	)		(6,863,169	)		(1,052,791	)		(2,045,821	)
Change in unrealized appreciation (depreciation)
during the period		7,019,620			19,023,828			2,830,255			5,699,992
Net increase (decrease) in net assets from operations	$	1,334,419		$	11,548,775		$	1,594,143		$	3,487,793
Contract transactions:
Payments received from contract owners	$	547,242		$	402,311		$	143,073		$	156,531
Transfers between accounts, net		(817,035	)		(478,614	)		(11,487	)		278,056
Transfer for contract terminations and annuity payouts		(6,642,879	)		(4,734,640	)		(2,028,566	)		(1,494,906	)
Net increase (decrease) in net assets from
contract transactions	$	(6,912,672	)	$	(4,810,943	)	$	(1,896,980	)	$	(1,060,319	)
Increase (decrease) in amounts retained in
Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	(5,578,253	)	$	6,737,832		$	(302,837	)	$	2,427,474
Net assets at beginning of period		44,978,824			38,240,992			12,282,493			9,855,019
Net assets at end of period	$	39,400,571		$	44,978,824		$	11,979,656		$	12,282,493

	AllianceBernstein Global						AllianceBernstein Global
	Bond Portfolio (A)						Bond Portfolio (B)
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	760,352		$	893,483		$	218,134		$	235,798
Realized gain (loss)		606,549			145,708			194,347			74,854
Change in unrealized appreciation (depreciation)
during the period		(74,339	)		1,109,893			(24,895	)		304,399
Net increase (decrease) in net assets from operations	$	1,292,562		$	2,149,084		$	387,586		$	615,051
Contract transactions:
Payments received from contract owners	$	63,032		$	92,895		$	37,154		$	149,847
Transfers between accounts, net		594,892			991,822			(831,987	)		(855,197	)
Transfer for contract terminations and annuity payouts		(3,952,653	)		(4,096,263	)		-			-
Net increase (decrease) in net assets from
contract transactions	$	(3,294,729	)	$	(3,011,546	)	$	(794,833	)	$	(705,350	)
Increase (decrease) in amounts retained in
Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	(2,002,167	)	$	(862,462	)	$	(407,247	)	$	(90,299	)
Net assets at beginning of period		19,282,430			20,144,892			5,664,409			5,754,708
Net assets at end of period	$	17,280,263		$	19,282,430		$	5,257,162		$	5,664,409

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	AllianceBernstein Growth &						AllianceBernstein Growth &
	Income Portfolio (A)						Income Portfolio (B)
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(28,176	)	$	(20,839	)	$	(393,560	)	$	(272,060	)
Realized gain (loss)		22,046			(165,592	)		84,582			(107,577	)
Change in unrealized appreciation (depreciation)
during the period		405,976			1,222,226			4,526,913			10,755,541
Net increase (decrease) in net assets from operations	$	399,846		$	1,035,795		$	4,217,935		$	10,375,904
Contract transactions:
Payments received from contract owners	$	900,466		$	3,828,937		$	91,525		$	226,616
Transfers between accounts, net		3,710,894			387,689			(1,728,931	)		2,438,359
Transfer for contract terminations and annuity payouts		(4,990,218	)		(4,995,971	)		(476,446	)		(531,090	)
Net increase (decrease) in net assets from
contract transactions	$	(378,858	)	$	(779,345	)	$	(2,113,852	)	$	2,133,885
Increase (decrease) in amounts retained in
Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	20,988		$	256,450		$	2,104,083	)	$	12,509,789
Net assets at beginning of period		4,298,501			4,042,051			45,983,625			33,473,836
Net assets at end of period	$	4,319,489		$	4,298,501		$	48,087,708		$	45,983,625

	AllianceBernstein Growth						AllianceBernstein International
	Portfolio (B)						Portfolio (B)
		2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(18,868	)	$	(14,747	)	$	(5,972	)	$	(5,093	)
Realized gain (loss)		16,114			(17,513	)		6,116			5,010
Change in unrealized appreciation (depreciation)
during the period		145,358			288,964			68,512			102,393
Net increase (decrease) in net assets from operations	$	142,604		$	256,704		$	68,656		$	102,310
Contract transactions:
Payments received from contract owners	$	-		$	-		$	-		$	15,762
Transfers between accounts, net		11,941			240,715			55,763			25,228
Transfer for contract terminations and annuity payouts		(123,337	)		(86,135	)		(19,070	)		(46,914	)
Net increase (decrease) in net assets from
contract transactions	$	(111,396	)	$	154,580		$	36,693		$	(5,924	)
Increase (decrease) in amounts retained in
Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	31,208		$	411,284		$	105,349		$	96,386
Net assets at beginning of period		1,150,073			738,789			419,704			323,318
Net assets at end of period	$	1,181,281		$	1,150,073		$	525,053		$	419,704

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	AllianceBernstein Premier						AllianceBernstein Premier
	Growth Portfolio (A)						Growth Portfolio (B)
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(708,408	)	$	(759,301	)	$	(466,385	)	$	(467,317	)
Realized gain (loss)		(5,693,992	)		(8,224,952	)		(3,711,158	)		(3,418,865	)
Change in unrealized appreciation (depreciation)
during the period		9,357,254			19,067,152			5,921,580			9,645,899
Net increase (decrease) in net assets from operations	$	2,954,854		$	10,082,899		$	1,744,037		$	5,759,717
Contract transactions:
Payments received from contract owners	$	1,155,560		$	1,892,431		$	319,085		$	188,993
Transfers between accounts, net		1,042,612			(187,863	)		(5,060,417	)		(3,285,879	)
Transfer for contract terminations and annuity payouts		(12,781,706	)		(10,905,635	)		(112,217	)		(84,788	)
Net increase (decrease) in net assets from
contract transactions	$	(10,583,534	)	$	(9,201,067	)	$	(4,853,549	)	$	(3,181,674	)
Increase (decrease) in amounts retained in
Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	(7,628,680	)	$	881,832		$	(3,109,512	)	$	2,578,043
Net assets at beginning of period		53,016,937			52,135,105			31,771,421			29,193,378
Net assets at end of period	$	45,388,257		$	53,016,937		$	28,661,909		$	31,771,421

	AllianceBernstein Real Estate						AllianceBernstein
	Investment Portfolio (A)						Technology Portfolio (B)
		2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	7,592		$	9,663		$	(281,716	)	$	(261,372	)
Realized gain (loss)		41,310			30,538			(2,774,797	)		(1,204,214	)
Change in unrealized appreciation (depreciation)
during the period		215,078			207,039			3,473,213			6,530,242
Net increase (decrease) in net assets from operations	$	263,980		$	247,240		$	416,700		$	5,064,656
Contract transactions:
Payments received from contract owners	$	2,862		$	-		$	694,187		$	687,785
Transfers between accounts, net		107,312			(48,677	)		(1,121,842	)		524,052
Transfer for contract terminations and annuity payouts		(194,376	)		(122,205	)		(1,676,163	)		(1,441,313	)
Net increase (decrease) in net assets from
contract transactions	$	(84,202	)	$	(170,882	)	$	(2,103,818	)	$	(229,476	)
Increase (decrease) in amounts retained in
Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	179,778		$	76,358		$	(1,687,118	)	$	4,835,180
Net assets at beginning of period		841,633			765,275			17,397,766			12,562,586
Net assets at end of period	$	1,021,411		$	841,633		$	15,710,648		$	17,397,766

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	AllianceBernstein Total						AllianceBernstein Worldwide
	Return Portfolio (B)						Privatization Portfolio (B)
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	12,442		$	18,493		$	(33,278	)	$	(6,645	)
Realized gain (loss)		779			19,638			24,213			21,419
Change in unrealized appreciation (depreciation)
during the period		103,389			184,067			525,124			491,362
Net increase (decrease) in net assets from operations	$	116,610		$	222,198		$	516,059		$	506,136
Contract transactions:
Payments received from contract owners	$	-		$	126,175		$	90,331		$	595,775
Transfers between accounts, net		304,661			201,260			732,790			177,051
Transfer for contract terminations and annuity payouts		(47,772	)		(495,906	)		(212,361	)		(389,107	)
Net increase (decrease) in net assets from
contract transactions	$	256,889		$	(168,471	)	$	610,760		$	383,719
Increase (decrease) in amounts retained in
Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	373,499		$	53,727		$	1,126,819		$	889,855
Net assets at beginning of period		1,427,115			1,373,388			1,851,594			961,739
Net assets at end of period	$	1,800,614		$	1,427,115		$	2,978,413		$	1,851,594

	Colonial Global Equity					Colonial High Yield
	Fund, VS (B) 1					Securities Fund, VS (A)2
		2004		2003			2004		2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	-	$	6,611		$	-	$	210,480
Realized gain (loss)		-		(3,597,148	)		-		(4,036,999	)
Change in unrealized appreciation (depreciation)
during the period		-		3,579,125			-		4,444,371
Net increase (decrease) in net assets from operations	$	-	$	(11,412	)	$	-	$	617,852
Contract transactions:
Payments received from contract owners	$	-	$	2,460		$	-	$	315,467
Transfers between accounts, net		-		(1,525,141	)		-		(10,432,104	)
Transfer for contract terminations and annuity payouts		-		(36,363	)		-		(531,423	)
Net increase (decrease) in net assets from
contract transactions	$	-	$	(1,559,044	)	$	-	$	(10,648,060	)
Increase (decrease) in amounts retained in
Variable Account A, net	$	-	$	(2,855,363	)	$	-	$	-
Total increase (decrease) in net assets	$	-	$	(4,425,819	)	$	-	$	(10,030,208	)
Net assets at beginning of period		-		4,425,819			-		10,030,208
Net assets at end of period	$	-	$	-		$	-	$	-

1	Merged with Columbia International Fund, VS (A) effective 04/04/2003
2	Merged with Columbia High Yield Fund II, VS (A) effective 04/14/2003

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	Colonial High Yield					Colonial International
	Securities Fund, VS (B)3					Horizons Fund, VS (B)4
	2004		2003			2004		2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	-	$	286,178		$	-	$	2,041
Realized gain (loss)		-		(1,554,839	)		-		(4,138,936	)
Change in unrealized appreciation (depreciation)
during the period		-		2,086,302			-		4,036,749
Net increase (decrease) in net assets from operations	$	-	$	817,641		$	-	$	(100,146	)
Contract transactions:
Payments received from contract owners	$	-	$	898,187		$	-	$	641
Transfers between accounts, net		-		(13,968,177	)		-		(3,592,183	)
Transfer for contract terminations and annuity payouts		-		(575,583	)		-		(80,937	)
Net increase (decrease) in net assets from
contract transactions	$	-	$	(13,645,573	)	$	-	$	(3,672,479	)
Increase (decrease) in amounts retained in
Variable Account A, net	$	-	$	-		$	-	$	(2,634,597	)
Total increase (decrease) in net assets	$	-	$	(12,827,932	)	$	-	$	(6,407,222	)
Net assets at beginning of period		-		12,827,932			-		6,407,222
Net assets at end of period	$	-	$	-		$	-	$	-

	Colonial Small Cap						Colonial Small Cap
	Value Fund, VS (A)						Value Fund, VS (B)
		2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(96,343	)	$	(78,753	)	$	(234,838	)	$	(159,394	)
Realized gain (loss)		335,430			83,752			550,069			332,128
Change in unrealized appreciation (depreciation)
during the period		1,429,311			2,033,264			3,034,628			4,039,315
Net increase (decrease) in net assets from operations	$	1,668,398		$	2,038,263		$	3,349,859		$	4,212,049
Contract transactions:
Payments received from contract owners	$	75,126		$	129,779		$	528,181		$	1,681,508
Transfers between accounts, net		1,495,026			(135,460	)		1,728,274			439,458
Transfer for contract terminations and annuity payouts		(657,268	)		(607,380	)		(1,594,993	)		(1,142,932	)
Net increase (decrease) in net assets from
contract transactions	$	912,884		$	(613,061	)	$	661,462		$	978,034
Increase (decrease) in amounts retained in
Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	2,581,282		$	1,425,202		$	4,011,321		$	5,190,083
Net assets at beginning of period		7,639,543			6,214,341			15,817,272			10,627,189
Net assets at end of period	$	10,220,825		$	7,639,543		$	19,828,593		$	15,817,272

3	Merged with Columbia High Yield Fund II, VS (B) effective 04/14/2003
4	Merged with Columbia International Fund, VS (B) effective 04/04/2003

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	Colonial						Colonial Strategic
	Strategic Income Fund, VS (A)						Income Fund, VS (B)
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	4,125,199		$	4,111,330		$	2,895,252		$	2,531,385
Realized gain (loss)		(904,980	)		(246,439	)		97,753			146,609
Change in unrealized appreciation (depreciation)
during the period		2,114,928			7,250,696			608,422			3,035,962
Net increase (decrease) in net assets from operations	$	5,335,147		$	11,115,587		$	3,601,427		$	5,713,956
Contract transactions:
Payments received from contract owners	$	419,171		$	424,051		$	1,003,719		$	6,739,978
Transfers between accounts, net		(205,461	)		(120,498	)		2,896,608			10,895,376
Transfer for contract terminations and annuity payouts		(12,388,060	)		(10,119,185	)		(4,997,824	)		(5,637,968	)
Net increase (decrease) in net assets from
contract transactions	$	(12,174,350	)	$	(9,815,632	)	$	(1,097,497	)	$	11,997,386
Increase (decrease) in amounts retained in
Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	(6,839,203	)	$	1,299,955		$	2,503,930		$	17,711,342
Net assets at beginning of period		72,464,904			71,164,949			45,130,395			27,419,053
Net assets at end of period	$	65,625,701		$	72,464,904		$	47,634,325		$	45,130,395

	Columbia High Yield						Columbia High Yield
	II Fund, VS (A) 5						II Fund, VS (B) 6
		2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	273,012		$	359,142		$	748,299		$	712,848
Realized gain (loss)		108,708			52,641			127,753			(10,812	)
Change in unrealized appreciation (depreciation)
during the period		(1,785	)		273,705			171,400			636,512
Net increase (decrease) in net assets from operations	$	379,935		$	685,488		$	1,047,452		$	1,338,548
Contract transactions:
Payments received from contract owners	$	79,891		$	358,808		$	437,904		$	3,188,058
Transfers between accounts, net		(971,817	)		11,089,592			(2,401,684	)		19,697,991
Transfer for contract terminations and annuity payouts		(1,540,893	)		(3,533,828	)		(2,051,390	)		(1,718,488	)
Net increase (decrease) in net assets from
contract transactions	$	(2,432,819	)	$	7,914,572		$	(4,015,170	)	$	21,167,561
Increase (decrease) in amounts retained in
Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	(2,052,884	)	$	8,600,060		$	(2,967,718	)	$	22,506,109
Net assets at beginning of period		8,600,060			-			22,506,109			-
Net assets at end of period	$	6,547,176		$	8,600,060		$	19,538,391		$	22,506,109

5	Commenced on 04/11/2003 and merged from Colonial High Yield Fund II, VS (A) effective 04/14/2003
6	Commenced on 04/11/2003 and merged from Colonial High Yield Fund II, VS (B) effective 04/14/2003

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	Columbia International						Columbia International
	Fund, VS (A) 7						Fund, VS (B)8
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(141,018	)	$	(49,781	)	$	(36,000	)	$	(14,943	)
Realized gain (loss)		2,412,004			388,497			197,855			71,254
Change in unrealized appreciation (depreciation)
during the period		2,857,611			13,193,081			503,274			1,609,982
Net increase (decrease) in net assets from operations	$	5,128,597		$	13,531,797		$	665,129		$	1,666,293
Contract transactions:
Payments received from contract owners	$	413,708		$	437,903		$	79,638		$	75,913
Transfers between accounts, net		(70,354	)		19,048,338			(194,876	)		4,655,160
Transfer for contract terminations and annuity payouts		(9,136,096	)		(5,399,786	)		(530,181	)		(310,661	)
Net increase (decrease) in net assets from
contract transactions	$	(8,792,742	)	$	14,086,455		$	(645,419	)	$	4,420,412
Increase (decrease) in amounts retained in
Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	(3,664,145	)	$	27,618,252		$	19,710		$	6,086,705
Net assets at beginning of period		49,655,929			22,037,677			6,086,705			-
Net assets at end of period	$	45,991,784		$	49,655,929		$	6,106,415		$	6,086,705

	Columbia Real Estate						Crabbe Huson Real
	Equity Fund II, VS (B) 9						Estate Fund, VS (B)10
		2004			2003			2004		2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	44,157		$	14,770		$	-	$	53,983
Realized gain (loss)		295,807			273,441			-		(61,826	)
Change in unrealized appreciation (depreciation)
during the period		208,436			177,641			-		53,741
Net increase (decrease) in net assets from operations	$	548,400		$	465,852		$	-	$	45,898
Contract transactions:
Payments received from contract owners	$	13,985		$	141,609		$	-	$	-
Transfers between accounts, net		(93,344	)		1,696,739			-		(1,590,926	)
Transfer for contract terminations and annuity payouts		(172,140	)		(320,768	)		-		(83,569	)
Net increase (decrease) in net assets from
contract transactions	$	(251,499	)	$	1,517,580		$	-	$	(1,674,495	)
Increase (decrease) in amounts retained in
Variable Account A, net	$	-		$	-		$	-	$	(2,332,970	)
Total increase (decrease) in net assets	$	296,901		$	1,983,432		$	-	$	(3,961,567	)
Net assets at beginning of period		1,983,432			-			-		3,961,567
Net assets at end of period	$	2,280,333		$	1,983,432		$	-	$	-

7	Name changed from Colonial International Fund for Growth, VS (A) effective 04/04/2003 and merged from SteinRoe Global Utilities effective 04/14/2003
8	Commenced on 04/11/2003 and merged from Colonial International Horizons effective 04/04/03 also merged from Colonial Global Equity effective 04/04/03
9	Commenced on 04/11/2003 and merged from Crabbe Huson Real Estate Fund, VS (B) effective 04/14/2003
10	Merged with Columbia Real Estate Equity Fund II, VS (B) effective 04/14/2003

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

						Exeter
	Exeter Growth Fund					Moderate Growth Fund
	2004		2003			2004		2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	-	$	5,402		$	-	$	3,528
Realized gain (loss)		-		(3,351	)		-		766
Change in unrealized appreciation (depreciation)
during the period		-		34,924			-		13,214
Net increase (decrease) in net assets from operations	$	-	$	36,975		$	-	$	17,508
Contract transactions:
Payments received from contract owners	$	-	$	-		$	-	$	-
Transfers between accounts, net		-		-			-		-
Transfer for contract terminations and annuity payouts		-		(352,263	)		-		(182,080	)
Net increase (decrease) in net assets from
contract transactions	$	-	$	(352,263	)	$	-	$	(182,080	)
Increase (decrease) in amounts retained in
Variable Account A, net	$	-	$	-		$	-	$	-
Total increase (decrease) in net assets	$	-	$	(315,288	)	$	-	$	(164,572	)
Net assets at beginning of period		-		315,288			-		164,572
Net assets at end of period	$	-	$	-		$	-	$	-

							Fidelity VIP III
	Fidelity VIP Equity						Dynamic Capital
	Income Fund - SC2						Appreciation Fund-SC2
		2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(94,587	)	$	(58,095	)	$	(16,275	)	$	(11,475	)
Realized gain (loss)		222,436			28,801			10,004			(1,266	)
Change in unrealized appreciation (depreciation)
during the period		3,595,209			7,573,496			8,432			164,643
Net increase (decrease) in net assets from operations	$	3,723,058		$	7,544,202		$	2,161		$	151,902
Contract transactions:
Payments received from contract owners	$	1,117,147		$	6,835,903		$	57,016		$	260,804
Transfers between accounts, net		4,145,093			6,233,721			101,480			341,409
Transfer for contract terminations and annuity payouts		(3,535,523	)		(3,436,542	)		(103,935	)		(68,275	)
Net increase (decrease) in net assets from
contract transactions	$	1,726,717		$	9,633,082		$	54,561		$	533,938
Increase (decrease) in amounts retained in
Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	5,449,775		$	17,177,284		$	56,722		$	685,840
Net assets at beginning of period		37,968,990			20,791,706			1,050,989			365,149
Net assets at end of period	$	43,418,765		$	37,968,990		$	1,107,711		$	1,050,989

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	Fidelity VIP III Growth						Liberty All-Star
	Opportunities Fund - SC2						Equity Fund, VS (A)11
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(218,015	)	$	(151,271	)	$	(134,694	)	$	(382,240	)
Realized gain (loss)		12,627			(38,513	)		(191,691	)		(1,311,192	)
Change in unrealized appreciation (depreciation)
during the period		1,061,494			3,295,190			1,999,212			11,750,589
Net increase (decrease) in net assets from operations	$	856,106		$	3,105,406		$	1,672,827		$	10,057,157
Contract transactions:
Payments received from contract owners	$	499,137		$	2,149,753		$	118,131		$	277,323
Transfers between accounts, net		1,004,291			2,488,545			(35,961,673	)		1,294,096
Transfer for contract terminations and annuity payouts		(1,117,632	)		(1,242,373	)		(1,631,416	)		(3,635,532	)
Net increase (decrease) in net assets from contract transactions	$	385,796		$	3,395,925		$	(37,474,958	)	$	(2,064,113	)
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	1,241,902		$	6,501,331		$	(35,802,131	)	$	7,993,044
Net assets at beginning of period		16,457,703			9,956,372			35,802,131			27,809,087
Net assets at end of period	$	17,699,605		$	16,457,703		$	-		$	35,802,131

	Liberty All-Star						Liberty Asset
	Equity Fund, VS (B)12							Allocation Fund, VS (A) 13
		2004			2003				2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(52,695	)	$	(42,740	)		$	703,179		$	1,368,720
Realized gain (loss)		(224,736	)		(115,414	)			(1,739,030	)		(3,518,507	)
Change in unrealized appreciation (depreciation)
during the period		437,133			1,151,140				6,829,227			14,950,740
Net increase (decrease) in net assets from operations	$	159,702		$	992,986			$	5,793,376		$	12,800,953
Contract transactions:
Payments received from contract owners	$	60,374		$	128,205			$	690,994		$	609,725
Transfers between accounts, net		(4,176,596	)		701,477				2,788,847			(2,262,536	)
Transfer for contract terminations and annuity payouts		(68,283	)		(378,653	)			(14,359,220	)		(11,019,747	)
Net increase (decrease) in net assets from contract transactions	$	(4,184,505	)	$	451,029			$	(10,879,379	)	$	(12,672,558	)
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-			$	-		$	-
Total increase (decrease) in net assets	$	(4,024,803	)	$	1,444,015			$	(5,086,003	)	$	128,395
Net assets at beginning of period		4,024,803			2,580,788				76,988,228			76,859,833
Net assets at end of period	$	-		$	4,024,803			$	71,902,225		$	76,988,228

11	Fund was closed on 04/23/2004
12	Fund was closed on 04/23/2004
13	Name changed from SteinRoe Balanced Fund, (A) effective 04/04/2003

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	Liberty Asset						Liberty Federal
	Allocation Fund, VS (B) 14						Securities Fund, VS (A)
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	348,256		$	648,923		$	1,817,740		$	1,813,023
Realized gain (loss)		272,056			74,478			530,313			420,791
Change in unrealized appreciation (depreciation) during the period		3,243,741			7,346,857			(1,146,630	)		(1,563,282	)
Net increase (decrease) in net assets from operations	$	3,864,053		$	8,070,258		$	1,201,423		$	670,532
Contract transactions:
Payments received from contract owners	$	1,048,053		$	5,197,919		$	365,410		$	483,586
Transfers between accounts, net		(427,906	)		55,986			(3,394,677	)		(3,930,744	)
Transfer for contract terminations and annuity payouts		(5,993,965	)		(6,445,316	)		(8,345,700	)		(10,424,738	)
Net increase (decrease) in net assets from contract transactions	$	(5,373,818	)	$	(1,191,411	)	$	(11,374,967	)	$	(13,871,896	)
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	(1,509,765	)	$	6,878,847		$	(10,173,544	)	$	(13,201,364	)
Net assets at beginning of period		51,977,662			45,098,815			53,577,372			66,778,736
Net assets at end of period	$	50,467,897		$	51,977,662		$	43,403,828		$	53,577,372

	Liberty Federal						Liberty Growth &
	Securities Fund, VS (B)						Income Fund, VS (A) 15
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	2,641,910		$	1,954,257		$	347,063		$	157,140
Realized gain (loss)		(66,576	)		(68,154	)		4,566,769			(759,199	)
Change in unrealized appreciation (depreciation) during the period		(759,989	)		(1,347,215	)		9,893,973			25,363,633
Net increase (decrease) in net assets from operations	$	1,815,345		$	538,888		$	14,807,805		$	24,761,574
Contract transactions:
Payments received from contract owners	$	2,299,495		$	14,517,529		$	967,208		$	986,397
Transfers between accounts, net		(2,951,656	)		3,309,425			4,245,959			51,477,613
Transfer for contract terminations and annuity payouts		(8,879,353	)		(13,490,689	)		(23,695,639	)		(14,187,884	)
Net increase (decrease) in net assets from contract transactions	$	(9,531,514	)	$	4,336,265		$	(18,482,472	)	$	38,276,126
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	(7,716,169	)	$	4,875,153		$	(3,674,667	)	$	63,037,700
Net assets at beginning of period		87,303,436			82,428,283			134,147,331			71,109,631
Net assets at end of period	$	79,587,267		$	87,303,436		$	130,472,664		$	134,147,331

14 Name changed from SteinRoe Balanced Fund (B) effective 04/04/2003

15 Name changed from Colonial US Growth & Income Fund VS (A) effective 04/04/2003

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	Liberty Growth &						Liberty Money Market
	Income Fund, VS (B) 16						Fund, VS (A) 17
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(25,948	)	$	(62,856	)	$	(759,284	)	$	(1,117,673	)
Realized gain (loss)		816,175			(41,499	)		-			-
Change in unrealized appreciation (depreciation) during the period		3,235,727			6,130,888			-			-
Net increase (decrease) in net assets from operations	$	4,025,954		$	6,026,533		$	(759,284	)	$	(1,117,673	)
Contract transactions:
Payments received from contract owners	$	957,479		$	2,653,231		$	3,650,772		$	31,224,181
Transfers between accounts, net		(449,832	)		8,002,453			42,508,374			2,915,281
Transfer for contract terminations and annuity payouts		(4,138,688	)		(2,776,887	)		(39,484,809	)		(89,578,278	)
Net increase (decrease) in net assets from contract transactions	$	(3,631,041	)	$	7,878,797		$	6,674,337		$	(55,438,816	)
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	394,913		$	13,905,330		$	5,915,053		$	(56,556,489	)
Net assets at beginning of period		36,932,735			23,027,405			120,466,243			177,022,732
Net assets at end of period	$	37,327,648		$	36,932,735		$	126,381,296		$	120,466,243

	Liberty Newport Japan					Liberty Newport Japan
	Opportunities Fund, VS (A)18					Opportunities Fund, VS (B)
	2004		2003			2004		2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	-	$	-		$	-	$	(19	)
Realized gain (loss)		-		(61,000	)		-		(1,493,226	)
Change in unrealized appreciation (depreciation) during the period		-		58,667			-		1,439,313
Net increase (decrease) in net assets from operations	$	-	$	(2,333	)	$	-	$	(53,932	)
Contract transactions:
Payments received from contract owners	$	-	$	-		$	-	$	-
Transfers between accounts, net		-		-			-		(21,639	)
Transfer for contract terminations and annuity payouts		-		-			-		-
Net increase (decrease) in net assets from contract transactions	$	-	$	-		$	-	$	(21,639	)
Increase (decrease) in amounts retained in Variable Account A, net	$	-	$	(39,000	)	$	-	$	(936,000	)
Total increase (decrease) in net assets	$	-	$	(41,333	)	$	-	$	(1,011,571	)
Net assets at beginning of period		-		41,333			-		1,011,571
Net assets at end of period	$	-	$	-		$	-	$	-

16 Name changed from Colonial US Growth & Income Fund, VS (B) effective 04/04/2003

17 Name changed from SteinRoe Money Market Fund effective 04/04/2003

18 Merged with Liberty Money Market Fund, VS (A) effective 02/20/2003

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	Liberty S&P 500 Index Fund,					Liberty S&P 500
	VS (A)					Index Fund, VS (B)
	2004		2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	1,243	$	680		$	(121,856	)	$	(169,881	)
Realized gain (loss)		-					146,706			(54,772	)
Change in unrealized appreciation (depreciation) during the period		7,116		17,268			3,307,466			7,538,778
Net increase (decrease) in net assets from operations	$	8,359	$	17,948		$	3,332,316		$	7,314,125
Contract transactions:
Payments received from contract owners	$	-	$	-		$	1,427,520		$	5,147,150
Transfers between accounts, net		-		(1	)		2,547,506			5,755,758
Transfer for contract terminations and annuity payouts		-		-			(4,474,614	)		(3,339,683	)
Net increase (decrease) in net assets from contract transactions	$	-	$	(1	)	$	(499,588	)	$	7,563,225
Increase (decrease) in amounts retained in Variable Account A, net	$	-	$	-		$	-		$	-
Total increase (decrease) in net assets	$	8,359	$	17,947		$	2,832,728		$	14,877,350
Net assets at beginning of period		82,503		64,556			39,475,050			24,597,700
Net assets at end of period	$	90,862	$	82,503		$	42,307,778		$	39,475,050

	Liberty Select				Liberty Select
	Value Fund, VS (A)				Value Fund, VS (B)
	2004		2003		2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	669	$	388	$	(460,265	)	$	(360,592	)
Realized gain (loss)		718		-		466,946			9,996
Change in unrealized appreciation (depreciation) during the period		19,012		27,927		4,232,751			6,603,845
Net increase (decrease) in net assets from operations	$	20,399	$	28,315	$	4,239,432		$	6,253,249
Contract transactions:
Payments received from contract owners	$	-	$	-	$	880,416		$	4,503,181
Transfers between accounts, net		-		-		1,133,650			2,475,471
Transfer for contract terminations and annuity payouts		-		-		(3,222,121	)		(2,313,957	)
Net increase (decrease) in net assets from contract transactions	$	-	$	-	$	(1,208,055	)	$	4,664,695
Increase (decrease) in amounts retained in Variable Account A, net	$	-	$	-	$	-		$	-
Total increase (decrease) in net assets	$	20,399	$	28,315	$	3,031,377		$	10,917,944
Net assets at beginning of period		130,882		102,567		32,070,195			21,152,251
Net assets at end of period	$	151,281	$	130,882	$	35,101,572		$	32,070,195

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	Liberty
	Small Company						Liberty Value
	Growth Fund, VS (A) 19						Fund, VS (A)20
	2004			2003			2004		2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(114,185	)	$	(91,474	)	$	-	$	18,525
Realized gain (loss)		32,871			(163,273	)		-		(33,560,421	)
Change in unrealized appreciation (depreciation) during the period		771,369			2,489,207			-		29,616,840
Net increase (decrease) in net assets from operations	$	690,055		$	2,234,460		$	-	$	(3,925,056	)
Contract transactions:
Payments received from contract owners	$	2,231		$	148,966		$	-	$	174,145
Transfers between accounts, net		1,084,034			758,557			-		(52,505,309	)
Transfer for contract terminations and annuity payouts		(1,474,648	)		(941,092	)		-		(2,105,551	)
Net increase (decrease) in net assets from contract transactions	$	(388,383	)	$	(33,569	)	$	-	$	(54,436,715	)
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-	$	-
Total increase (decrease) in net assets	$	301,672		$	2,200,891		$	-	$	(58,361,771	)
Net assets at beginning of period		7,905,566			5,704,675			-		58,361,771
Net assets at end of period	$	8,207,238		$	7,905,566		$	-	$	-

	Liberty Value
	Fund, VS (B)21						MFS Bond Series IC
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	-		$	(2,525	)	$	165,369		$	190,676
Realized gain (loss)		-			(2,795,133	)		62,641			50,365
Change in unrealized appreciation (depreciation) during the period		-			2,312,374			(70,262	)		82,378
Net increase (decrease) in net assets from operations	$	-		$	(485,284	)	$	157,748		$	323,419
Contract transactions:
Payments received from contract owners	$	-		$	428,398		$	3,898		$	18,268
Transfers between accounts, net		(695	)		(6,783,224	)		(82,187	)		147,985
Transfer for contract terminations and annuity payouts		695			(305,323	)		(799,872	)		(941,487	)
Net increase (decrease) in net assets from contract transactions	$	-		$	(6,660,149	)	$	(878,161	)	$	(775,234	)
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	-		$	(7,145,433	)	$	(720,413	)	$	(451,815	)
Net assets at beginning of period		-			7,145,433			3,961,448			4,413,263
Net assets at end of period	$	-		$	-		$	3,241,035		$	3,961,448

19 Name changed from SteinRoe Small Company Growth Fund, VS (A) effective 04/11/2003

20 Merged with Liberty Growth & Income Fund, VS (A) effective 04/07/2003

21 Merged with Liberty Growth & Income Fund, VS(B) effective 04/07/2003

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	MFS Emerging						MFS Emerging
	Growth Series IC						Growth Series SC
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(193,628	)	$	(201,136	)	$	(98,288	)	$	(88,729	)
Realized gain (loss)		(722,233	)		(2,129,378	)		(81,637	)		(191,718	)
Change in unrealized appreciation (depreciation) during the period		2,272,541			5,736,067			780,188			1,557,668
Net increase (decrease) in net assets from operations	$	1,356,680		$	3,405,553		$	600,263		$	1,277,221
Contract transactions:
Payments received from contract owners	$	203,265		$	346,600		$	162,033		$	416,606
Transfers between accounts, net		(697,956	)		(607,382	)		(255,819	)		96,265
Transfer for contract terminations and annuity payouts		(2,522,389	)		(2,247,029	)		(557,319	)		(568,513	)
Net increase (decrease) in net assets from contract transactions	$	(3,017,080	)	$	(2,507,811	)	$	(651,105	)	$	(55,642	)
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	(1,660,400	)	$	897,742		$	(50,842	)	$	1,221,579
Net assets at beginning of period		14,477,464			13,579,722			5,965,282			4,743,703
Net assets at end of period	$	12,817,064		$	14,477,464		$	5,914,440		$	5,965,282

	MFS Investors Growth						MFS Investors
	Stock Series SC						Trust Series SC
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(254,060	)	$	(193,211	)	$	(183,767	)	$	(142,400	)
Realized gain (loss)		40,711			(17,106	)		63,173			(106,630	)
Change in unrealized appreciation (depreciation) during the period		1,242,953			2,381,357			1,526,390			2,594,004
Net increase (decrease) in net assets from operations	$	1,029,604		$	2,171,040		$	1,405,796		$	2,344,974
Contract transactions:
Payments received from contract owners	$	447,052		$	1,407,967		$	420,679		$	2,434,062
Transfers between accounts, net		227,332			3,352,904			66,363			1,203,636
Transfer for contract terminations and annuity payouts		(1,242,202	)		(931,321	)		(1,168,630	)		(1,357,132	)
Net increase (decrease) in net assets from contract transactions	$	(567,818	)	$	3,829,550		$	(681,588	)	$	2,280,566
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	461,786		$	6,000,590		$	724,208		$	4,625,540
Net assets at beginning of period		15,071,517			9,070,927			15,599,304			10,973,764
Net assets at end of period	$	15,533,303		$	15,071,517		$	16,323,512		$	15,599,304

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	MFS New
	Discovery Series SC						MFS Research Series IC
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(125,911	)	$	(104,491	)	$	(73,710	)	$	(161,502	)
Realized gain (loss)		(21,913	)		(35,772	)		(1,548,807	)		(2,483,573	)
Change in unrealized appreciation (depreciation) during the period		402,288			1,855,346			4,411,124			7,021,958
Net increase (decrease) in net assets from operations	$	254,464		$	1,715,083		$	2,788,607		$	4,376,883
Contract transactions:
Payments received from contract owners	$	186,042		$	765,198		$	194,775		$	368,191
Transfers between accounts, net		(216,365	)		595,517			(247,257	)		(596,063	)
Transfer for contract terminations and annuity payouts		(434,547	)		(576,474	)		(3,872,268	)		(3,091,926	)
Net increase (decrease) in net assets from contract transactions	$	(464,870	)	$	784,241		$	(3,924,750	)	$	(3,319,798	)
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	(210,406	)	$	2,499,324		$	(1,136,143	)	$	1,057,085
Net assets at beginning of period		7,698,082			5,198,758			22,656,768			21,599,683
Net assets at end of period	$	7,487,676		$	7,698,082		$	21,520,625		$	22,656,768

	Newport						Newport
	Tiger Fund, VS (A)						Tiger Fund, VS (B)
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(25,360	)	$	79,300		$	(16,623	)	$	(10,529	)
Realized gain (loss)		223,778			(211,922	)		11,776			10,601
Change in unrealized appreciation (depreciation) during the period		668,388			2,421,385			362,687			649,444
Net increase (decrease) in net assets from operations	$	866,806		$	2,288,763		$	357,840		$	649,516
Contract transactions:
Payments received from contract owners	$	60,751		$	94,739		$	127,652		$	450,441
Transfers between accounts, net		5,658			(117,354	)		106,357			506,637
Transfer for contract terminations and annuity payouts		(1,390,504	)		(720,775	)		(131,731	)		(156,564	)
Net increase (decrease) in net assets from contract transactions	$	(1,324,095	)	$	(743,390	)	$	102,278		$	800,514
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	(457,289	)	$	1,545,373		$	460,118		$	1,450,030
Net assets at beginning of period		7,245,597			5,700,224			2,465,989			1,015,959
Net assets at end of period	$	6,788,308		$	7,245,597		$	2,926,107		$	2,465,989

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	Rydex Arktos						Rydex
	Fund						Banking Fund
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(18,771	)	$	2,911		$	(238	)	$	(3	)
Realized gain (loss)		(413,823	)		(4,972	)		14,807			3,784
Change in unrealized appreciation (depreciation) during the period		(311,207	)		(180,198	)		5,637			414
Net increase (decrease) in net assets from operations	$	(743,801	)	$	(182,259	)	$	20,206		$	4,195
Contract transactions:
Payments received from contract owners	$	750		$	-		$	-		$	-
Transfers between accounts, net		3,209,518			3,873,737			51,030			16,896
Transfer for contract terminations and annuity payouts		(280,111	)		(109,097	)		(21,517	)		-
Net increase (decrease) in net assets from contract transactions	$	2,930,157		$	3,764,640		$	29,513		$	16,896
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	2,186,356		$	3,582,381		$	49,719		$	21,091
Net assets at beginning of period		3,724,320			141,939			21,091			-
Net assets at end of period	$	5,910,676		$	3,724,320		$	70,810		$	21,091

	Rydex						Rydex
	Basic Materials Fund						Biotechnology Fund
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(1,255	)	$	(23	)	$	(255	)	$	(278	)
Realized gain (loss)		10,439			2,262			(55,699	)		(1,179	)
Change in unrealized appreciation (depreciation) during the period		(245	)		263			(39	)		39
Net increase (decrease) in net assets from operations	$	8,939		$	2,502		$	(55,993	)	$	(1,418	)
Contract transactions:
Payments received from contract owners	$	-		$	-		$	-		$	-
Transfers between accounts, net		(8,759	)		4,585			51,159			10,485
Transfer for contract terminations and annuity payouts		(7,220	)		-			(104	)		(4,129	)
Net increase (decrease) in net assets from contract transactions	$	(15,979	)	$	4,585		$	51,055		$	6,356
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	(7,040	)	$	7,087		$	(4,938	)	$	4,938
Net assets at beginning of period		7,087			-			4,938			-
Net assets at end of period	$	47		$	7,087		$	-		$	4,938

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	Rydex						Rydex
	Consumer Products Fund						Electronics Fund
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(1,779	)	$	(3	)	$	(1,336	)	$	(188	)
Realized gain (loss)		6,313			(39	)		(30,298	)		8,310
Change in unrealized appreciation (depreciation) during the period		1,340			145			(1,082	)		1,090
Net increase (decrease) in net assets from operations	$	5,874		$	103		$	(32,716	)	$	9,212
Contract transactions:
Payments received from contract owners	$	-		$	-		$	-		$	-
Transfers between accounts, net		11,463			7,101			34,454			(1,064	)
Transfer for contract terminations and annuity payouts		(10,930	)		-			(104	)		(4,529	)
Net increase (decrease) in net assets from contract transactions	$	533		$	7,101		$	34,350		$	(5,593	)
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	6,407		$	7,204		$	1,634		$	3,619
Net assets at beginning of period		7,204						3,619			-
Net assets at end of period	$	13,611		$	7,204		$	5,253		$	3,619

	Rydex						Rydex
	Energy Fund						Energy Services Fund
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(11,299	)	$	(1	)	$	(3,504	)	$	(125	)
Realized gain (loss)		182,017			190			112,858			264
Change in unrealized appreciation (depreciation) during the period		29,957			-			2,358			3,047
Net increase (decrease) in net assets from operations	$	200,675		$	189		$	111,712		$	3,186
Contract transactions:
Payments received from contract owners	$	-		$	-		$	-		$	-
Transfers between accounts, net		86,338			(189	)		3,195,333			28,848
Transfer for contract terminations and annuity payouts		(55,265	)		-			(41,328	)		-
Net increase (decrease) in net assets from contract transactions	$	31,073		$	(189	)	$	3,154,005		$	28,848
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	231,748		$	-		$	3,265,717		$	32,034
Net assets at beginning of period		-			-			32,034			-
Net assets at end of period	$	231,748		$	-		$	3,297,751		$	32,034

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	Rydex Financial						Rydex Financial
	Services Fund, VS (A)						Services Fund, VS (B)22
	2004			2003			2004		2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(208	)	$	(155	)	$	-	$	(3,056	)
Realized gain (loss)		(3,536	)		(17,575	)		-		(706,769	)
Change in unrealized appreciation (depreciation) during the period		2,483			10,064			-		601,404
Net increase (decrease) in net assets from operations	$	(1,261	)	$	(7,666	)	$	-	$	(108,421	)
Contract transactions:
Payments received from contract owners	$	-		$	-		$	-	$	99,689
Transfers between accounts, net		38,692			3,092			-		(2,690,854	)
Transfer for contract terminations and annuity payouts		-			-			-		(79,234	)
Net increase (decrease) in net assets from contract transactions	$	38,692		$	3,092		$	-	$	(2,670,399	)
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	(87,675	)	$		$
Total increase (decrease) in net assets	$	37,431		$	(92,249	)	$	-	$	(2,778,820	)
Net assets at beginning of period		27			92,276			-		2,778,820
Net assets at end of period	$	37,458		$	27		$	-	$	-

	Rydex Health						Rydex Health Care
	Care Fund, VS (A)						Fund, VS (B)23
	2004			2003			2004		2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(134	)	$	(99	)	$	-	$	(14,382	)
Realized gain (loss)		(3,759	)		(17,953	)		-		(1,221,426	)
Change in unrealized appreciation (depreciation) during the period		(470	)		16,793			-		1,198,713
Net increase (decrease) in net assets from operations	$	(4,363	)	$	(1,259	)	$	-	$	(37,095	)
Contract transactions:
Payments received from contract owners	$	-		$	-		$	-	$	113,968
Transfers between accounts, net		24,403			3,868			-		(4,649,342	)
Transfer for contract terminations and annuity payouts		(24,999	)		-			-		(163,341	)
Net increase (decrease) in net assets from contract transactions	$	(596	)	$	3,868		$	-	$	(4,698,715	)
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	(80,500	)	$	-	$	-
Total increase (decrease) in net assets	$	(4,959	)	$	(77,891	)	$	-	$	(4,735,810	)
Net assets at beginning of period		5,859			83,750			-		4,735,810
Net assets at end of period	$	900		$	5,859		$	-	$	-

22 Merged with Liberty Money Market Fund, VS (A) effective 03/27/2003

23 Merged with Liberty Money Market Fund, VS (A) effective 03/27/2003

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	Rydex						Rydex
	Internet Fund						Juno Fund24
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(1,937	)	$	(190	)	$	(5,295	)	$	(375	)
Realized gain (loss)		(135,282	)		7,735			(66,638	)		46,130
Change in unrealized appreciation (depreciation) during the period		(906	)		970			(27,396	)		1,749
Net increase (decrease) in net assets from operations	$	(138,125	)	$	8,515		$	(99,329	)	$	47,504
Contract transactions:
Payments received from contract owners	$	-		$	-		$	891		$	-
Transfers between accounts, net		225,335			15,408			433,946			56,804
Transfer for contract terminations and annuity payouts		(7,680	)		(19,912	)		(82,866	)		(1,520	)
Net increase (decrease) in net assets from contract transactions	$	217,655		$	(4,504	)	$	351,971		$	55,284
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	79,530		$	4,011		$	252,642		$	102,788
Net assets at beginning of period		4,011			-			102,788			-
Net assets at end of period	$	83,541		$	4,011		$	355,430		$	102,788

	Rydex						Rydex
	Large Cap Europe Fund						Large Cap Japan Fund
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	12,028		$	271		$	(1,159	)	$	(82	)
Realized gain (loss)		2,603			(2,542	)		25,916			11,252
Change in unrealized appreciation (depreciation) during the period		(5,706	)		(269	)		2,000			25
Net increase (decrease) in net assets from operations	$	8,925		$	(2,540	)	$	26,757		$	11,195
Contract transactions:
Payments received from contract owners	$	-		$	-		$	-		$	-
Transfers between accounts, net		72,478			12,760			2,791			(9,425	)
Transfer for contract terminations and annuity payouts		(144	)		-			-			(99	)
Net increase (decrease) in net assets from contract transactions	$	72,334		$	12,760		$	2,791		$	(9,524	)
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	81,259		$	10,220		$	29,548		$	1,671
Net assets at beginning of period		10,220			-			1,671			-
Net assets at end of period	$	91,479		$	10,220		$	31,219		$	1,671

24 New fund effective 05/14/2003

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	Rydex						Rydex
	Leisure Fund						Medius Fund
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(1,664	)	$	(1	)	$	(1,323	)	$	(289	)
Realized gain (loss)		(31,130	)		105			(59,983	)		19,094
Change in unrealized appreciation (depreciation) during the period		-			-			24,892			(7,224	)
Net increase (decrease) in net assets from operations	$	(32,794	)	$	104		$	(36,414	)	$	11,581
Contract transactions:
Payments received from contract owners	$	-		$	-		$	-		$	-
Transfers between accounts, net		36,210			(104	)		103,872			119,857
Transfer for contract terminations and annuity payouts		(3,416	)		-			(210	)		-
		-
Net increase (decrease) in net assets from contract transactions	$	32,794		$	(104	)	$	103,662		$	119,857
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	-		$	-		$	67,248		$	131,438
Net assets at beginning of period		-			-			149,318			17,880
Net assets at end of period	$	-		$	-		$	216,566		$	149,318

	Rydex					Rydex
	Mekros Fund					Nova Fund
	2004			2003		2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(3,384	)	$	19,581	$	(4,308	)	$	(920	)
Realized gain (loss)		56,880			199,371		(49,523	)		10,695
Change in unrealized appreciation (depreciation) during the period		102,562			25,882		(6,677	)		26,273
Net increase (decrease) in net assets from operations	$	156,058		$	193,070	$	(60,508	)	$	36,048
Contract transactions:
Payments received from contract owners	$	-		$	-	$	-		$	-
Transfers between accounts, net		207,018			184,049		548,274			312,896
Transfer for contract terminations and annuity payouts		(1,200	)		-		(8,756	)		-
Net increase (decrease) in net assets from contract transactions	$	205,818		$	184,049	$	539,518		$	312,896
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-	$	-		$	-
Total increase (decrease) in net assets	$	361,876		$	377,119	$	479,010		$	348,944
Net assets at beginning of period		395,011			17,892		457,284			108,340
Net assets at end of period	$	756,887		$	395,011	$	936,294		$	457,284

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	Rydex						Rydex Precious
	OTC Fund						Metals Fund
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(54,950	)	$	(42,430	)	$	(11,511	)	$	(1,659	)
Realized gain (loss)		(142,931	)		(42,156	)		95,737			78,039
Change in unrealized appreciation (depreciation) during the period		270,383			977,310			(67,922	)		46,579
Net increase (decrease) in net assets from operations	$	72,502		$	892,724		$	16,304		$	122,959
Contract transactions:
Payments received from contract owners	$	39,956		$	464,181		$	-		$	-
Transfers between accounts, net		670,387			97,654			648,803			(50,518	)
Transfer for contract terminations and annuity payouts		(331,567	)		(359,693	)		(84,419	)		-
Net increase (decrease) in net assets from contract transactions	$	378,776		$	202,142		$	564,384		$	(50,518	)
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	451,278		$	1,094,866		$	580,688		$	72,441
Net assets at beginning of period		3,183,440			2,088,574			242,306			169,865
Net assets at end of period	$	3,634,718		$	3,183,440		$	822,994		$	242,306

	Rydex						Rydex
	Real Estate Fund						Retailing Fund
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	955		$	4,716		$	(362	)	$	(3	)
Realized gain (loss)		13,865			(1,736	)		(5,413	)		354
Change in unrealized appreciation (depreciation) during the period		17,819			-			1,528			-
Net increase (decrease) in net assets from operations	$	32,639		$	2,980		$	(4,247	)	$	351
Contract transactions:
Payments received from contract owners	$	-		$	-		$	-		$	-
Transfers between accounts, net		530,017			(2,980	)		59,110			(351	)
Transfer for contract terminations and annuity payouts		(21,872	)		-			(18	)		-
Net increase (decrease) in net assets from contract transactions	$	508,145		$	(2,980	)	$	59,092		$	(351	)
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	540,784		$	-		$	54,845		$	-
Net assets at beginning of period		-			-			-			-
Net assets at end of period	$	540,784		$	-		$	54,845		$	-

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	Rydex
	Technology Fund
	2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(97	)	$	(141	)
Realized gain (loss)		(6,539	)		(18,783	)
Change in unrealized appreciation (depreciation) during the period		7			-
Net increase (decrease) in net assets from operations	$	(6,629	)	$	(18,924	)
Contract transactions:
Payments received from contract owners	$	-		$	-
Transfers between accounts, net		136,805			18,924
Transfer for contract terminations and annuity payouts		-			-
Net increase (decrease) in net assets from contract transactions	$	136,805		$	18,924
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-
Total increase (decrease) in net assets	$	130,176		$	-
Net assets at beginning of period		-			-
Net assets at end of period	$	130,176		$	-

	Rydex Telecommunications Fund
	2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(6,558	)	$	(426	)
Realized gain (loss)		(295,204	)		2,146
Change in unrealized appreciation (depreciation) during the period		422			14,079
Net increase (decrease) in net assets from operations	$	(301,340	)	$	15,799
Contract transactions:
Payments received from contract owners	$	797,390		$	-
Transfers between accounts, net		(28,143	)		33,742
Transfer for contract terminations and annuity payouts		-			-
Net increase (decrease) in net assets from contract transactions	$	769,247		$	33,742
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-
Total increase (decrease) in net assets	$	467,907		$	49,541
Net assets at beginning of period		76,547			27,006
Net assets at end of period	$	544,454		$	76,547

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	Rydex						Rydex
	Titan 500 Fund						Transportation Fund
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(5,159	)	$	(60	)	$	(345	)	$	(5	)
Realized gain (loss)		129,079			6,520			(14,730	)		286
Change in unrealized appreciation (depreciation) during the period		4,966			(3,261	)		3,455			-
Net increase (decrease) in net assets from operations	$	128,886		$	3,199		$	(11,620	)	$	281
Contract transactions:
Payments received from contract owners	$	-		$	-		$	-		$	-
Transfers between accounts, net		1,690,106			26,524			46,508			(281	)
Transfer for contract terminations and annuity payouts		(1,889	)		-			(268	)		-
Net increase (decrease) in net assets from contract transactions	$	1,688,217		$	26,524		$	46,240		$	(281	)
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	1,817,103		$	29,723		$	34,620		$	-
Net assets at beginning of period		35,835			6,112			-			-
Net assets at end of period	$	1,852,938		$	35,835		$	34,620		$	-

	Rydex						Rydex US Gov't
	Ursa Fund						Bond Fund
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(3,543	)	$	(2,575	)	$	35,168		$	21,154
Realized gain (loss)		(85,289	)		(56,540	)		146,785			92,802
Change in unrealized appreciation (depreciation) during the period		2,668			(4,400	)		(84,349	)		84,345
Net increase (decrease) in net assets from operations	$	(86,164	)	$	(63,515	)	$	97,604		$	198,301
Contract transactions:
Payments received from contract owners	$	-		$	-		$	-		$	-
Transfers between accounts, net		173,795			124,882			(7,387,919	)		7,618,266
Transfer for contract terminations and annuity payouts		(78,434	)		(351	)		(244,039	)		(282,211	)
Net increase (decrease) in net assets from contract transactions	$	95,361		$	124,531		$	(7,631,958	)	$	7,336,055
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	9,197		$	61,016		$	(7,534,354	)	$	7,534,356
Net assets at beginning of period		215,455			154,439			7,534,388			32
Net assets at end of period	$	224,652		$	215,455		$	34		$	7,534,388

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	Rydex US Gov't						Rydex
	Money Market Fund						Utilities Fund
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(158,122	)	$	(107,606	)	$	(155	)	$	319
Realized gain (loss)		-			-			2,208			29,714
Change in unrealized appreciation (depreciation) during the period		-			-			11,082			(3,714	)
Net increase (decrease) in net assets from operations	$	(158,122	)	$	(107,606	)	$	13,135		$	26,319
Contract transactions:
Payments received from contract owners	$	28,097,927		$	30,102,482		$	-		$	-
Transfers between accounts, net		(8,827,721	)		(12,384,631	)		495,480			(99,542	)
Transfer for contract terminations and annuity payouts		(8,721,815	)		(7,334,764	)		(3,519	)		-
Net increase (decrease) in net assets from contract transactions	$	10,548,391		$	10,383,087		$	491,961		$	(99,542	)
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	10,390,269		$	10,275,481		$	505,096		$	(73,223	)
Net assets at beginning of period		14,541,766			4,266,285			6,890			80,113
Net assets at end of period	$	24,932,035		$	14,541,766		$	511,986		$	6,890

	Rydex					SteinRoe Global
	Velocity Fund					Utilities Fund, VS (A)26
	2004			2003		2004		2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	1,319		$	5,142	$	-	$	58,206
Realized gain (loss)		313,739			7,571		-		(10,156,127	)
Change in unrealized appreciation (depreciation) during the period		57,033			4,160		-		10,255,102
Net increase (decrease) in net assets from operations	$	372,091		$	16,873	$	-	$	157,181
Contract transactions:
Payments received from contract owners	$	-		$	-	$	-	$	42,564
Transfers between accounts, net		2,201,965			59,675		-		(21,319,328	)
Transfer for contract terminations and annuity payouts		(108	)		-		-		(931,890	)
Net increase (decrease) in net assets from contract transactions	$	2,201,857		$	59,675	$	-	$	(22,208,654	)
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-	$	-	$	-
Total increase (decrease) in net assets	$	2,573,948		$	76,548	$	-	$	(22,051,473	)
Net assets at beginning of period		94,759			18,211		-		22,051,473
Net assets at end of period	$	2,668,707		$	94,759	$	-	$	-

26 Merged with Columbia International Fund, VS (A) effective 04/14/2003

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	SteinRoe Growth						UBS Global AM
	Stock Fund, VS (B)						Tactical Allocation
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(310,228	)	$	(259,451	)	$	(90,019	)	$	(74,624	)
Realized gain (loss)		(897,645	)		(561,986	)		(660,522	)		(1,527,011	)
Change in unrealized appreciation (depreciation) during the period		275,561			4,826,267			1,697,028			4,234,385
Net increase (decrease) in net assets from operations	$	(932,312	)	$	4,004,830		$	946,487		$	2,632,750
Contract transactions:
Payments received from contract owners	$	543,370		$	2,062,660		$	675,215		$	146,093
Transfers between accounts, net		(1,245,919	)		(677,912	)		(269,155	)		(724,202	)
Transfer for contract terminations and annuity payouts		(2,029,930	)		(2,128,323	)		(2,167,574	)		(1,928,285	)
Net increase (decrease) in net assets from contract transactions	$	(2,732,479		$	(743,575	)	$	(1,761,514	)	$	(2,506,394	)
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	(3,664,791	)	$	3,261,255		$	(815,027	)	$	126,356
Net assets at beginning of period		21,403,752			18,142,497			12,263,325			12,136,969
Net assets at end of period	$	17,738,961		$	21,403,752		$	11,448,298		$	12,263,325

	SteinRoe Growth						Templeton Developing
	Stock Fund, VS (A)						Markets Securities Fund 2
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(560,019	)	$	(481,472	)	$	685		$	(9,233	)
Realized gain (loss)		(10,102,459	)		(12,694,272	)		(10,667	)		(34,985	)
Change in unrealized appreciation (depreciation) during the period		8,927,398			22,349,438			493,317			679,664
Net increase (decrease) in net assets from operations	$	(1,735,080	)	$	9,173,694		$	483,335		$	635,446
Contract transactions:
Payments received from contract owners	$	522,130		$	704,507		$	18,859		$	44,566
Transfers between accounts, net		(439,681	)		(883,048	)		480,741			265,011
Transfer for contract terminations and annuity payouts		(6,756,079	)		(6,360,163	)		(207,992	)		(187,949	)
Net increase (decrease) in net assets from contract transactions	$	(6,673,630	)	$	(6,538,704	)	$	291,608		$	121,628
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	(8,408,710	)	$	2,634,990		$	774,943		$	757,074
Net assets at beginning of period		46,776,239			44,141,249			2,105,006			1,347,932
Net assets at end of period	$	38,367,529		$	46,776,239		$	2,879,949		$	2,105,006

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Statements of Changes in Net Assets

For the Years Ended December 31, 2004 and 2003

	Wanger International
	Small Cap Fund						Wanger Select Fund27
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(166,335	)	$	(162,610	)	$	(387,668	)	$	(232,935	)
Realized gain (loss)		166,785			192,594			96,602			(4,848	)
Change in unrealized appreciation (depreciation) during the period		4,409,963			4,992,948			4,187,583			3,734,398
Net increase (decrease) in net assets from operations	$	4,410,413		$	5,022,932		$	3,896,517		$	3,496,615
Contract transactions:
Payments received from contract owners	$	391,957		$	2,475,056		$	893,202		$	2,500,324
Transfers between accounts, net		238,620			(1,150,488	)		2,729,943			6,983,333
Transfer for contract terminations and annuity payouts		(1,003,793	)		(1,023,568	)		(1,843,066	)		(1,203,238	)
Net increase (decrease) in net assets from contract transactions	$	(373,216	)	$	301,000		$	1,780,079		$	8,280,419
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	4,037,197		$	5,323,932		$	5,676,596		$	11,777,034
Net assets at beginning of period		15,787,070			10,463,138			20,678,694			8,901,660
Net assets at end of period	$	19,824,267		$	15,787,070		$	26,355,290		$	20,678,694

	Wanger International						Wanger US
	Select Fund28						Smaller Companies Fund
	2004			2003			2004			2003
Increase (decrease) in net assets from operations:
Net investment income (loss)	$	(62,209	)	$	(39,201	)	$	(839,506	)	$	(615,386	)
Realized gain (loss)		27,519			15,510			739,752			815,741
Change in unrealized appreciation (depreciation) during the period		1,026,298			1,118,436			8,181,258			13,978,465
Net increase (decrease) in net assets from operations	$	991,608		$	1,094,745		$	8,081,504		$	14,178,820
Contract transactions:
Payments received from contract owners	$	133,329		$	311,701		$	1,770,054		$	6,496,133
Transfers between accounts, net		1,015,355			503,096			(1,173,236	)		6,130,216
Transfer for contract terminations and annuity payouts		(232,132	)		(190,852	)		(3,439,055	)		(3,229,007	)
Net increase (decrease) in net assets from contract transactions	$	916,552		$	623,945		$	(2,842,237	)	$	9,397,342
Increase (decrease) in amounts retained in Variable Account A, net	$	-		$	-		$	-		$	-
Total increase (decrease) in net assets	$	1,908,160		$	1,718,690		$	5,239,267		$	23,576,162
Net assets at beginning of period		4,118,354			2,399,664			50,570,392			26,994,230
Net assets at end of period	$	6,026,514		$	4,118,354		$	55,809,659		$	50,570,392

27 Changed name from Wanger Twenty effective 04/30/2004

28 Changed name from Wanger Foreign Forty effective 04/30/2004

See notes to Financial Statements.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements

December 31, 2004

1. Organization

Keyport Variable Account A (the "Variable Account") is a segregated investment account of Sun Life Assurance Company of Canada (U.S.) (the "Company"). The Variable Account was previously a segregated investment account of Keyport Life Insurance Co. ("Keyport"). On December 31, 2003, Keyport merged into Sun Life Assurance Company of Canada (U.S.) (the "Company"). The merger had no effect on the existing rights and benefits of the policyholders of the Variable Accounts.

As a result of the merger, the name of the variable account changed to Sun Life Assurance Company of Canada (U.S.) - Keyport Variable Account A (previously known as Keyport Life Insurance Company - Variable Account A).

The Variable Account exists in accordance with the regulations of the Delaware Department of Insurance, is registered with the Securities and Exchange Commission as a unit investment trust under the Investment Company Act of 1940, as amended, and invests in shares of eligible funds. The Variable Account is a funding vehicle for group and individual variable annuity contracts. The Variable Account currently offers eleven variable annuity contracts: Keyport Advisor, Keyport Advisor Vista, Keyport Advisor Charter, Keyport Advisor Optima, Keyport Charter, Keyport Vista, Keyport Optima, Keyport Exeter, SteinRoe Annuity, Rydex, and Keyport Latitude, distinguished principally by the level of expenses, surrender charges, and eligible fund options. The eleven contracts and their respective eligible fund options are as follows:

Keyport Advisor Variable Annuity	Keyport Advisor Vista Variable Annuity
Alger American Fund:	AIM Variable Insurance Funds, Inc:
Alger American Growth Portfolio	AIM VI Capital Appreciation Fund
Alger American Small Capitalization	AIM VI Growth Fund Portfolio
	AIM VI International Growth Fund
MFS Variable Insurance Trust:	MFS Variable Insurance Trust:
MFS Emerging Growth Series - IC	MFS Bond Series - IC
MFS Research Series - IC	MFS Research Series - IC
	MFS Emerging Growth Series - IC
SteinRoe Variable Investment Trust (SRVIT):	SteinRoe Variable Investment Trust (SRVIT):
Liberty Asset Allocation Fund, VS (A)	Liberty Asset Allocation Fund, VS (A)
Liberty Money Market Fund, VS (A)	Liberty Money Market Fund, VS (A)
Liberty Small Company Growth Fund, VS (A)	Liberty Small Company Growth Fund, VS (A)
Liberty Federal Securities Fund, VS (A)	SteinRoe Growth Stock Fund, VS (A)
SteinRoe Growth Stock Fund, VS (A)
Liberty Variable Investment Trust (LVIT):	Liberty Variable Investment Trust (LVIT):
Colonial Strategic Income Fund, VS (A)	Liberty Growth & Income Fund, VS (A)
Columbia International Fund, VS (A)	Columbia International Fund, VS (A)
Liberty Growth & Income Fund, VS (A)	Colonial Strategic Income Fund, VS (A)
Newport Tiger Fund, VS (A)	Colonial Small Cap Value Fund, VS (A)
	Columbia High Yield Securities Fund, VS (A)
AllianceBernstein Variable Products Series Fund, Inc:	AllianceBernstein Variable Products Series Fund, Inc:
AllianceBernstein Global Bond Portfolio (A)	AllianceBernstein Global Bond Portfolio (A)
AllianceBernstein Premier Growth Portfolio (A)	AllianceBernstein Premier Growth Portfolio (A)
	AllianceBernstein Growth and Income Portfolio (A)
	AllianceBernstein Real Estate Investment Portfolio (A)

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

1. Organization (continued)

Keyport Advisor Charter Variable Annuity	Keyport Advisor Optima Variable Annuity
AIM Variable Insurance Funds, Inc:	AIM Variable Insurance Funds, Inc:
AIM VI Capital Appreciation Fund	AIM VI Capital Appreciation Fund
AIM VI Premier Equity Fund	AIM VI Premier Equity Fund
	AIM VI Growth Fund
SteinRoe Variable Investment Trust (SRVIT):	SteinRoe Variable Investment Trust (SRVIT):
Liberty Money Market Fund, VS (A)	Liberty Money Market Fund, VS (A)
Liberty Asset Allocation Fund, VS (A)	Liberty Asset Allocation Fund, VS (A)
Liberty Federal Securities Fund, VS (A)	Liberty Federal Securities Fund, VS (A)
SteinRoe Growth Stock Fund, VS (A)	SteinRoe Growth Stock Fund, VS (A)
Liberty Variable Investment Trust (LVIT):	Liberty Variable Investment Trust (LVIT):
Columbia International Fund, VS (A)	Columbia International Fund, VS (A)
Columbia International Fund, VS (B)	Columbia International Fund, VS (B)
Columbia High Yield Securities Fund, VS (A)	Columbia High Yield Securities Fund, VS (A)
Colonial Small Cap Value Fund, VS (A)	Colonial Small Cap Value Fund, VS (A)
Liberty Growth & Income Fund, VS (A)	Liberty Growth & Income Fund, VS (A)
Newport Tiger Fund, VS (A)	Columbia Real Estate Equity Fund, VS (B)
Colonial Strategic Income Fund, VS (A)
Columbia Real Estate Equity Fund, VS (B)
AllianceBernstein Variable Products Series Fund, Inc:	AllianceBernstein Variable Products Series Fund, Inc:
AllianceBernstein Global Bond Portfolio (B)	AllianceBernstein Global Bond Portfolio (B)
AllianceBernstein Technology Portfolio (B)	AllianceBernstein Technology Portfolio (B)
AllianceBernstein Premier Growth Portfolio (B)	AllianceBernstein Growth and Income Portfolio (B)
	AllianceBernstein Total Return Portfolio (B)
	AllianceBernstein International Portfolio (B)
Franklin Templeton:	AllianceBernstein Growth Portfolio (B)
Templeton Developing Markets Sec Fund 2
Alger American Fund:	Franklin Templeton:
Alger American Growth Portfolio	Templeton Developing Markets Sec Fund 2
Alger American Small Capitalization Portfolio
	UBS Series Trust:
	UBS Global AM Tactical Allocation

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

1. Organization (continued)

Keyport Charter Variable Annuity	Keyport Vista Variable Annuity
AIM Variable Insurance Funds, Inc:	AIM Variable Insurance Funds, Inc:
AIM VI Capital Appreciation Fund	AIM VI Capital Appreciation Fund
AIM VI International Growth Fund	AIM VI International Growth Fund
AIM VI Premier Equity Fund	AIM VI Premier Equity Fund
SteinRoe Variable Investment Trust (SRVIT):	SteinRoe Variable Investment Trust (SRVIT):
Liberty Money Market Fund, VS (A)	Liberty Money Market Fund, VS (A)
Liberty Asset Allocation Fund, VS (B)	Liberty Asset Allocation Fund, VS (B)
Liberty Federal Securities Fund, VS (B)	Liberty Federal Securities Fund, VS (B)
SteinRoe Growth Stock Fund, VS (B)	SteinRoe Growth Stock Fund, VS (B)
Liberty Variable Investment Trust (LVIT):	Liberty Variable Investment Trust (LVIT):
Columbia High Yield Securities Fund, VS (B)	Columbia High Yield Securities Fund, VS (B)
Colonial Small Cap Value Fund, VS (B)	Colonial Small Cap Value Fund, VS (B)
Colonial Strategic Income Fund, VS (B)	Colonial Strategic Income Fund, VS (B)
Liberty Growth & Income Fund, VS (B)	Liberty Growth & Income Fund, VS (B)
Columbia Real Estate Equity Fund, VS (B)	Columbia Real Estate Equity Fund, VS (B)
Liberty Newport Japan Opportunity Fund, VS (B)	Liberty Newport Japan Opportunity Fund, VS (B)
Liberty S&P 500 Index Fund, VS (B)	Liberty S&P 500 Index Fund, VS (B)
Liberty Select Value Fund, VS (B)	Liberty Select Value Fund, VS (B)
Liberty Growth & Income Fund, VS (B)	Liberty Growth & Income Fund, VS (B)
Newport Tiger Fund, VS (B)	Newport Tiger Fund, VS (B)
Wanger Advisers Trust:	Wanger Advisers Trust:
Wanger International Select Fund	Wanger International Select Fund
Wanger International Small Cap Fund	Wanger International Small Cap Fund
Wanger Select Fund	Wanger Select Fund
Wanger US Smaller Companies Fund	Wanger US Smaller Companies Fund
AllianceBernstein Variable Products Series Fund, Inc:	AllianceBernstein Variable Products Series Fund, Inc:
AllianceBernstein Growth & Income Portfolio (B)	AllianceBernstein Growth & Income Portfolio (B)
AllianceBernstein Premier Growth Portfolio (B)	AllianceBernstein Premier Growth Portfolio (B)
AllianceBernstein Technology Portfolio (B)	AllianceBernstein Technology Portfolio (B)
AllianceBernstein Worldwide Privatization Portfolio (B)	AllianceBernstein Worldwide Privatization Portfolio (B)
Fidelity VIP Funds:	Fidelity VIP Funds:
Fidelity VIP Equity Income Fund - SC2	Fidelity VIP Equity Income Fund - SC2
Fidelity VIP III Growth Opportunities Fund - SC2	Fidelity VIP III Growth Opportunities Fund - SC2
Fidelity VIP III Dynamic Capital Appreciation Fund -       SC2	Fidelity VIP III Dynamic Capital Appreciation Fund -       SC2

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

1. Organization (continued)

Keyport Charter Variable Annuity (continued)	Keyport Vista Variable Annuity (continued)
MFS Variable Insurance Trust:	MFS Variable Insurance Trust:
MFS Emerging Growth Series - SC	MFS Emerging Growth Series - SC
MFS Investors Growth Stock Series - SC	MFS Investors Growth Stock Series - SC
MFS Investors Trust Series - SC	MFS Investors Trust Series - SC
MFS New Discovery Series - SC	MFS New Discovery Series - SC
Rydex Variable Trust:	Rydex Variable Trust:
Rydex OTC Fund	Rydex OTC Fund
Keyport Optima Variable Annuity	Keyport Optima Variable Annuity
AIM Variable Insurance Funds, Inc:	AllianceBernstein Variable Products Series Fund, Inc:
AIM VI Capital Appreciation Fund	AllianceBernstein Growth & Income Portfolio (B)
AIM VI International Growth Fund	AllianceBernstein Total Return Portfolio (B)
AIM VI Premier Equity Fund	AllianceBernstein International Portfolio (B)
	AllianceBernstein Growth Portfolio (B)
	AllianceBernstein Global Bond Portfolio (B)
	AllianceBernstein Technology Portfolio (B)
SteinRoe Variable Investment Trust (SRVIT):	MFS Variable Insurance Trust:
Liberty Money Market Fund, VS (A)	MFS Emerging Growth Series - SC
Liberty Asset Allocation Fund, VS (B)	MFS Investors Growth Stock Series - SC
Liberty Federal Securities Fund, VS (B)	MFS Investors Trust Series - SC
SteinRoe Growth Stock Fund, VS (B)
Liberty Variable Investment Trust (LVIT):	UBS Series Trust:
Columbia High Yield Securities Fund, VS (B)	UBS Global AM Tactical Allocation
Colonial Small Cap Value Fund, VS (B)
Colonial Strategic Income Fund, VS (B)	SteinRoe Variable Investment Trust (SRVIT):
Columbia Real Estate Equity Fund, VS (B)	Liberty Money Market Fund, VS (A)
Liberty Growth & Income Fund, VS (B)
Newport Tiger Fund, VS (B)
Columbia International Fund, VS (B)
Keyport Exeter Variable Annuity
Exeter Insurance Fund, Inc:
Exeter Moderate Growth Fund
Exeter Growth Fund

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

1. Organization (continued)

Stein Roe Variable Annuity	Stein Roe Variable Annuity
Liberty Variable Investment Trust (LVIT):	SteinRoe Variable Investment Trust (SRVIT):
Columbia High Yield Securities Fund, VS (A)	Liberty Asset Allocation Fund, VS (A)
Colonial Small Cap Value Fund, VS (A)	SteinRoe Growth Stock Fund, VS (A)
Colonial Strategic Income Fund, VS (A)	Liberty Money Market Fund, VS (A)
Liberty Growth & Income Fund, VS (A)	Liberty Federal Securities Fund, VS (A)
Newport Tiger Fund, VS (A)
Columbia International Fund, VS (A)
Wanger Advisers Trust:
Wanger International Select Fund
Wanger International Small Cap Fund
Wanger Select Fund
Wanger US Smaller Companies Fund
Keyport Latitude Variable Annuity	Keyport Latitude Variable Annuity
AIM Variable Insurance Funds, Inc:	AllianceBernstein Variable Products Series Fund, Inc:
AIM VI Capital Appreciation Fund	AllianceBernstein Growth & Income Portfolio (B)
AIM VI International Growth Fund	AllianceBernstein Premier Growth Portfolio (B)
AIM VI Premier Equity Series I	AllianceBernstein Technology Portfolio (B)
	AllianceBernstein Worldwide Privatization (B)
SteinRoe Variable Investment Trust (SRVIT):	Fidelity VIP Funds:
Liberty Money Market Fund, VS (A)	Fidelity VIP Equity Income Fund - SC2
Liberty Asset Allocation Fund, VS (B)	Fidelity VIP III Growth Opportunities Fund - SC2
Liberty Federal Securities Fund, VS (B)	Fidelity VIP III Dynamic Capital Appreciation Fund-SC2
SteinRoe Growth Stock Fund, VS (B)
Liberty Variable Investment Trust (LVIT):	MFS Variable Insurance Trust:
Columbia High Yield Securities Fund, VS (B)	MFS Emerging Growth Series - SC
Colonial Small Cap Value Fund, VS (B)	MFS Investor Growth Stock Series - SC
Colonial Strategic Income Fund, VS (B)	MFS Investor Trust Series - SC
Liberty Growth & Income Fund, VS (B)	MFS New Discovery Series - SC
Columbia Real Estate Equity Fund, VS (B)
Liberty Newport Japan Opportunity Fund, VS (B)	Rydex Variable Trust:
Liberty S&P 500 Index Fund, VS (B)	Rydex OTC Fund
Liberty Select Value Fund, VS (B)
Liberty Growth & Income Fund, VS (B)
Newport Tiger Fund, VS (B)
Wanger Advisers Trust:
Wanger International Select Fund
Wanger International Small Cap Fund
Wanger Select Fund
Wanger US Smaller Companies Fund

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

1. Organization (continued)

Rydex Variable Annuity

Rydex Variable Trust

Rydex Nova Fund

Rydex OTC Fund

Rydex Precious Metals Fund

Rydex Ursa Fund

Rydex US Government Money Market Fund

Rydex US Government Bond Fund

Rydex Arktos Fund

Rydex Banking Fund

Rydex Basic Materials Fund

Rydex Biotechnology Fund

Rydex Consumer Products Fund

Rydex Electronics Fund

Rydex Energy Fund

Rydex Energy Services Fund

Rydex Internet Fund

Rydex Leisure Fund

Rydex Large Cap Europe Fund

Rydex Large Cap Japan Fund

Rydex Mekros Fund

Rydex Retailing Fund

Rydex Technology Fund

Rydex Telecommunications Fund

Rydex Transportation Fund

Rydex Utilities Fund

Rydex Medius Fund

Rydex Real Estate Fund

Rydex Titan 500 Fund

Rydex Velocity 100 Fund

Rydex Financial Services Fund

Rydex Health Care Fund

Rydex Juno Fund

Effective April 23, 2004, Liberty All Star Equity fund was closed to new sales. On April 30, 2004, Wanger Twenty and Wanger Foreign Forty fund names were changed to Wanger Select and Wanger International Select, respectively.

On April 4, 2003, the fund names of Colonial US Growth & Income, Colonial International Fund for Growth, SteinRoe Balance and SteinRoe Money Market were changed to Liberty Growth & Income, Columbia International, Liberty Asset Allocation and Liberty Money Market, respectively. On April 11, 2003 SteinRoe Small Company Growth changed its name to Liberty Small Company Growth. On April 30, 2003, the fund names of Alliance were changed to Alliance Bernstein. Effective September 15, 2003 Keyport Latitude Variable Annuity and Keyport Charter Variable Annuity were closed to new sales.

On February 20, 2003, Liberty Newport Japan Ops was closed and this mutual fund was merged with Liberty Money Market. On March 27, 2003, Rydex Health Care B and Rydex Financial B were closed and funds from these mutual funds were merged with Liberty Money Market. On April 4, 2003, Colonial International Horizons and Colonial Global Equity were closed and funds from these mutual funds were merged with Columbia International. On April 7, 2003, Liberty Value was closed and merged with Liberty Growth & Income. On April 14, 2003, Colonial High Yield Securities, Crabbe Huson Real Estate and SteinRoe Global Utilities were closed and funds from these mutual funds were merged with Columbia High Yield, Columbia Real Estate Equity and Columbia International, respectively.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

1. Organization (continued)

Columbia International was added to the funds line-up on April 4, 2003. On April 11, 2003, Columbia High Yield and Columbia Real Estate Equity were added to the funds line-up. Rydex Juno fund was added to the funds line-up on May 14, 2003.

Under applicable insurance law, the assets and liabilities of the variable accounts are clearly identified and distinguished from the company's other assets and liabilities. The portion of assets applicable to the variable annuity contracts is not chargeable with liabilities arising out of any other business the company may conduct.

2. Significant Accounting Policies

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported therein. Actual results could differ from those estimates.

Investments are made in the mutual funds at their reported net asset value and are carried at fair value. Transactions are recorded on the trade date. Income from dividends is recorded on the ex-dividend date. Realized gains and losses on sales of investments are computed on the basis of identified cost of the investments sold.

Annuity reserves are computed for contracts in the income stage according to the 1983a Individual Annuity Mortality Table. The assumed investment rate is either 3.0%, 4.0%, 5.0% or 6.0% unless the annuitant elects otherwise, in which case the rate may vary from 3.0% to 6.0%, as regulated by the laws of the respective states. The mortality risk is fully borne by the Company.

The net assets retained by the Company represent seed money shares invested in certain sub-accounts required to commence operations. The seed money is stated at market value (shares multiplied by net asset value per share).

The operations of the Variable Account are included in the federal income tax return of the Company, which is taxed as a Life Insurance Company under the provisions of the Internal Revenue Code. The Company does not anticipate any tax liability resulting from the operations of the Variable Account. Therefore, a provision for income taxes has not been charged against the Variable Account.

3. Expenses

Keyport Advisor, Keyport Advisor Charter, Keyport Advisor Optima, Keyport Charter, Keyport Optima, and Keyport Latitude Variable Annuity

There are no deductions made from purchase payments for sales charges at the time of purchase. In the event of a contract termination, a contingent deferred sales charge, based on a graded table of charges, is deducted. An annual contract maintenance charge of $36 to cover the cost of contract administration is deducted from each contract holder's account on the contract anniversary date. Daily deductions are made from each Sub-Account for assumption of mortality and expense risk at an effective annual rate of 1.25% of contract value. A daily deduction is also made for distribution costs incurred by the Company at an effective annual rate of 0.15% of contract value. For the contact series Keyport Advisor Employee, the effective annual rate for daily deductions for the assumption of mortality and expense risk is 0.35%; no other charges apply.

Optional riders are available for Keyport Advisor Charter and Optima only. The deduction is a yearly charge of 0.35% for a guaranteed income benefit rider, 0.05% for an enhanced death benefit (if purchased with income rider) and 0.10% for an enhanced death benefit (if purchased without the income rider).

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

3. Expenses (continued)

Keyport Advisor Vista and Keyport Vista Variable Annuity

There are no deductions made from purchase payments for sales charges at the time of purchase. There are also no contingent deferred sales charges or distribution charges. Daily deductions are made from each Sub-Account for administrative charges incurred by the Company at an effective annual rate of 0.15% of contract value. A daily deduction is also made from each sub-account for assumption of mortality and expense risk at an effective annual rate of 1.25% of contract value

Keyport Exeter Variable Annuity

There are no deductions made from purchase payments for sales charges at the time of purchase. There are also no contingent deferred sales charges or distribution charges. An annual contract maintenance charge of $35 to cover the cost of contract administration is deducted from each contract holder's account on the contract anniversary date. Daily deductions are made from each Sub-Account for assumption of mortality and expense risk at an effective annual rate 0.35% of contract value.

Stein Roe Variable Annuity

There are no deductions made from purchase payments for sales charges at the time of purchase. There are also no contingent deferred sales charges or distribution charges. Daily deductions are made from each Sub-Account for assumption of mortality and expense risk at an effective annual rate of 0.65% of contract value.

Rydex Variable Annuity

There are no deductions made from purchase payments for sales charges at the time of purchase. There are also no contingent deferred sales charges or distribution charges. Daily deductions are made from each Sub-Account for assumption of mortality and expense risk at an effective annual rate of 0.90% of contract value.

4. Affiliated Company Transactions

The Company provides administrative services necessary for the operation of the Variable Account. The Company has absorbed all organizational expenses including the fees of registering the Variable Account and its contracts for distribution under federal and state securities laws. Clarendon Insurance Agency, Inc. ("Clarendon"), a wholly owned subsidiary of the Company, is the principal underwriter for SteinRoe Variable Investment Trust ("SRVIT") and Liberty Variable Investment Trust ("LVIT"). On December 31, 2003, Keyport Financial Service Corp. (KFSC), (former principal underwriter for SRVIT and LVIT and a wholly owned subsidiary of Keyport), merged into Clarendon. Clarendon is the surviving entity. The investment advisors' compensation is based upon the fair value of the mutual funds.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

5. Unit Values

A summary of the accumulation unit values at December 31, 2004, 2003, 2002 and 2001, the accumulation units and dollar value, the investment income ratios, the expense ratios (excluding expenses of the underlying funds) and the total return for the years ended December 31, 2004, 2003, 2002 and 2001 are as follows:

		At December 31								For the year ended December 31
										Investment
			Unit Fair Value					Net		Income	Expense Ratio 2			Total Return 3
		Units	lowest to highest					Assets 4		Ratio 1	lowest to highest			lowest to highest
AIM VI Capital Appreciation Series I
	December 31, 2004	1,644,791	$	10.535	to	$	10.727	$	17,374,279	0.00%	1.24%	to	1.39%	5.15%	to	5.31%
	December 31, 2003	1,708,618		10.019	to		10.186		17,162,283	0.00%	1.24%	to	1.39%	27.73%	to	27.92%
	December 31, 2002	1,932,189		7.843	to		7.963		15,193,702	0.00%	1.24%	to	1.39%	-25.40%	to	-25.29%
	December 31, 2001	2,364,054		10.514	to		10.658		24,922,688	0.00%	1.24%	to	1.39%	-24.35%	to	-24.23%
AIM VI Growth Series I
	December 31, 2004	265,891		7.576	to		7.639		2,019,073	0.00%	1.24%	to	1.39%	6.73%	to	6.89%
	December 31, 2003	316,477		7.098	to		7.147		2,250,656	0.00%	1.24%	to	1.39%	29.43%	to	29.62%
	December 31, 2002	364,564		5.484	to		5.514		2,002,421	0.00%	1.24%	to	1.39%	-31.93%	to	-31.82%
	December 31, 2001	546,226		8.056	to		8.088		4,406,474	0.20%	1.24%	to	1.39%	-34.80%	to	-34.71%
AIM VI International Growth Fund Series I
	December 31, 2004	3,042,123		7.938	to		10.829		32,123,515	0.65%	1.24%	to	1.39%	22.29%	to	22.47%
	December 31, 2003	3,370,876		6.481	to		8.855		29,032,673	0.58%	1.24%	to	1.39%	27.28%	to	27.47%
	December 31, 2002	3,255,872		5.085	to		6.957		21,826,302	0.63%	1.24%	to	1.39%	-16.84%	to	-16.72%
	December 31, 2001	2,600,301		6.105	to		8.366		20,815,086	0.29%	1.24%	to	1.39%	-24.60%	to	-24.48%
AIM VI Premier Equity Fund Series I
	December 31, 2004	3,003,442		7.197	to		8.455		21,766,966	0.44%	1.24%	to	1.39%	4.31%	to	4.46%
	December 31, 2003	3,400,640		6.900	to		8.106		23,627,775	0.29%	1.24%	to	1.39%	23.35%	to	23.54%
	December 31, 2002	3,936,931		5.594	to		6.571		22,172,555	0.31%	1.24%	to	1.39%	-31.22%	to	-31.12%
	December 31, 2001	4,551,768		8.133	to		9.555		37,270,403	0.13%	1.24%	to	1.39%	-13.78%	to	-13.65%
Alger American Growth Portfolio
	December 31, 2004	2,483,790		15.838	to		16.911		39,400,571	0.00%	0.35%	to	1.39%	4.04%	to	5.13%
	December 31, 2003	2,950,057		15.224	to		16.087		44,978,824	0.00%	0.35%	to	1.39%	33.30%	to	34.69%
	December 31, 2002	3,343,221		11.421	to		11.944		38,240,992	0.04%	0.35%	to	1.39%	-33.92%	to	-33.23%
	December 31, 2001	4,395,475		17.283	to		21.054		76,082,646	0.24%	0.35%	to	1.39%	-13.04%	to	5.60%
Alger American Small Capitalization Portfolio
	December 31, 2004	1,138,962		10.512	to		11.955		11,979,656	0.00%	0.35%	to	1.39%	14.36%	to	16.16%
	December 31, 2003	1,342,657		9.145	to		10.292		12,282,493	0.00%	0.35%	to	1.39%	40.38%	to	41.85%
	December 31, 2002	1,512,410		6.514	to		7.256		9,855,019	0.00%	0.35%	to	1.39%	-27.25%	to	-26.48%
	December 31, 2001	1,832,649		8.954	to		12.488		16,411,558	0.05%	0.35%	to	1.39%	-30.49%	to	-3.36%
AllianceBernstein Global Bond Portfolio (A)
	December 31, 2004	1,235,671		13.938	to		15.057		17,280,263	5.73%	0.35%	to	1.39%	8.11%	to	9.25%
	December 31, 2003	1,490,814		12.892	to		13.782		19,282,430	5.99%	0.35%	to	1.39%	11.70%	to	12.87%
	December 31, 2002	1,739,794		11.542	to		12.211		20,144,892	1.15%	0.35%	to	1.39%	0.00%	to	16.51%
	December 31, 2001	2,220,556		10.010	to		10.481		22,295,805	0.00%	0.35%	to	1.39%	-1.66%	to	-0.54%
AllianceBernstein Global Bond Portfolio (B)
	December 31, 2004	383,109		13.689	to		13.802		5,257,162	5.58%	1.24%	to	1.39%	7.82%	to	7.98%
	December 31, 2003	445,194		12.696	to		12.782		5,664,409	5.64%	1.24%	to	1.39%	11.52%	to	11.69%
	December 31, 2002	504,684		11.384	to		11.444		5,754,708	0.94%	1.24%	to	1.39%	14.98%	to	15.15%
	December 31, 2001	548,236		9.901	to		9.938		5,434,480	0.00%	1.24%	to	1.39%	-1.93%	to	-1.78%
AllianceBernstein Growth and Income Portfolio (A)
	December 31, 2004	294,155		14.684	to		14.684		4,319,489	0.95%	1.39%	to	1.39%	9.92%	to	9.92%
	December 31, 2003	321,761		13.359	to		13.359		4,298,501	1.04%	1.39%	to	1.39%	30.68%	to	30.68%
	December 31, 2002	395,376		10.223	to		10.223		4,042,051	0.64%	1.39%	to	1.39%	-23.13%	to	-23.13%
	December 31, 2001	540,647		13.299	to		13.299		7,190,280	0.60%	1.39%	to	1.39%	-1.04%	to	-1.04%
AllianceBernstein Growth and Income Portfolio (B)
	December 31, 2004	4,147,840		11.078	to		11.686		48,087,708	0.74%	1.24%	to	1.39%	9.68%	to	9.85%
	December 31, 2003	4,350,967		10.100	to		10.639		45,983,625	0.85%	1.24%	to	1.39%	30.36%	to	30.56%
	December 31, 2002	4,128,896		7.748	to		8.149		33,473,836	0.57%	1.24%	to	1.39%	-24.89%	to	-23.23%
	December 31, 2001	3,671,104		10.107	to		10.614		38,826,725	0.56%	1.24%	to	1.39%	-1.24%	to	-1.09%
AllianceBernstein Growth Portfolio (B)
	December 31, 2004	106,044		11.112	to		11.165		1,181,281	0.00%	1.24%	to	1.39%	12.94%	to	13.11%
	December 31, 2003	116,675		9.838	to		9.871		1,150,073	0.00%	1.24%	to	1.39%	32.84%	to	33.04%
	December 31, 2002	99,651		7.406	to		7.419		738,789	0.00%	1.24%	to	1.39%	-29.26%	to	-29.15%
	December 31, 2001	115,702		10.469	to		10.472		1,211,446	0.00%	1.24%	to	1.39%	4.69%	to	4.72%
AllianceBernstein International Portfolio (B)
	December 31, 2004	40,807		12.851	to		12.913		525,053	0.19%	1.24%	to	1.39%	15.78%	to	15.95%
	December 31, 2003	37,779		11.100	to		11.136		419,704	0.09%	1.24%	to	1.39%	29.30%	to	29.50%
	December 31, 2002	37,644		8.584	to		8.600		323,318	0.00%	1.24%	to	1.39%	-16.67%	to	-16.54%
	December 31, 2001	41,102		10.301	to		10.304		423,429	0.00%	1.24%	to	1.39%	3.01%	to	3.04%
AllianceBernstein Premier Growth Portfolio (A)
	December 31, 2004	2,963,832		9.557	to		15.914		45,388,257	0.00%	0.35%	to	1.39%	7.12%	to	8.24%
	December 31, 2003	3,707,808		8.922	to		14.703		53,016,937	0.00%	0.35%	to	1.39%	21.96%	to	23.24%
	December 31, 2002	4,445,805		7.316	to		11.930		52,135,105	0.00%	0.35%	to	1.39%	-31.60%	to	-30.89%
	December 31, 2001	6,028,392		10.696	to		22.946		103,295,637	0.00%	0.35%	to	1.39%	-18.36%	to	8.46%
AllianceBernstein Premier Growth Portfolio (B)
	December 31, 2004	4,205,397		6.731	to		6.916		28,661,909	0.00%	1.24%	to	1.39%	6.84%	to	7.01%
	December 31, 2003	4,980,175		6.300	to		6.472		31,771,421	0.00%	1.24%	to	1.39%	21.66%	to	21.85%
	December 31, 2002	5,567,625		5.178	to		6.518		29,193,378	0.00%	1.24%	to	1.39%	-31.80%	to	-28.71%
	December 31, 2001	6,668,554		7.593	to		9.144		51,266,126	0.00%	1.24%	to	1.39%	-18.55%	to	-18.43%

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

5. Unit Values (continued)

		At December 31								For the year ended December 31
										Investment
			Unit Fair Value					Net		Income	Expense Ratio 2			Total Return 3
		Units	lowest to highest					Assets 4		Ratio 1	lowest to highest			lowest to highest
AllianceBernstein Real Estate Investment Portfolio (A)
	December 31, 2004	47,685	$	21.420	to	$	21.420	$	1,021,411	2.27%	1.39%	to	1.39%	33.75%	to	33.75%
	December 31, 2003	52,554		16.015	to		16.015		841,633	2.65%	1.39%	to	1.39%	37.38%	to	37.38%
	December 31, 2002	65,646		11.658	to		11.658		765,275	2.45%	1.39%	to	1.39%	1.18%	to	1.18%
	December 31, 2001	79,104		11.521	to		11.521		911,371	3.59%	1.39%	to	1.39%	9.26%	to	9.26%
AllianceBernstein Technology Portfolio (B)
	December 31, 2004	2,198,138		6.779	to		7.204		15,710,648	0.00%	1.24%	to	1.39%	3.63%	to	3.79%
	December 31, 2003	2,522,678		6.541	to		7.020		17,397,766	0.00%	1.24%	to	1.39%	41.81%	to	42.02%
	December 31, 2002	2,583,241		4.613	to		17.682		12,562,586	0.00%	1.24%	to	1.39%	-42.61%	to	-42.53%
	December 31, 2001	3,026,025		8.038	to		17.682		25,644,080	0.00%	1.24%	to	1.39%	-26.49%	to	-26.38%
AllianceBernstein Total Return Portfolio (B)
	December 31, 2004	162,196		11.084	to		11.137		1,800,614	2.27%	1.24%	to	1.39%	7.29%	to	7.45%
	December 31, 2003	137,958		10.331	to		10.365		1,427,115	2.69%	1.24%	to	1.39%	17.14%	to	17.32%
	December 31, 2002	155,596		8.819	to		8.835		1,373,388	1.84%	1.24%	to	1.39%	-12.04%	to	-11.90%
	December 31, 2001	162,454		10.026	to		10.029		1,628,999	0.00%	1.24%	to	1.39%	0.26%	to	0.29%
AllianceBernstein Worldwide Privatization Portfolio (B)
	December 31, 2004	270,729		10.992	to		11.067		2,978,413	0.10%	1.24%	to	1.39%	22.26%	to	22.44%
	December 31, 2003	205,744		8.991	to		9.039		1,851,594	1.06%	1.24%	to	1.39%	41.10%	to	41.31%
	December 31, 2002	150,875		6.372	to		6.397		961,739	1.71%	1.24%	to	1.39%	-5.58%	to	-5.44%
	December 31, 2001	101,196		6.749	to		6.765		683,066	0.16%	1.24%	to	1.39%	-18.43%	to	-18.31%
Colonial Global Equity Fund, VS (B)
	December 31, 2004	-		-	to		-		-	-	-		-	-	to	-
	December 31, 2003	-		5.137	to		5.166		-	3.43%5	1.24%	to	1.39%	-0.41%	to	-0.37%
	December 31, 2002	303,749		5.158	to		5.185		1,568,903	0.00%	1.24%	to	1.39%	-21.19%	to	-21.07%
	December 31, 2001	427,744		6.545	to		6.570		2,802,406	0.00%	1.24%	to	1.39%	-25.63%	to	-25.51%
Colonial International Horizons Fund, VS (B)
	December 31, 2004	-		-	to		-		-	-	-		-	-	to	-
	December 31, 2003	-		5.883	to		5.916		-	1.86%5	1.24%	to	1.39%	-2.21%	to	-2.17%
	December 31, 2002	620,837		6.016	to		6.047		3,739,200	0.05%	1.24%	to	1.39%	-14.14%	to	-14.01%
	December 31, 2001	667,937		7.006	to		7.032		4,685,399	0.46%	1.24%	to	1.39%	-24.40%	to	-24.28%
Colonial Small Cap Value Fund, VS (A)
	December 31, 2004	583,290		17.491	to		17.638		10,220,825	0.49%	0.65%	to	1.39%	21.01%	to	21.19%
	December 31, 2003	527,621		14.454	to		14.554		7,639,543	0.31%	0.65%	to	1.39%	37.52%	to	37.72%
	December 31, 2002	590,439		10.511	to		10.568		6,214,341	0.20%	0.65%	to	1.39%	-7.50%	to	-7.37%
	December 31, 2001	486,886		11.364	to		13.043		5,539,446	0.32%	0.65%	to	1.39%	5.36%	to	7.94%
Colonial Small Cap Value Fund, VS (B)
	December 31, 2004	1,135,581		17.448	to		17.594		19,828,593	0.33%	1.24%	to	1.39%	20.81%	to	20.99%
	December 31, 2003	1,094,507		14.442	to		14.541		15,817,272	0.33%	1.24%	to	1.39%	37.42%	to	37.63%
	December 31, 2002	1,010,552		10.509	to		10.566		10,627,189	0.21%	1.24%	to	1.39%	-7.44%	to	-7.30%
	December 31, 2001	665,467		11.354	to		11.398		7,560,320	0.37%	1.24%	to	1.39%	7.69%	to	7.85%
Colonial Strategic Income Fund, VS (A)
	December 31, 2004	3,359,897		13.995	to		21.705		65,625,701	7.56%	0.35%	to	1.39%	8.64%	to	9.78%
	December 31, 2003	4,024,963		12.882	to		19.772		72,464,904	7.16%	0.35%	to	1.39%	16.77%	to	17.99%
	December 31, 2002	4,616,119		11.032	to		16.758		71,164,949	7.55%	0.35%	to	1.39%	7.03%	to	8.15%
	December 31, 2001	5,686,325		10.278	to		15.495		82,021,153	8.11%	0.35%	to	1.39%	2.35%	to	3.42%
Colonial Strategic Income Fund, VS (B)
	December 31, 2004	2,484,658		13.856	to		19.633		47,634,325	7.98%	1.24%	to	1.39%	8.33%	to	8.50%
	December 31, 2003	2,566,703		12.790	to		18.096		45,130,395	8.14%	1.24%	to	1.39%	16.66%	to	16.84%
	December 31, 2002	1,821,568		10.964	to		15.488		27,419,053	9.61%	1.24%	to	1.39%	6.71%	to	6.87%
	December 31, 2001	1,171,866		10.274	to		14.493		16,542,553	13.82%	1.24%	to	1.39%	2.22%	to	2.37%
Colonial High Yield Securities, VS (A)
	December 31, 2004	-			to		-		-	-	-		-	-	to	-
	December 31, 2003	-		8.579	to		9.124		-	9.05%5	0.65%	to	1.39%	6.26%	to	6.48%
	December 31, 2002	1,228,433		8.074	to		8.569		10,030,208	8.69%	0.65%	to	1.39%	-5.12%	to	-4.41%
	December 31, 2001	1,262,538		8.509	to		8.964		10,750,173	8.68%	0.65%	to	1.39%	-4.02%	to	-3.30%
Colonial High Yield Securities, VS (B)
	December 31, 2004	-		-	to		-		-	-	-		-	-	to	-
	December 31, 2003	-		8.549	to		8.599		-	9.09%5	1.24%	to	1.39%	6.27%	to	6.31%
	December 31, 2002	1,593,619		8.045	to		8.088		12,827,932	11.21%	1.24%	to	1.39%	-5.09%	to	-4.95%
	December 31, 2001	807,527		8.476	to		8.509		6,850,992	12.97%	1.24%	to	1.39%	-4.17%	to	-4.02%
Columbia High Yield Fund II, VS (A)
	December 31, 2004	671,908		9.715	to		10.465		6,547,176	5.29%	0.65%	to	1.39%	5.53%	to	6.32%
	December 31, 2003	927,996		9.205	to		9.842		8,600,060	6.80%5	0.65%	to	1.39%	7.29%	to	7.87%
Columbia High Yield Fund II, VS (B)
	December 31, 2004	2,016,436		9.680	to		9.762		19,538,391	5.32%	1.24%	to	1.39%	5.58%	to	5.74%
	December 31, 2003	2,452,783		9.169	to		9.232		22,506,109	6.70%5	1.24%	to	1.39%	7.25%	to	7.37%
Columbia International Fund, VS (A)
	December 31, 2004	3,987,162		11.463	to		15.364		45,991,784	1.15%	0.35%	to	1.39%	12.16%	to	13.33%
	December 31, 2003	4,832,046		10.221	to		13.597		49,655,929	1.77%	0.35%	to	1.39%	33.67%	to	35.97%
	December 31, 2002	2,867,881		7.646	to		8.583		22,037,677	0.33%	0.35%	to	1.39%	-14.55%	to	-13.66%
	December 31, 2001	3,498,902		8.948	to		9.941		31,462,234	0.00%	0.35%	to	1.39%	-25.41%	to	-24.62%

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

5. Unit Values (continued)

		At December 31								For the year ended December 31
										Investment
			Unit Fair Value					Net		Income	Expense Ratio 2			Total Return 3
		Units	lowest to highest					Assets 4		Ratio 1	lowest to highest			lowest to highest
Columbia International Fund , VS (B)
	December 31, 2004	401,033	$	15.217	to	$	15.257	$	6,106,415	0.96%	1.24%	to	1.39%	11.91%	to	12.08%
	December 31, 2003	447,494		13.598	to		13.613		6,086,705	1.21%5	1.24%	to	1.39%	35.98%	to	36.13%
Columbia Real Estate Equity Fund II, VS (B)
	December 31, 2004	118,997		16.253	to		19.291		2,280,333	3.53%	1.24%	to	1.39%	28.47%	to	28.66%
	December 31, 2003	132,918		12.651	to		14.993		1,983,432	2.62%5	1.24%	to	1.39%	29.45%	to	29.59%
Crabbe Huson Real Estate Investment Fund, VS (B)
	December 31, 2004	-		-	to		-		-	-	-		-	-	to	-
	December 31, 2003	-		9.773	to		11.570		-	13.6%5	1.24%	to	1.39%	0.96%	to	1.00%
	December 31, 2002	145,593		9.773	to		11.455		1,659,698	4.49%	1.24%	to	1.39%	-0.97%	to	-0.82%
	December 31, 2001	179,465		9.773	to		11.549		2,065,134	4.59%	1.24%	to	1.39%	0.00%	to	13.10%
Exeter Growth Fund
	December 31, 2004	-		-	to		-		-	0.00%	0.35%	to	0.35%	0.00%	to	0.00%
	December 31, 2003	-		17.420	to		17.420		-	2.39%	0.35%	to	0.35%	14.73%	to	14.73%
	December 31, 2002	20,766		15.183	to		15.183		315,288	2.42%	0.35%	to	0.35%	-11.22%	to	-11.22%
	December 31, 2001	20,768		17.103	to		17.103		355,181	2.45%	0.35%	to	0.35%	4.97%	to	4.97%
Exeter Moderate Growth Fund
	December 31, 2004	-		-	to		-		-	0.00%	0.35%	to	0.35%	0.00%	to	0.00%
	December 31, 2003	-		15.641	to		15.641		-	2.61%	0.35%	to	0.35%	13.92%	to	13.92%
	December 31, 2002	11,986		13.730	to		13.730		164,572	3.03%	0.35%	to	0.35%	-5.73%	to	-5.73%
	December 31, 2001	11,989		14.565	to		14.565		174,614	2.24%	0.35%	to	0.35%	3.05%	to	3.05%
Fidelity VIP Equity Income Fund - SC2
	December 31, 2004	3,754,165		11.558	to		11.637		43,418,765	1.39%	1.24%	to	1.39%	9.69%	to	9.86%
	December 31, 2003	3,601,472		10.537	to		10.593		37,968,990	1.37%	1.24%	to	1.39%	28.23%	to	28.43%
	December 31, 2002	2,529,381		8.217	to		8.248		20,791,706	1.37%	1.24%	to	1.39%	-18.30%	to	-18.17%
	December 31, 2001	1,636,586		10.057	to		10.080		16,463,928	0.84%	1.24%	to	1.39%	-6.54%	to	-6.40%
Fidelity VIP III Dynamic Capital Appreciation Fund - SC2
	December 31, 2004	106,203		9.518	to		10.474		1,107,711	0.00%	1.24%	to	1.39%	-0.12%	to	0.03%
	December 31, 2003	100,593		9.515	to		10.487		1,050,989	0.00%	1.24%	to	1.39%	23.19%	to	23.37%
	December 31, 2002	43,247		7.712	to		8.513		365,149	0.21%	1.24%	to	1.39%	-8.83%	to	-8.69%
	December 31, 2001	28,365		8.447	to		9.337		261,064	0.00%	1.24%	to	1.39%	-15.53%	to	-6.63%
Fidelity VIP III Growth Opportunities Fund - SC2
	December 31, 2004	2,437,441		7.258	to		7.307		17,699,605	0.33%	1.24%	to	1.39%	5.41%	to	5.57%
	December 31, 2003	2,389,304		6.885	to		6.922		16,457,703	0.40%	1.24%	to	1.39%	27.62%	to	27.81%
	December 31, 2002	1,844,676		5.395	to		5.416		9,956,372	0.72%	1.24%	to	1.39%	-23.09%	to	-22.97%
	December 31, 2001	1,290,336		7.015	to		7.031		9,053,824	0.23%	1.24%	to	1.39%	-15.83%	to	-15.70%
Liberty All-Star Equity Fund, VS (A)
	December 31, 2004	-		11.010	to		12.894		-	0.00%	0.35%	to	1.39%	4.95%	to	5.19%
	December 31, 2003	3,110,823		10.501	to		12.258		35,802,131	0.20%	0.35%	to	1.39%	38.79%	to	40.24%
	December 31, 2002	3,353,983		7.566	to		8.741		27,809,087	0.16%	0.35%	to	1.39%	-27.06%	to	-26.29%
	December 31, 2001	4,074,881		10.101	to		13.446		46,307,710	0.26%	0.35%	to	1.39%	-13.95%	to	1.52%
Liberty All-Star Equity Fund, VS (B)
	December 31, 2004	-		9.094	to		12.186		-	0.00%	1.24%	to	1.39%	4.85%	to	4.90%
	December 31, 2003	454,189		8.673	to		11.617		4,024,803	0.23%	1.24%	to	1.39%	38.79%	to	38.99%
	December 31, 2002	402,929		6.249	to		8.358		2,580,788	0.17%	1.24%	to	1.39%	-26.99%	to	-26.88%
	December 31, 2001	438,061		8.559	to		11.430		3,865,989	0.31%	1.24%	to	1.39%	-14.03%	to	-13.90%
Liberty Asset Allocation Fund VS (A)
	December 31, 2004	2,449,676		10.403	to		48.967		71,902,225	2.39%	0.35%	to	1.39%	8.47%	to	9.60%
	December 31, 2003	2,859,439		9.520	to		28.075		76,988,228	3.25%	0.35%	to	1.39%	18.80%	to	20.04%
	December 31, 2002	3,406,893		7.954	to		23.597		76,859,833	3.44%	0.35%	to	1.39%	-12.95%	to	-12.03%
	December 31, 2001	4,403,990		9.069	to		27.065		113,382,956	3.11%	0.35%	to	1.39%	-10.45%	to	-9.51%
Liberty Asset Allocation Fund VS (B)
	December 31, 2004	1,870,567		11.570	to		30.223		50,467,897	2.25%	1.24%	to	1.39%	8.28%	to	8.45%
	December 31, 2003	2,110,128		10.685	to		27.869		51,977,662	2.90%	1.24%	to	1.39%	18.63%	to	18.81%
	December 31, 2002	2,182,653		9.007	to		23.457		45,098,815	2.86%	1.24%	to	1.39%	-13.16%	to	-13.03%
	December 31, 2001	1,804,890		10.371	to		26.971		42,501,877	1.99%	1.24%	to	1.39%	-10.65%	to	-10.52%
Liberty Federal Securities Fund VS (A)
	December 31, 2004	1,773,235		13.496	to		26.262		43,403,828	5.24%	0.35%	to	1.39%	2.71%	to	3.78%
	December 31, 2003	2,260,728		13.043	to		24.992		53,577,372	4.42%	0.35%	to	1.39%	1.22%	to	2.28%
	December 31, 2002	2,837,128		12.790	to		24.652		66,778,736	4.06%	0.35%	to	1.39%	8.23%	to	9.37%
	December 31, 2001	2,530,031		11.729	to		22.743		55,016,893	5.53%	0.35%	to	1.39%	5.55%	to	6.66%
Liberty Federal Securities Fund VS (B)
	December 31, 2004	3,293,398		24.085	to		25.398		79,587,267	4.82%	1.24%	to	1.39%	2.48%	to	2.64%
	December 31, 2003	3,702,413		23.502	to		24.745		87,303,436	3.79%	1.24%	to	1.39%	0.90%	to	1.05%
	December 31, 2002	3,526,816		23.291	to		24.487		82,428,283	3.33%	1.24%	to	1.39%	8.07%	to	8.24%
	December 31, 2001	1,960,299		21.551	to		22.624		42,397,178	2.87%	1.24%	to	1.39%	5.28%	to	5.44%
Liberty Growth & Income Fund, VS (A)
	December 31, 2004	4,758,220		10.915	to		31.115		130,472,664	1.73%	0.35%	to	1.39%	12.19%	to	13.36%
	December 31, 2003	5,486,967		9.657	to		27.448		134,147,331	1.60%	0.35%	to	1.39%	18.14%	to	19.37%
	December 31, 2002	3,437,304		8.114	to		22.993		71,109,631	1.08%	0.35%	to	1.39%	-23.03%	to	-22.22%
	December 31, 2001	4,071,114		10.464	to		29.563		109,653,805	1.01%	0.35%	to	1.39%	-1.98%	to	-0.95%

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

5. Unit Values (continued)

		At December 31								For the year ended December 31
										Investment
			Unit Fair Value					Net		Income	Expense Ratio 2			Total Return 3
		Units	lowest to highest					Assets 4		Ratio 1	lowest to highest			lowest to highest
Liberty Growth & Income Fund, VS (B)
	December 31, 2004	1,395,486	$	12.097	to	$	27.946	$	37,327,648	1.54%	1.24%	to	1.39%	11.89%	to	12.06%
	December 31, 2003	1,550,353		10.812	to		24.939		36,932,735	1.82%	1.24%	to	1.39%	18.01%	to	18.19%
	December 31, 2002	1,140,031		9.162	to		21.102		23,027,405	1.23%	1.24%	to	1.39%	-23.14%	to	-23.02%
	December 31, 2001	825,607		11.920	to		27.412		21,961,119	1.86%	1.24%	to	1.39%	-2.03%	to	-1.88%
Liberty Money Market Fund VS (A)
	December 31, 2004	8,215,045		10.406	to		16.577		126,381,296	0.87%	0.00%	to	1.39%	-0.52%	to	0.88%
	December 31, 2003	7,813,837		10.933	to		16.433		120,466,243	0.69%	0.00%	to	1.39%	-0.70%	to	0.69%
	December 31, 2002	11,349,307		10.929	to		16.321		177,022,732	1.27%	0.00%	to	1.39%	-0.15%	to	1.25%
	December 31, 2001	11,243,870		10.865	to		16.120		173,332,847	3.40%	0.00%	to	1.39%	2.19%	to	3.63%
Liberty Newport Japan Opp Fund, VS (B)
	December 31, 2004	-		-	to		-		-	0.00%	0.00%	to	0.00%	0.00%	to	0.00%
	December 31, 2003	-		3.630	to		3.645		-	0.00%	1.24%	to	1.39%	-5.64%	to	-5.62%
	December 31, 2002	5,607		3.847	to		3.862		21,571	0.00%	1.24%	to	1.39%	-14.81%	to	-14.68%
	December 31, 2001	8,248		4.516	to		4.526		37,253	0.00%	1.24%	to	1.39%	-33.05%	to	-32.95%
Liberty S&P 500 Index Fund, VS (B)
	December 31, 2004	5,250,083		8.055	to		8.110		42,307,778	1.30%	1.24%	to	1.39%	8.59%	to	8.75%
	December 31, 2003	5,319,695		7.418	to		7.457		39,475,050	1.01%	1.24%	to	1.39%	25.92%	to	26.11%
	December 31, 2002	4,174,320		5.891	to		5.913		24,597,700	0.99%	1.24%	to	1.39%	-23.82%	to	-23.70%
	December 31, 2001	2,745,357		7.732	to		7.750		21,234,014	0.84%	1.24%	to	1.39%	-13.37%	to	-13.24%
Liberty Select Value Fund, VS (B)
	December 31, 2004	2,609,259		13.447	to		13.539		35,101,572	0.28%	1.24%	to	1.39%	13.72%	to	13.89%
	December 31, 2003	2,711,330		11.824	to		11.887		32,070,195	0.19%	1.24%	to	1.39%	25.68%	to	25.87%
	December 31, 2002	2,247,681		9.408	to		9.444		21,152,251	0.10%	1.24%	to	1.39%	-12.44%	to	-12.30%
	December 31, 2001	1,223,499		10.744	to		10.769		13,149,049	0.44%	1.24%	to	1.39%	2.04%	to	2.19%
Liberty Small Company Growth Fund VS (A)
	December 31, 2004	231,682		12.308	to		36.363		8,207,238	0.00%	0.35%	to	1.39%	9.94%	to	11.09%
	December 31, 2003	246,125		11.195	to		33.026		7,905,566	0.00%	0.35%	to	1.39%	42.13%	to	43.62%
	December 31, 2002	252,195		7.877	to		23.201		5,704,675	0.00%	0.35%	to	1.39%	-25.33%	to	-24.55%
	December 31, 2001	292,905		10.549	to		31.027		8,879,327	0.00%	0.35%	to	1.39%	-11.28%	to	-10.34%
Liberty Value Fund, VS (A)
	December 31, 2004	-		-	to		-		-	0.00%	0.00%	to	0.00%	0.00%	to	0.00%
	December 31, 2003	-		8.809	to		20.047		-	1.47%5	0.35%	to	1.39%	-6.77%	to	-6.52%
	December 31, 2002	3,004,872		9.449	to		21.444		58,361,771	1.24%	0.35%	to	1.39%	-21.63%	to	-20.81%
	December 31, 2001	3,556,488		12.057	to		27.080		88,115,159	1.26%	0.35%	to	1.39%	-1.57%	to	-0.53%
Liberty Value Fund, VS (B)
	December 31, 2004	-		-	to		-		-	0.00%	0.00%		0.00%	0.00%	to	0.00%
	December 31, 2003	-		8.744	to		18.626		-	1.26%5	1.24%	to	1.39%	-6.84%	to	-6.81%
	December 31, 2002	374,089		9.386	to		19.986		7,145,433	1.25%	1.24%	to	1.39%	-21.80%	to	-21.68%
	December 31, 2001	281,467		12.003	to		25.520		6,945,124	1.83%	1.24%	to	1.39%	-1.82%	to	-1.67%
MFS Bond Series IC
	December 31, 2004	233,078		13.905	to		13.905		3,241,035	6.08%	1.39%	to	1.39%	4.60%	to	4.60%
	December 31, 2003	297,978		13.294	to		13.294		3,961,448	5.90%	1.39%	to	1.39%	7.83%	to	7.83%
	December 31, 2002	357,952		12.329	to		12.329		4,413,263	6.06%	1.39%	to	1.39%	7.42%	to	7.42%
	December 31, 2001	514,397		11.478	to		11.478		5,904,126	6.76%	1.39%	to	1.39%	7.20%	to	7.20%
MFS Emerging Growth Series IC
	December 31, 2004	981,602		9.824	to		15.052		12,817,064	0.00%	0.35%	to	1.39%	11.40%	to	12.56%
	December 31, 2003	1,234,972		8.819	to		13.372		14,477,464	0.00%	0.35%	to	1.39%	28.43%	to	29.77%
	December 31, 2002	1,488,352		6.867	to		10.304		13,579,722	0.00%	0.35%	to	1.39%	-34.68%	to	-33.99%
	December 31, 2001	1,906,401		10.513	to		20.424		26,644,750	0.00%	0.35%	to	1.39%	-34.41%	to	-4.66%
MFS Emerging Growth Series SC
	December 31, 2004	456,401		9.741	to		13.137		5,914,440	0.00%	1.24%	to	1.39%	11.16%	to	11.33%
	December 31, 2003	512,384		8.763	to		11.801		5,965,282	0.00%	1.24%	to	1.39%	28.14%	to	28.33%
	December 31, 2002	523,632		6.839	to		9.196		4,743,703	0.00%	1.24%	to	1.39%	-34.77%	to	-34.67%
	December 31, 2001	591,515		10.484	to		14.076		8,230,355	0.00%	1.24%	to	1.39%	-34.54%	to	-34.44%
MFS Investors Growth Stock Series SC
	December 31, 2004	2,571,131		6.039	to		6.080		15,533,303	0.00%	1.24%	to	1.39%	7.48%	to	7.64%
	December 31, 2003	2,681,375		5.619	to		5.649		15,071,517	0.00%	1.24%	to	1.39%	20.91%	to	21.09%
	December 31, 2002	1,951,409		4.647	to		4.665		9,070,927	0.00%	1.24%	to	1.39%	-28.72%	to	-28.61%
	December 31, 2001	1,721,237		6.519	to		6.534		11,222,861	0.07%	1.24%	to	1.39%	-25.88%	to	-25.76%
MFS Investors Trust Series SC
	December 31, 2004	1,990,443		8.197	to		8.253		16,323,512	0.44%	1.24%	to	1.39%	9.59%	to	9.75%
	December 31, 2003	2,084,577		7.480	to		7.520		15,599,304	0.43%	1.24%	to	1.39%	20.15%	to	20.33%
	December 31, 2002	1,761,945		6.226	to		6.249		10,973,764	0.45%	1.24%	to	1.39%	-22.24%	to	-22.13%
	December 31, 2001	1,250,131		8.007	to		8.025		10,012,762	0.35%	1.24%	to	1.39%	-17.27%	to	-17.14%
MFS New Discovery Series SC
	December 31, 2004	948,910		7.888	to		7.942		7,487,676	0.00%	1.24%	to	1.39%	4.74%	to	4.90%
	December 31, 2003	1,021,837		7.532	to		7.572		7,698,082	0.00%	1.24%	to	1.39%	31.59%	to	31.79%
	December 31, 2002	908,075		5.723	to		5.745		5,198,758	0.00%	1.24%	to	1.39%	-32.74%	to	-32.64%
	December 31, 2001	638,935		8.510	to		8.530		5,438,829	0.00%	1.24%	to	1.39%	-6.57%	to	-6.43%
MFS Research Series IC
	December 31, 2004	1,604,746		10.010	to		14.113		21,520,625	1.10%	0.35%	to	1.39%	14.25%	to	15.44%
	December 31, 2003	1,930,808		8.840	to		12.225		22,656,768	0.67%	0.35%	to	1.39%	22.98%	to	24.27%
	December 31, 2002	2,263,966		7.188	to		9.838		21,599,683	0.28%	0.35%	to	1.39%	-25.58%	to	-24.80%
	December 31, 2001	2,948,210		9.659	to		17.349		37,784,006	0.01%	0.35%	to	1.39%	-22.35%	to	4.62%

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

5. Unit Values (continued)

		At December 31								For the year ended December 31
										Investment
			Unit Fair Value					Net		Income	Expense Ratio 2			Total Return 3
		Units	lowest to highest					Assets 4		Ratio 1	lowest to highest			lowest to highest
Newport Tiger Fund, VS (A)
	December 31, 2004	583,629	$	9.697	to	$	12.93	$	6,788,308	1.21%	0.35%	to	1.39%	14.86%	to	15.89%
	December 31, 2003	714,482		8.451	to		11.157		7,245,597	2.92%	0.35%	to	1.39%	42.87%	to	44.29%
	December 31, 2002	803,630		5.915	to		7.732		5,700,224	0.76%	0.35%	to	1.39%	-18.11%	to	-17.26%
	December 31, 2001	1,167,179		7.085	to		9.345		9,826,810	0.72%	0.35%	to	1.39%	-19.62%	to	-18.77%
Newport Tiger Fund, VS (B)
	December 31, 2004	247,955		10.684	to		12.010		2,926,107	1.08%	1.24%	to	1.39%	14.13%	to	14.30%
	December 31, 2003	238,869		9.347	to		10.507		2,465,989	1.05%	1.24%	to	1.39%	43.19%	to	43.41%
	December 31, 2002	140,502		6.518	to		7.327		1,015,959	1.35%	1.24%	to	1.39%	-18.84%	to	-18.72%
	December 31, 2001	115,261		8.019	to		9.014		1,025,205	1.13%	1.24%	to	1.39%	-17.82%	to	-17.69%
Rydex Arktos Fund
	December 31, 2004	309,703		19.085	to		19.085		5,910,676	0.00%	0.90%	to	0.90%	-12.62%	to	-12.62%
	December 31, 2003	170,517		21.841	to		21.841		3,724,320	1.39%	0.90%	to	0.90%	-37.93%	to	-37.93%
	December 31, 2002	4,034		35.187	to		35.187		141,939	1.91%	0.90%	to	0.90%	40.75%	to	40.75%
	December 31, 2001	-		-	to		-		-	0.00%	0.90%	to	0.90%	0.00%	to	0.00%
Rydex Banking Fund
	December 31, 2004	1,952		36.275	to		36.275		70,810	0.58%	0.90%	to	0.90%	13.71%	to	13.71%
	December 31, 2003	661		31.901	to		31.901		21,091	0.87%	0.90%	to	0.90%	30.56%	to	30.56%
Rydex Basic Materials Fund
	December 31, 2004	1		33.147	to		33.147		47	0.15%	0.90%	to	0.90%	19.75%	to	19.75%
	December 31, 2003	256		27.680	to		27.680		7,087	0.00%	0.90%	to	0.90%	30.29%	to	30.29%
Rydex Biotechnology Fund
	December 31, 2004	-		19.894	to		19.894		-	0.00%	0.90%	to	0.90%	0.19%	to	0.19%
	December 31, 2003	249		19.855	to		19.855		4,938	0.00%	0.90%	to	0.90%	40.85%	to	40.85%
Rydex Consumer Products Fund
	December 31, 2004	414		32.889	to		32.889		13,611	0.00%	0.90%	to	0.90%	12.29%	to	12.29%
	December 31, 2003	246		29.289	to		29.289		7,204	0.04%	0.90%	to	0.90%	20.77%	to	20.77%
Rydex Electronics Fund
	December 31, 2004	342		15.355	to		15.355		5,253	0.00%	0.90%	to	0.90%	-22.68%	to	-22.68%
	December 31, 2003	182		19.859	to		19.859		3,619	0.00%	0.90%	to	0.90%	68.31%	to	68.31%
Rydex Energy Fund
	December 31, 2004	6,663		34.784	to		34.784		231,748	0.00%	0.90%	to	0.90%	31.09%	to	31.09%
	December 31, 2003	-		26.534	to		26.534		-	0.00%	0.90%	to	0.90%	21.92%	to	21.92%
Rydex Energy Services Fund
	December 31, 2004	100,761		32.728	to		32.728		3,297,751	0.00%	0.90%	to	0.90%	32.54%	to	32.54%
	December 31, 2003	1,297		24.692	to		24.692		32,034	0.00%	0.90%	to	0.90%	7.45%	to	7.45%
Rydex Financial Services Fund, VS (A)
	December 31, 2004	1,197		31.296	to		31.296		37,458	0.40%	0.90%	to	1.39%	16.07%	to	16.07%
	December 31, 2003	1		26.963	to		26.963		27	0.00%	0.90%	to	1.39%	27.77%	to	27.77%
Rydex Financial Services Fund, VS (B)
	December 31, 2004	-		-	to		-		-	0.00%	0.00%	to	0.00%	0.00%	to	0.00%
	December 31, 2003	-		8.599	to		8.634		-	0.84%5	1.24%	to	1.39%	-3.54%	to	-3.50%
	December 31, 2002	311,670		8.914	to		8.948		2,778,820	0.66%	1.24%	to	1.39%	-15.12%	to	-14.99%
	December 31, 2001	266,015		10.501	to		10.525		2,794,133	0.53%	1.24%	to	1.39%	-13.36%	to	-13.23%
Rydex Health Care Fund
	December 31, 2004	33		27.016	to		27.016		900	0.00%	0.90%	to	1.39%	5.27%	to	5.27%
	December 31, 2003	228		25.663	to		25.66		5,859	0.00%	0.90%	to	1.39%	28.61%	to	28.61%
Rydex Health Care Fund, VS (B)
	December 31, 2004	-		7.258	to		7.307		-	0.00%	1.24%	to	1.39%	-4.48%	to	3.83%
	December 31, 2003	-		7.598	to		7.629		-	0.00%	1.24%	to	1.39%	-0.23%	to	-0.19%
	December 31, 2002	621,781		7.615	to		7.644		4,735,810	0.00%	1.24%	to	1.39%	-20.84%	to	-20.72%
	December 31, 2001	511,714		9.620	to		9.642		4,923,264	0.00%	1.24%	to	1.39%	-13.18%	to	-13.05%
Rydex Internet Fund
	December 31, 2004	3,434		24.327	to		24.327		83,541	0.00%	0.90%	to	0.90%	14.84%	to	14.84%
	December 31, 2003	189		21.184	to		21.184		4,011	0.00%	0.90%	to	0.90%	62.93%	to	62.93%
Rydex Juno Fund
	December 31, 2004	15,453		23.000	to		23.000		355,430	0.00%	0.90%	to	0.90%	-11.46%	to	-11.46%
	December 31, 2003	3,957		25.979	to		25.979		102,788	0.00%	0.90%	to	0.90%	3.92%	to	3.92%
Rydex Large Cap Europe Fund
	December 31, 2004	3,108		29.434	to		29.434		91,479	22.95%	0.90%	to	0.90%	15.11%	to	15.11%
	December 31, 2003	400		25.569	to		25.569		10,220	5.09%	0.90%	to	0.90%	41.80%	to	41.80%
Rydex Large Cap Japan Fund
	December 31, 2004	1,017		30.691	to		30.691		31,219	0.00%	0.90%	to	0.90%	9.34%	to	9.34%
	December 31, 2003	60		28.069	to		28.069		1,671	0.00%	0.90%	to	0.90%	36.39%	to	36.39%
Rydex Medius Fund
	December 31, 2004	6,901		31.382	to		31.382		216,566	0.00%	0.90%	to	0.90%	21.05%	to	21.05%
	December 31, 2003	5,760		25.925	to		25.925		149,318	0.00%	0.90%	to	0.90%	51.07%	to	51.07%
	December 31, 2002	1,042		17.160	to		17.160		17,880	0.00%	0.90%	to	0.90%	-31.36%	to	-31.36%
	December 31, 2001	-		-	to		-		-	0.00%	0.90%	to	0.90%	0.00%	to	0.00%
Rydex Mekros Fund
	December 31, 2004	24,279		31.174	to		31.174		756,887	0.00%	0.90%	to	0.90%	24.08%	to	24.08%
	December 31, 2003	15,722		25.124	to		25.124		395,011	7.66%	0.90%	to	0.90%	62.81%	to	62.81%
	December 31, 2002	1,159		15.431	to		15.431		17,892	0.00%	0.90%	to	0.90%	-38.27%	to	-38.27%
	December 31, 2001	-		-	to		0.000		-	0.00%	0.90%	to	0.90%	0.00%	to	0.00%

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

5. Unit Values (continued)

		At December 31								For the year ended December 31
										Investment
			Unit Fair Value					Net		Income	Expense Ratio 2			Total Return 3
		Units	lowest to highest					Assets 4		Ratio 1	lowest to highest			lowest to highest
Rydex Nova Fund
	December 31, 2004	60,684	$	15.429	to	$	15.429	$	936,294	0.01%	0.90%	to	1.39%	13.60%	to	13.60%
	December 31, 2003	33,668		13.582	to		13.582		457,284	0.00%	0.90%	to	1.39%	37.95%	to	37.95%
	December 31, 2002	11,004		9.846	to		9.846		108,340	8.55%	0.90%	to	0.90%	-36.30%	to	-36.30%
	December 31, 2001	3,581		15.456	to		15.456		55,356	0.00%	0.90%	to	0.90%	-24.27%	to	-24.27%
Rydex OTC Fund
	December 31, 2004	832,923		3.473	to		9.420		3,634,718	0.00%	0.90%	to	1.39%	7.83%	to	8.37%
	December 31, 2003	953,209		3.220	to		8.693		3,183,440	0.00%	0.90%	to	1.39%	43.41%	to	44.12%
	December 31, 2002	898,236		2.246	to		6.032		2,088,574	0.00%	0.90%	to	1.39%	-39.70%	to	-39.40%
	December 31, 2001	933,771		3.724	to		9.953		3,512,391	0.00%	0.90%	to	1.39%	-36.08%	to	-35.76%
Rydex Precious Metals Fund
	December 31, 2004	17,826		46.168	to		46.168		822,994	0.00%	0.90%	to	0.90%	-14.98%	to	-14.98%
	December 31, 2003	4,462		54.305	to		54.305		242,306	0.00%	0.90%	to	0.90%	39.65%	to	39.65%
	December 31, 2002	4,368		38.887	to		38.887		169,865	0.00%	0.90%	to	0.90%	44.29%	to	44.29%
	December 31, 2001	420		26.951	to		26.951		11,313	0.00%	0.90%	to	0.90%	11.98%	to	11.98%
Rydex Real Estate Fund
	December 31, 2004	13,999		38.629	to		38.629		540,784	1.68%	0.90%	to	0.90%	28.39%	to	28.39%
	December 31, 2003	-		30.088	to		30.088		-	50.56%	0.90%	to	0.90%	29.15%	to	29.15%
Rydex Retailing Fund
	December 31, 2004	1,943		28.221	to		28.221		54,845	0.00%	0.90%	to	0.90%	9.08%	to	9.08%
	December 31, 2003	-		25.873	to		25.873		-	0.00%	0.90%	to	0.90%	34.06%	to	34.06%
Rydex Technology Fund
	December 31, 2004	5,758		22.606	to		22.606		130,176	0.00%	0.90%	to	0.90%	0.25%	to	0.25%
	December 31, 2003	-		22.551	to		22.551		-	0.00%	0.90%	to	0.90%	59.89%	to	59.89%
Rydex Telecommunications Fund
	December 31, 2004	24,972		21.803	to		21.803		544,454	0.00%	0.90%	to	0.90%	11.67%	to	11.67%
	December 31, 2003	3,921		19.524	to		19.524		76,547	0.00%	0.90%	to	0.90%	32.49%	to	32.49%
	December 31, 2002	1,833		14.737	to		14.737		27,006	0.00%	0.90%	to	0.90%	-41.05%	to	-41.05%
	December 31, 2001	-		-	to		-		-	0.00%	0.90%	to	0.90%	0.00%	to	0.00%
Rydex Titan 500 Fund
	December 31, 2004	66,761		27.755	to		27.755		1,852,938	0.00%	0.90%	to	0.90%	15.85%	to	15.85%
	December 31, 2003	1,496		23.957	to		23.957		35,835	0.00%	0.90%	to	0.90%	53.56%	to	53.56%
	December 31, 2002	392		15.601	to		15.601		6,112	0.00%	0.90%	to	0.90%	-37.60%	to	-37.60%
	December 31, 2001	-		-	to		-		-	0.00%	0.90%	to	0.90%	0.00%	to	0.00%
Rydex Transportation Fund
	December 31, 2004	1,143		30.287	to		30.287		34,620	0.00%	0.90%	to	0.90%	21.89%	to	21.89%
	December 31, 2003	-		24.848	to		24.848		-	0.00%	0.90%	to	0.90%	19.44%	to	19.44%
Rydex Ursa Fund
	December 31, 2004	8,452		26.581	to		26.581		224,652	0.00%	0.90%	to	0.90%	-11.01%	to	-11.01%
	December 31, 2003	7,213		29.870	to		29.870		215,455	0.00%	0.90%	to	0.90%	-24.33%	to	-24.33%
	December 31, 2002	3,912		39.473	to		39.473		154,439	0.54%	0.90%	to	0.90%	20.56%	to	20.56%
	December 31, 2001	21,460		32.742	to		32.742		702,635	1.81%	0.90%	to	0.90%	13.96%	to	13.96%
Rydex US Government Bond Fund
	December 31, 2004	1		34.197	to		34.197		34	3.55%	0.90%	to	0.90%	7.46%	to	7.46%
	December 31, 2003	236,748		31.825	to		31.825		7,534,388	3.10%	0.90%	to	0.90%	-1.51%	to	-1.51%
	December 31, 2002	1		32.313	to		32.313		32	0.08%	0.90%	to	0.90%	17.55%	to	17.55%
	December 31, 2001	-		27.488	to		27.488		-	3.07%	0.90%	to	0.90%	-0.88%	to	-0.88%
Rydex US Government Money Market Fund
	December 31, 2004	969,059		25.728	to		25.728		24,932,035	0.30%	0.90%	to	0.90%	-0.66%	to	-0.66%
	December 31, 2003	561,489		25.899	to		25.899		14,541,766	0.00%	0.90%	to	0.90%	-0.88%	to	-0.88%
	December 31, 2002	163,280		26.129	to		26.129		4,266,285	0.47%	0.90%	to	0.90%	-0.43%	to	-0.43%
	December 31, 2001	65,783		26.240	to		26.240		1,726,183	1.89%	0.90%	to	0.90%	1.87%	to	1.87%
Rydex Utilities Fund
	December 31, 2004	21,099		24.266	to		24.266		511,986	0.55%	0.90%	to	0.90%	16.26%	to	16.26%
	December 31, 2003	330		20.872	to		20.872		6,890	1.53%	0.90%	to	0.90%	24.28%	to	24.28%
	December 31, 2002	4,770		16.794	to		16.794		80,113	0.04%	0.90%	to	0.90%	-32.82%	to	-32.82%
	December 31, 2001	-		-	to		-		-	0.00%	0.90%	to	0.90%	0.00%	to	0.00%
Rydex Velocity 100 Fund
	December 31, 2004	96,596		27.628	to		27.628		2,668,707	1.16%	0.90%	to	0.90%	13.19%	to	13.19%
	December 31, 2003	3,882		24.409	to		24.409		94,759	19.19%	0.90%	to	0.90%	96.87%	to	96.87%
	December 31, 2002	1,469		12.398	to		12.398		18,211	0.00%	0.90%	to	0.90%	-50.41%	to	-50.41%
	December 31, 2001	-		-	to		-		-	0.00%	0.90%	to	0.90%	0.00%	to	0.00%
SteinRoe Global Utilities Fund, VS (A)
	December 31, 2004	-		-	to		-		-	-	-		-	-		-
	December 31, 2003	-		6.698	to		15.565		-	2.25%5	0.35%	to	1.39%	0.84%	to	1.11%
	December 31, 2002	1,570,875		6.630	to		15.394		22,051,473	2.98%	0.35%	to	1.39%	-14.52%	to	-13.63%
	December 31, 2001	2,033,336		7.699	to		17.823		33,270,043	1.46%	0.35%	to	1.39%	-15.21%	to	-14.32%
SteinRoe Growth Stock Fund VS (A)
	December 31, 2004	1,234,209		5.707	to		33.981		38,367,529	0.16%	0.35%	to	1.39%	-3.31%	to	-2.29%
	December 31, 2003	1,448,492		5.859	to		35.091		46,776,239	0.42%	0.35%	to	1.39%	23.51%	to	24.80%
	December 31, 2002	1,673,654		4.708	to		28.368		44,141,249	0.23%	0.35%	to	1.39%	-31.12%	to	-30.40%
	December 31, 2001	2,181,952		6.785	to		41.125		83,324,121	0.00%	0.35%	to	1.39%	-25.66%	to	-24.88%
SteinRoe Growth Stock Fund VS (B)
	December 31, 2004	604,018		8.048	to		33.681		17,738,961	0.00%	1.24%	to	1.39%	-3.50%	to	-3.36%
	December 31, 2003	708,818		8.340	to		34.852		21,403,752	0.24%	1.24%	to	1.39%	23.32%	to	23.51%
	December 31, 2002	722,202		6.763	to		28.219		18,142,497	0.00%	1.24%	to	1.39%	-31.23%	to	-31.13%
	December 31, 2001	718,912		9.834	to		40.973		26,801,435	0.00%	1.24%	to	1.39%	-25.83%	to	-25.72%

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

5. Unit Values (continued)

		At December 31								For the year ended December 31
										Investment
			Unit Fair Value					Net		Income	Expense Ratio 2			Total Return 3
		Units	lowest to highest					Assets 4		Ratio 1	lowest to highest			lowest to highest
Templeton Developing Markets Sec Fund 2
	December 31, 2004	246,583	$	11.672	to	$	11.768	$	2,879,949	1.84%	1.24%	to	1.39%	22.99%	to	23.17%
	December 31, 2003	221,722		9.490	to		9.555		2,105,006	1.19%	1.24%	to	1.39%	50.88%	to	51.11%
	December 31, 2002	214,213		6.290	to		6.323		1,347,932	1.52%	1.24%	to	1.39%	-1.53%	to	-1.38%
	December 31, 2001	276,785		6.387	to		6.411		1,768,442	0.79%	1.24%	to	1.39%	-9.36%	to	-9.22%
UBS Global AM Tactical Allocation
	December 31, 2004	1,228,753		9.053	to		9.729		11,448,298	0.73%	1.24%	to	1.39%	8.85%	to	9.01%
	December 31, 2003	1,439,106		8.317	to		8.925		12,263,325	0.86%	1.24%	to	1.39%	25.61%	to	25.80%
	December 31, 2002	1,782,891		6.621	to		7.094		12,136,969	0.60%	1.24%	to	1.39%	-24.02%	to	-23.91%
	December 31, 2001	2,747,118		8.714	to		9.323		24,640,174	2.10%	1.24%	to	1.39%	-13.76%	to	-13.63%
Wanger International Select Fund
	December 31, 2004	601,634		10.012	to		10.075		6,026,514	0.31%	0.65%	to	1.39%	22.62%	to	22.80%
	December 31, 2003	504,167		8.165	to		8.205		4,118,354	0.31%	0.65%	to	1.39%	39.29%	to	39.50%
	December 31, 2002	409,193		5.862	to		5.959		2,399,664	0.00%	0.65%	to	1.39%	-16.46%	to	-16.34%
	December 31, 2001	251,875		7.017	to		7.481		1,778,487	0.06%	0.65%	to	1.39%	-27.63%	to	-27.09%
Wanger International Small Cap Fund
	December 31, 2004	1,780,849		11.128	to		11.199		19,824,267	0.69%	0.65%	to	1.39%	28.47%	to	28.66%
	December 31, 2003	1,821,982		8.662	to		8.704		15,787,070	0.30%	0.65%	to	1.39%	46.81%	to	47.03%
	December 31, 2002	1,772,820		5.900	to		5.920		10,463,138	0.00%	0.65%	to	1.39%	-15.02%	to	-14.89%
	December 31, 2001	993,895		6.943	to		7.469		6,939,631	0.00%	0.65%	to	1.39%	-22.25%	to	-21.67%
Wanger Select Fund
	December 31, 2004	1,705,354		15.450	to		15.684		26,355,290	0.00%	0.65%	to	1.39%	17.65%	to	18.53%
	December 31, 2003	1,574,407		13.131	to		13.231		20,678,694	0.00%	0.65%	to	1.39%	28.92%	to	29.88%
	December 31, 2002	873,845		10.185	to		10.219		8,901,660	0.00%	0.65%	to	1.39%	-8.89%	to	-8.21%
	December 31, 2001	482,151		11.099	to		11.200		5,390,784	0.00%	0.65%	to	1.39%	7.57%	to	8.38%
Wanger US Smaller Companies Fund
	December 31, 2004	3,563,295		15.657	to		16.225		55,809,659	0.00%	0.65%	to	1.39%	16.69%	to	17.57%
	December 31, 2003	3,767,707		13.417	to		13.800		50,570,392	0.00%	0.65%	to	1.39%	41.25%	to	42.30%
	December 31, 2002	2,841,152		9.499	to		9.698		26,994,230	0.00%	0.65%	to	1.39%	-17.96%	to	-17.35%
	December 31, 2001	1,500,602		11.578	to		11.734		17,377,623	0.02%	0.65%	to	1.39%	9.84%	to	10.66%

1 These amounts represent the dividends and other income received by the Sub-Account from the underlying mutual fund, net of management fees assessed by the portfolio manager, divided by the average net assets. These ratios exclude those expenses, such as mortality and expense charges, that result in direct reductions in the unit values. The recognition of investment income by the Sub-Account is affected by the timing of the declaration of dividends by the underlying fund in which the Sub-Accounts invest.

2 These ratio ranges represent the annualized contract expenses of the Variable Account, consisting primarily of mortality and expense charges, for each period indicated. The ratio ranges include only those expenses that result in a direct reduction to unit values. Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying fund are excluded.

3 These return ranges represent the total returns for the periods indicated, including changes in the value of the underlying fund, and reflect deductions for all items included in the expense ratio. The total return ratio does not include any expenses assessed through the redemption of units; inclusion of these expenses in the calculation would result in a reduction in the total return presented. Investment options with a date notation indicate the effective date of that investment option in the Variable Account. The total return ratio is calculated for the period indicated or from the effective date through the end of the reporting period

4 These net assets do not include seed money retained by the Company. The seed money was invested by the company in certain Sub-Accounts that required funds to commence operations.

5 Income Ratio is annualized.

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

6. Purchases and Sales of Securities

The cost of shares of the underlying mutual funds purchased and proceeds from shares sold by the Variable Account during 2004 are shown below:

	Purchases		Sales
AIM VI Capital Appreciation Series I	$	2,088,372	$	2,935,330
AIM VI Growth Series I		53,295		444,688
AIM VI International Growth Series I		1,530,633		4,769,039
AIM VI Premier Equity Series I		1,018,136		3,948,707
Alger American Growth Portfolio		1,316,097		8,853,774
Alger American Small Capitalization Portfolio		1,515,969		3,596,271
AllianceBernstein Global Bond Portfolio (A)		2,252,407		4,431,408
AllianceBernstein Global Bond Portfolio (B)		1,024,802		1,493,406
AllianceBernstein Growth and Income Portfolio (A)		518,693		925,726
AllianceBernstein Growth and Income Portfolio (B)		3,884,051		6,391,464
AllianceBernstein Growth Portfolio (B)		46,180		176,443
AllianceBernstein International Portfolio (B)		100,049		69,327
AllianceBernstein Premier Growth Portfolio (A)		230,954		11,522,898
AllianceBernstein Premier Growth Portfolio (B)		1,092,375		6,412,310
AllianceBernstein Real Estate Investment Portfolio (A)		147,284		223,894
AllianceBernstein Technology Portfolio (B)		1,263,510		3,649,044
AllianceBernstein Total Return Portfolio (B)		426,070		156,739
AllianceBernstein Worldwide Privatization Portfolio (B)		1,030,037		452,555
Colonial Small Cap Value Fund, VS (A)		2,882,297		1,810,159
Colonial Small Cap Value Fund, VS (B)		3,491,776		2,560,465
Colonial Strategic Income Fund, VS (A)		7,364,662		15,413,812
Colonial Strategic Income Fund, VS (B)		10,554,679		8,756,924
Columbia High Yield Fund II, VS (A)		3,296,548		5,456,355

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

6. Purchases and Sales of Securities (continued)

	Purchases		Sales
Columbia High Yield Fund II, VS (B)	$	3,786,886	$	7,053,757
Columbia International Fund, VS (A)		2,079,482		11,013,242
Columbia International Fund, VS (B)		527,546		1,208,965
Columbia Real Estate Equity Fund II, VS (B)		969,989		946,209
Fidelity VIP Equity Income Fund - SC2		5,481,870		3,702,683
Fidelity VIP III Dynamic Capital Appreciation Fund - SC2		264,259		225,973
Fidelity VIP III Growth Opportunities Fund - SC2		1,764,357		1,596,575
Liberty All-Star Equity Fund, VS (A)		752,571		38,362,223
Liberty All-Star Equity Fund, VS (B)		376,584		4,613,784
Liberty Asset Allocation Fund VS (A)		6,623,889		16,800,089
Liberty Asset Allocation Fund VS (B)		3,153,303		8,178,864
Liberty Federal Securities Fund VS (A)		4,015,724		13,515,240
Liberty Federal Securities Fund VS (B)		9,006,148		15,800,878
Liberty Growth & Income Fund, VS (A)		6,104,053		24,239,463
Liberty Growth & Income Fund, VS (B)		2,437,171		6,094,160
Liberty Money Market Fund VS (A)		77,824,016		71,908,963
Liberty S&P 500 Index Fund, VS (B)		4,382,485		5,003,930
Liberty Select Value Fund, VS (B)		2,826,036		4,326,988
Liberty Small Company Growth Fund VS (A)		1,284,654		1,787,222
MFS Bond Series IC		422,031		1,134,824
MFS Emerging Growth Series IC		207,508		3,418,216
MFS Emerging Growth Series SC		333,603		1,082,996
MFS Investors Growth Stock Series SC		1,463,341		2,285,219

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

6. Purchases and Sales of Securities (continued)

	Purchases		Sales
MFS Investors Trust Series SC	$	1,051,131	$	1,916,487
MFS New Discovery Series SC		559,333		1,150,114
MFS Research Series IC		766,726		4,765,186
Newport Tiger Fund, VS (A)		1,028,678		2,378,131
Newport Tiger Fund, VS (B)		728,008		642,353
Rydex Arktos Fund		42,412,201		39,500,814
Rydex Banking Fund		4,522,456		4,489,304
Rydex Basic Materials Fund		5,567,119		5,570,336
Rydex Biotechnology Fund		4,391,111		4,340,312
Rydex Consumer Products Fund		3,537,467		3,538,658
Rydex Electronics Fund		4,442,836		4,409,822
Rydex Energy Fund		8,056,543		8,036,669
Rydex Energy Services Fund		7,748,096		4,597,595
Rydex Financial Services Fund, VS (A)		2,676,063		2,637,579
Rydex Health Care Fund, VS (A)		2,484,668		2,485,396
Rydex Internet Fund		8,273,957		8,058,239
Rydex Juno Fund		8,159,954		7,784,825
Rydex Leisure Fund		4,031,300		4,000,170
Rydex Lg Cap Europe Fund		3,074,115		2,989,667
Rydex Lg Cap Japan Fund		8,733,888		8,732,256
Rydex Medius Fund		7,946,204		7,841,839
Rydex Mekros Fund		14,483,924		14,275,203
Rydex Nova Fund		25,604,566		25,069,357
Rydex OTC Fund		34,023,816		33,699,990

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

6. Purchases and Sales of Securities (continued)

	Purchases		Sales
Rydex Precious Metals Fund	$	13,828,305	$	13,275,432
Rydex Real Estate Fund		4,356,231		3,844,499
Rydex Retailing Fund		4,036,248		3,935,830
Rydex Technology Fund		1,756,716		1,617,242
Rydex Telecommunications Fund		27,847,570		27,084,881
Rydex Titan 500 Fund		46,926,832		45,224,648
Rydex Transportation Fund		5,045,794		4,999,823
Rydex Ursa Fund		31,785,515		31,693,697
Rydex US Government Bond Fund		13,585,349		21,176,461
Rydex US Government Money Market Fund		172,141,431		161,751,161
Rydex Utilities Fund		3,605,526		3,113,721
Rydex Velocity 100 Fund		34,385,230		32,181,777
SteinRoe Growth Stock Fund VS (A)		2,010,681		9,244,329
SteinRoe Growth Stock Fund VS (B)		1,111,662		4,154,370
Templeton Developing Markets Sec Fund 2		1,050,364		758,071
UBS Global AM Tactical Allocation		1,343,224		3,194,757
Wanger International Select Fund		1,753,288		898,946
Wanger International Small Cap Fund		1,982,240		2,521,792
Wanger Select Fund		4,756,118		3,341,242
Wanger US Smaller Companies Fund		3,899,294		7,581,036
	$	764,728,160	$	923,255,218

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

7. Change in Units Outstanding

The change in the units of respective sub-account outstanding for the year ended December 31, 2004 were as follow:

			Net Increase
	Units Issued	Units Redeemed	(Decrease)
AIM VI Capital Appreciation Series I	215,689	279,516	(63,827	)
AIM VI Growth Series I	7,917	58,503	(50,586	)
AIM VI International Growth Series I	150,179	478,932	(328,753	)
AIM VI Premier Equity Series I	147,012	544,210	(397,198	)
Alger American Growth Portfolio	90,981	557,248	(466,267	)
Alger American Small Capitalization Portfolio	160,213	363,908	(203,695	)
AllianceBernstein Global Bond Portfolio (A)	69,229	324,372	(255,143	)
AllianceBernstein Global Bond Portfolio (B)	49,340	111,425	(62,085	)
AllianceBernstein Growth and Income Portfolio (A)	36,261	63,867	(27,606	)
AllianceBernstein Growth and Income Portfolio (B)	343,339	546,466	(203,127	)
AllianceBernstein Growth Portfolio (B)	4,604	15,235	(10,631	)
AllianceBernstein International Portfolio (B)	8,610	5,582	3,028
AllianceBernstein Premier Growth Portfolio (A)	22,506	766,482	(743,976	)
AllianceBernstein Premier Growth Portfolio (B)	182,424	957,202	(774,778	)
AllianceBernstein Real Estate Investment Portfolio (A)	7,580	12,449	(4,869	)
AllianceBernstein Technology Portfolio (B)	187,228	511,768	(324,540	)
AllianceBernstein Total Return Portfolio (B)	37,231	12,993	24,238
AllianceBernstein Worldwide Privatization Portfolio (B)	110,380	45,395	64,985
Colonial Small Cap Value Fund, VS (A)	167,291	111,622	55,669
Colonial Small Cap Value Fund, VS (B)	191,566	150,492	41,074
Colonial Strategic Income Fund, VS (A)	140,498	805,564	(665,066	)
Colonial Strategic Income Fund, VS (B)	395,022	477,077	(82,055	)
Columbia High Yield Fund, VS (A)	296,933	553,021	(256,088	)
Columbia High Yield Fund, VS (B)	299,118	735,465	(436,347	)
Columbia International Fund, VS (A)	153,287	998,171	(844,884	)
Columbia International Fund, VS (B)	36,013	82,474	(46,461	)
Columbia Real Estate Equity Fund, VS (B)	41,545	55,466	(13,921	)
Fidelity VIP Equity Income Fund - SC2	460,038	307,345	152,693

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

7. Change in Units Outstanding (continued)

			Net Increase
	Units Issued	Units Redeemed	(Decrease)
Fidelity VIP III Dynamic Capital Appreciation Fund - SC2	27,502	21,892	5,610
Fidelity VIP III Growth Opportunities Fund - SC2	259,907	211,770	48,137
	65,372	3,176,195	(3,110,823	)
Liberty All-Star Equity Fund, VS (B)	42,046	496,235	(454,189	)
Liberty Asset Allocation Fund VS (A)	181,106	590,869	(409,763	)
Liberty Asset Allocation Fund VS (B)	82,753	322,313	(239,560	)
Liberty Federal Securities Fund VS (A)	69,543	557,036	(487,493	)
Liberty Federal Securities Fund VS (B)	220,835	629,850	(409,015	)
Liberty Growth & Income Fund, VS (A)	163,058	891,805	(728,747	)
Liberty Growth & Income Fund, VS (B)	79,948	234,815	(154,867	)
Liberty Money Market Fund VS (A)	5,074,895	4,673,687	401,208
Liberty S&P 500 Index Fund, VS (B)	534,408	604,020	(69,612	)
Liberty Select Value Fund, VS (B)	216,777	318,848	(102,071	)
Liberty Small Company Growth Fund VS (A)	39,098	53,541	(14,443	)
MFS Bond Series IC	16,096	80,996	(64,900	)
MFS Emerging Growth Series IC	18,425	271,795	(253,370	)
MFS Emerging Growth Series SC	29,262	85,245	(55,983	)
MFS Investors Growth Stock Series SC	268,434	378,678	(110,244	)
MFS Investors Trust Series SC	137,720	231,854	(94,134	)
MFS New Discovery Series SC	78,707	151,634	(72,927	)
MFS Research Series IC	45,479	371,541	(326,062	)
Newport Tiger Fund, VS (A)	91,572	222,425	(130,853	)
Newport Tiger Fund, VS (B)	66,160	57,074	9,086
Rydex Arktos Fund	1,969,027	1,829,841	139,186
Rydex Banking Fund	133,442	132,151	1,291

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

7. Change in Units Outstanding (continued)

			Net Increase
	Units Issued	Units Redeemed	(Decrease)
Rydex Basic Materials Fund	193,296	193,551	(255	)
Rydex Biotechnology Fund	230,259	230,508	(249	)
Rydex Consumer Products Fund	112,872	112,704	168
Rydex Electronics Fund	296,755	296,595	160
Rydex Energy Fund	275,116	268,453	6,663
Rydex Energy Services Fund	250,634	151,170	99,464
Rydex Financial Services Fund, VS (A)	93,445	92,249	1,196
Rydex Health Care Fund, VS (A)	94,386	94,581	(195	)
Rydex Internet Fund	389,700	386,455	3,245
Rydex Juno Fund	335,905	324,409	11,496
Rydex Leisure Fund	135,440	135,440	-
Rydex Lg Cap Europe Fund	117,161	114,453	2,708
Rydex Lg Cap Japan Fund	311,742	310,785	957
Rydex Medius Fund	296,322	295,181	1,141
Rydex Mekros Fund	532,178	523,621	8,557
Rydex Nova Fund	1,824,918	1,797,902	27,016
Rydex OTC Fund	4,073,307	4,193,593	(120,286	)
Rydex Precious Metals Fund	280,745	267,381	13,364
Rydex Real Estate Fund	131,787	117,788	13,999
Rydex Retailing Fund	153,982	152,039	1,943
Rydex Technology Fund	83,169	77,411	5,758
Rydex Telecommunications Fund	1,343,543	1,322,492	21,051
Rydex Titan 500 Fund	1,914,451	1,849,186	65,265
Rydex Transportation Fund	191,038	189,895	1,143
Rydex Ursa Fund	1,108,375	1,107,136	1,239

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

7. Change in Units Outstanding (continued)

			Net Increase
	Units Issued	Units Redeemed	(Decrease)
Rydex US Government Bond Fund	413,266	650,013	(236,747	)
Rydex US Government Money Market Fund	6,676,512	6,268,942	407,570
Rydex Utilities Fund	162,969	142,200	20,769
Rydex Velocity 100 Fund	1,495,372	1,402,658	92,714
SteinRoe Growth Stock Fund VS (A)	92,813	307,096	(214,283	)
SteinRoe Growth Stock Fund VS (B)	40,396	145,196	(104,800	)
Templeton Developing Markets Sec Fund 2	101,358	76,497	24,861
UBS Global AM Tactical Allocation	144,759	355,112	(210,353	)
Wanger International Select Fund	195,255	97,788	97,467
Wanger International Small Cap Fund	199,277	240,410	(41,133	)
Wanger Select Fund	349,923	218,976	130,947
Wanger US Smaller Companies Fund	297,954	502,366	(204,412	)
	38,863,986	51,540,592	(12,676,606	)

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) - KEYPORT VARIABLE ACCOUNT A

Notes to Financial Statements (continued)

8. Diversification Requirements

Under the provisions of Section 817(h) of the Internal Revenue Code, (the "Code") a variable annuity contract, other than a contract issued in connection with certain types of employee benefit plans, is not treated as an annuity contract for federal tax purposes for any period for which the investments of the segregated asset account on which the contract is based are not adequately diversified. The Code provides that the "adequately diversified" requirement may be met if the underlying investments satisfy either a statutory safe harbor test or diversification requirements set forth in regulations issued by the Secretary of Treasury.

The Internal Revenue Service has issued regulations under Section 817(h) of the Code. The Company believes that the Variable Account satisfies the current requirements of the regulations, and it intends that the Variable Account will continue to meet such requirements.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

For the years ended December 31,

	2004	2003	2002 Restated
Revenues
Premiums and annuity considerations	$ 58,820	$ 60,518	$ 43,574
Net investment income	1,134,257	1,208,750	1,185,210
Net derivative loss	(98,419)	(203,200)	(159,285)
Net realized investment gains (losses)	96,074	134,085	(38,966)
Fee and other income	357,011	319,596	390,691
Total revenues	1,547,743	1,519,749	1,421,224
Benefits and expenses
Interest credited	673,442	783,999	704,690
Interest expense	128,522	120,905	106,043
Policyowner benefits	141,377	201,248	221,162
Other operating expenses	214,495	184,472	237,797
Amortization of deferred acquisition costs and value of business acquired	82,876	98,398	251,513
Total benefits and expenses	1,240,712	1,389,022	1,521,205
Income (loss) before income tax expense (benefit), minority       interest and cumulative effect of change in accounting       principles	307,031	130,727	(99,981)
Income tax expense (benefit):
Federal	71,352	27,366	(59,449)
State	(98)	823	1,265
Income tax expense (benefit)	71,254	28,189	(58,184)
Net income (loss) before minority interest and cumulative
effect of change in accounting principles	235,777	102,538	(41,797)
Minority interest share of income	5,561	-	-
Net income (loss) before cumulative effect of change in       accounting principles	230,216	102,538	(41,797)
Cumulative effect of change in accounting principles, net of       tax benefit of $4,814 and $4,064 in 2004 and 2003,       respectively	(8,940)	(7,547)	-
Net income (loss)	$ 221,276	$ 94,991	$ (41,797)

The accompanying notes are an integral part of the consolidated financial statements

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

CONSOLIDATED BALANCE SHEETS

(in thousands except share data)

December 31,

ASSETS	2004	2003
Investments
Available-for-sale fixed maturities at fair value (amortized cost of $16,207,312 and $16,338,241 in 2004 and 2003, respectively)	$ 16,692,987	$ 16,858,414
Trading fixed maturities at fair value (amortized cost of $1,408,618 and $1,434,654 in 2004 and 2003, respectively)	1,491,028	1,527,619
Subordinated note from affiliate held-to-maturity (fair value of $689,132 and $699,069 in 2004 and 2003, respectively)	600,000	600,000
Short-term investments	23,957	24,662
Mortgage loans	1,465,896	972,102
Derivative instruments - receivable	566,401	403,437
Limited partnerships	304,809	330,562
Real estate	168,139	84,421
Policy loans	696,305	692,887
Other invested assets	791,541	60,837
Cash and cash equivalents	552,949	558,185
Total investments	23,354,012	22,113,126
Accrued investment income	279,679	285,224
Deferred policy acquisition costs	1,147,181	889,601
Value of business acquired	24,130	22,391
Goodwill	701,451	710,202
Receivable for investments sold	21,213	37,049
Reinsurance receivable	1,928,365	1,978,031
Other assets	111,131	129,458
Separate account assets	19,120,381	17,509,294
Total assets	$ 46,687,543	$ 43,674,376
LIABILITIES
Contractholder deposit funds and other policy liabilities	$ 18,846,238	$ 18,329,570
Future contract and policy benefits	721,135	716,819
Payable for investments purchased	284,511	261,673
Accrued expenses and taxes	95,655	80,453
Deferred federal income taxes	64,610	18,897
Long-term debt	33,500	40,500
Long-term debt payable to affiliates	1,025,000	1,025,000
Partnership capital securities	607,826	607,826
Reinsurance payable to affiliate	1,697,348	1,741,962
Derivative instruments - payable	228,774	248,272
Other liabilities	1,010,006	224,769
Separate account liabilities	19,120,381	17,509,294
Total liabilities	43,734,984	40,805,035
Commitments and contingencies - Note 18
Minority interest	5,561	-
STOCKHOLDER'S EQUITY
Common stock, $1,000 par value - 10,000 shares authorized; 6,437 shares issued and outstanding in 2004 and 2003	$ 6,437	$ 6,437
Additional paid-in capital	2,131,888	2,071,888
Accumulated other comprehensive income	180,638	227,681
Retained earnings	628,035	563,335
Total stockholder's equity	2,946,998	2,869,341
Total liabilities and stockholder's equity	$ 46,687,543	$ 43,674,376

The accompanying notes are an integral part of the consolidated financial statements

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

For the years ended December 31,

	2004	2003	2002 Restated
Net income (loss)	$ 221,276	$ 94,991	$ (41,797)
Other comprehensive income (loss)
Net change in unrealized holding gains (losses) on
available-for-sale securities, net of tax and       policyholder amounts	23,103	158,442	208,297
Reclassification adjustments of realized investment (gains)      losses into net income (loss)	(70,146)	(179,672)	34,767
Other comprehensive (loss) income	(47,043)	(21,230)	243,064
Comprehensive income	$ 174,233	$ 73,761	$ 201,267

The accompanying notes are an integral part of the consolidated financial statements

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

(in thousands)

For the years ended December 31,

			Accumulated
		Additional	Other		Total
	Common	Paid-In	Comprehensive	Retained	Stockholder's
	Stock	Capital	Income	Earnings	Equity
Balance at December 31, 2001 - Restated	$ 6,437	$ 1,971,888	$ 5,847	$ 510,141	$ 2,494,313
Net loss - Restated				(41,797)	(41,797)
Additional paid-in-capital - Restated		100,000			100,000
Other comprehensive income - Restated			243,064		243,064
Balance at December 31, 2002 - Restated	$ 6,437	$ 2,071,888	$ 248,911	$ 468,344	$ 2,795,580
Net income				94,991	94,991
Other comprehensive loss			(21,230)		(21,230)
Balance at December 31, 2003	$ 6,437	$ 2,071,888	$ 227,681	$ 563,335	$ 2,869,341
Net income				221,276	221,276
Additional paid-in-capital		60,000			60,000
Dividends				(156,576)	(156,576)
Other comprehensive loss			(47,043)		(47,043)
Balance at December 31, 2004	$ 6,437	$ 2,131,888	$ 180,638	$ 628,035	$ 2,946,998

The accompanying notes are an integral part of the consolidated financial statements

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the years ended December 31,

	2004	2003	2002 Restated
Cash Flows From Operating Activities:
Net income (loss) from operations	$ 221,276	$ 94,991	$ (41,797)
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:
Income to minority interest	5,561	-	-
Amortization (accretion) of discount and premiums	82,123	112,761	58,246
Amortization of DAC and VOBA	82,876	98,398	251,513
Depreciation and amortization	3,025	1,730	1,876
Non cash derivative activity	(18,690)	144,091	231,131
Net realized (gains) losses on investments	(96,074)	(134,085)	38,966
Net losses (gains) on trading investments	7,237	(63,573)	(111,740)
Net change in unrealized and undistributed (gains) losses in private equity limited partnerships	(58,981)	15,789	17,186
Interest credited to contractholder deposits	671,101	781,834	701,505
Deferred federal income taxes (benefits)	72,648	43,029	(44,316)
Cumulative effect of change in accounting principles, net of tax	8,940	7,547	-
Changes in assets and liabilities:
Deferred acquisition costs	(346,996)	(263,762)	(288,463)
Accrued investment income	5,545	(28,655)	(5,038)
Future contract and policy benefits	(42,530)	(854)	25,584
Other, net	211,882	127,056	(31,505)
Net sales (purchases) of trading fixed maturities	27,801	(60,321)	(369,794)
Net cash provided by operating activities	836,744	875,976	433,354
Cash Flows From Investing Activities:
Sales, maturities and repayments of:
Available-for-sale fixed maturities	10,472,377	13,004,400	11,137,476
Net cash from sale of subsidiary	39,687	1,500	3,331
Other invested assets	144,145	127,944	152,512
Mortgage loans	205,740	339,735	234,191
Real estate	-	14,275	6,036
Purchases of:
Available-for-sale fixed maturities	(10,367,260)	(13,414,490)	(12,867,827)
Other invested assets	(910,784)	(4,926)	(233,255)
Mortgage loans	(698,776)	(338,627)	(249,867)
Real estate	(86,743)	(16,153)	(3,634)
Changes in other investing activities, net	728,637	5,100	(8,109)
Net change in policy loans	(3,418)	(10,858)	(3,406)
Net change in short-term investments	705	153,355	(81,713)
Net cash used in investing activities	$ (475,690)	$ (138,745)	$ (1,914,265)

The accompanying notes are an integral part of the consolidated financial statements

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the years ended December 31,

	2004	2003	2002 Restated
Cash Flows From Financing Activities:
Deposits to contractholder deposit funds	$ 2,552,431	$ 2,461,677	$ 3,627,924
Withdrawals from contractholder deposit funds	(2,867,815)	(3,411,004)	(3,116,836)
Net cash of SCA	(2,910)	-	-
Issuance of long-term debt	-	-	460,000
Net change in securities lending	-	-	(1,152,861)
Dividends paid to stockholder	(150,000)	-	-
Additional capital contributed	60,000	-	100,000
Other, net	42,004	(145,258)	149,967
Net cash provided by (used) in financing activities	(366,290)	(1,094,585)	68,194
Net change in cash and cash equivalents	(5,236)	(357,354)	(1,412,717)
Cash and cash equivalents, beginning of year	558,185	915,539	2,328,256
Cash and cash equivalents, end of year	$ 552,949	$ 558,185	$ 915,539
Supplemental Cash Flow Information
Interest paid	$ 120,195	$ 118,302	$ 107,358

Supplemental Schedule of non-cash investing and financing activities

On June 30, 2004, the Company sold its interest in one of its consolidated variable interest entities ("VIEs"). As a result of the sale, bonds decreased by $51.0 million, other liabilities decreased by $11.1 million, deferred tax liability decreased by $3.8 million, notes payable decreased by $7.0 million and other invested assets decreased by $0.6 million in a non-cash transaction.

On December 31, 2004, the Company distributed through a dividend to its parent, Sun Life of Canada (U.S.) Holdings, Inc., its interest in Sun Capital Advisers, Inc. As a result of the dividend, other assets decreased by $5.2 million, other liabilities decreased by $0.9 million and accrued expenses and taxes decreased by $0.6 million in a non-cash transaction.

The accompanying notes are an integral part of the consolidated financial statements

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GENERAL

Sun Life Assurance Company of Canada (U.S.) (the "Company") is a stock life insurance company incorporated under the laws of Delaware. Its Executive Office mailing address is One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481, Telephone (781) 237-6030. The Company is an indirect wholly-owned subsidiary of Sun Life Assurance Company of Canada - U.S. Operations Holdings, Inc. ("SLC - U.S. Ops Holdings") and is an indirect wholly-owned subsidiary of Sun Life Financial Inc. ("SLF"), a reporting company under the Securities Exchange Act of 1934. SLF and its subsidiaries are collectively referred to herein as "Sun Life Financial."

The Company and its subsidiaries are engaged in the sale of individual and group variable life insurance, individual and group fixed and variable annuities, group pension contracts, guaranteed investment contracts ("GICS"), group life, group disability, and group stop loss insurance. These products are distributed through individual insurance agents, financial planners, insurance brokers and broker-dealers to both the tax qualified and non-tax-qualified markets. The Company is authorized to transact business in 49 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands. In addition, the Company's wholly-owned subsidiary, Sun Life Insurance and Annuity Company of New York ("SLNY"), is authorized to transact business in the State of New York.

As of December 31, 2004, SLC - U.S. Ops Holdings, was a direct wholly-owned subsidiary of Sun Life Assurance Company of Canada ("SLOC"), 150 King Street West, Toronto, Ontario, Canada. SLOC is a life insurance company incorporated in 1865. As of December 31, 2004, SLOC transacted business directly or through its subsidiaries and joint ventures in all of the Canadian provinces and territories, all of the United States, the District of Columbia, Puerto Rico, the Virgin Islands, Great Britain, Ireland, Hong Kong, Bermuda, Barbados, Philippines, Indonesia, China and India. SLOC is a direct wholly-owned subsidiary of SLF.

On January 4, 2005, a reorganization was completed under which most of SLOC's asset management businesses in Canada and the United States were transferred to Sun Life Financial Corp., a newly incorporated wholly-owned subsidiary of SLF. After this reorganization, the operations remaining in SLOC consist primarily of Sun Life Financial's life, health and annuities businesses in Canada, most of its life and health businesses in the United States, and all of its operations in the United Kingdom and Asia. SLOC continues to be a direct wholly-owned subsidiary of SLF. The Company and its subsidiaries are now indirect wholly-owned subsidiaries of Sun Life Financial Corp., and continue to be indirect wholly-owned subsidiaries of SLF.

On December 31, 2004, Sun Capital Advisers, Inc. ("SCA"), a registered investment adviser, was distributed in the form of a dividend to the Company's parent and became a consolidated subsidiary of the SLC - U.S. Ops Holdings. As a result of this transaction, SCA is no longer the Company's wholly-owned subsidiary. As of December 31, 2004, SCA's total assets were $8.1 million. SCA's net income for the years ended December 31, 2004, 2003 and 2002, was $1.9 million, $0.7 million and $1.1 million, respectively.

On June 30, 2004, the Company sold its interest in one of its consolidated variable interest entities ("VIEs") and recognized a gain of $9.7 million. The Company received net cash proceeds of $39.7 million and reduced consolidated assets and liabilities by $51.6 million and $21.9 million, respectively. The Company's net income related to this VIE for the year ended December 31, 2004, excluding the gain on the sale, was $7.1 million.

On December 31, 2003, Keyport Life Insurance Company ("Keyport") was merged with and into the Company with the Company as the surviving entity. Prior to the merger, the Company and Keyport were both indirect wholly-owned subsidiaries of SLC - U.S. Ops Holdings. The merger had no effect on the existing rights and benefits of policyholders and contractholders from either company. The Company is licensed and authorized to write all business that was previously written by the Keyport.

The merger was accounted for under Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations." Under SFAS No. 141, transfers of net assets and exchanges of shares between entities under common control are recorded at their carrying amounts at the date of transfer. The financial statements of prior periods have been restated to give effect to the merger as of November 1, 2001, the date on which the predecessor companies came under common control.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

GENERAL (CONTINUED)

The following summarizes the results of operations and total assets as of and for the year ended December 31, 2003 (in 000's):

	Keyport	SLUS	Surviving Entity
Total revenues	$ 893,846	$ 625,903	$ 1,519,749
Total expenditures	764,596	624,426	1,389,022
Pretax income	129,250	1,477	130,727
Net income	$ 76,452	$ 18,539	$ 94,991
Total Assets	$ 21,132,604	$ 22,541,772	$ 43,674,376

The impact of the merger with Keyport decreased net income by $22.6 million for the year ended December 31, 2002.

BASIS OF PRESENTATION

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for stockholder-owned life insurance companies.

The consolidated financial statements include the accounts of the Company and its subsidiaries. As of December 31, 2004, the Company owned all of the outstanding shares of SLNY, Sun Benefit Services Company, Inc. ("SBSC"), Sun Life of Canada (U.S.) SPE 97-I, Inc. ("SPE 97-I"), Sun Life of Canada (U.S.) Holdings General Partner LLC ("the General Partner"), Clarendon Insurance Agency, Inc. ("Clarendon"), SLF Private Placement Investment Company I, LLC, Sun Parkaire Landing LLC, 7101 France Avenue Manager LLC and Independence Life and Annuity Company ("Independence Life").

The General Partner is the sole general partner in Sun Life of Canada (U.S.) Limited Partnership I ("the Partnership") and as a result, the Partnership is consolidated with the results of the Company. In addition, the Company consolidates certain investments in VIEs. The consolidation of the VIEs requires the Company to report the minority interest relating to the equity ownership not controlled by the Company.

SLNY is engaged in the sale of individual fixed and variable annuity contracts, variable universal life insurance, and group life, group disability insurance and stop loss contracts in its state of domicile, New York. SBSC is an inactive subsidiary. SPE 97-I was organized for the purpose of engaging in activities incidental to securitizing mortgage loans. The General Partner is the sole general partner of the Partnership. The Partnership was established to purchase subordinated debentures issued by the Company's parent, SLC U.S. Holdings, and to issue partnership capital securities to an affiliated business trust, Sun Life of Canada (U.S.) Capital Trust I, ("Capital Trust I"). Clarendon is a registered broker-dealer that acts as the general distributor of certain annuity and life insurance contracts issued by the Company and its affiliates. Independence Life is a life insurance company that sold variable and whole life insurance products.

All significant intercompany transactions have been eliminated in consolidation.

USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The most significant estimates are those used in determining the fair value of financial instruments, goodwill, deferred policy acquisition costs ("DAC"), value of business acquired ("VOBA"), the liabilities for future contract and policyholder benefits and other than temporary impairments of investments. Actual results could differ from those estimates.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FINANCIAL INSTRUMENTS

In the normal course of business, the Company enters into transactions involving various types of financial instruments, including cash equivalents, fixed maturity investments, mortgage loans, equity securities, off balance sheet financial instruments, debt, loan commitments and financial guarantees. These instruments involve credit risk and also may be subject to risk of loss due to interest rate fluctuation. The Company evaluates and monitors each financial instrument individually and, when appropriate, obtains collateral or other security to minimize losses.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents primarily include cash, commercial paper, money market investments and short-term bank participations. All such investments have maturities of three months or less when purchased and are considered cash equivalents for purposes of reporting cash flows.

The consolidated financial statements have been restated to reflect a reclassification of bank overdrafts of $44.7 million and $190.0 million as of December 31, 2003 and 2002, respectively.

INVESTMENTS

The Company accounts for its investments in accordance with SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." At the time of purchase, fixed maturity securities are classified based on intent as either held-to-maturity, trading or available-for-sale. In order for the security to be classified as held-to-maturity, the Company must have positive intent and ability to hold the securities to maturity. Securities held-to-maturity are stated at cost adjusted for amortization of premiums and accretion of discounts. Securities that are bought and held principally for the purpose of selling them in the near term are classified as trading. Trading securities are carried at aggregate fair value with changes in unrealized gains or losses reported as a component of net investment income. Securities that do not meet the held-to-maturity or trading criterion are classified as available-for-sale. Available-for-sale securities are carried at fair value with the unrealized gains or losses reported in other comprehensive income.

Fair values for publicly traded securities are obtained from external market quotations. For privately placed fixed maturities, fair values are estimated by taking into account prices for publicly traded securities of similar credit risk, maturities repayment and liquidity characteristics. All security transactions are recorded on a trade date basis.

The Company's accounting policy for impairment requires recognition of an other-than-temporary impairment write-down on a security if it is determined that the Company is unable to recover all amounts due under the contractual obligation of the security. Once an impairment charge has been recorded, the Company continues to review the other-than-temporarily impaired security for additional impairment, if necessary. Other-than-temporary impairments are reported as a component of net realized investment gains (losses).

Mortgage loans are stated at unpaid principal balances, net of provisions for estimated losses. Mortgage loans acquired at a premium or discount are carried at amortized values net of provisions for estimated losses. Mortgage loans, which include primarily commercial first mortgages, are diversified by property type and geographic area throughout the United States. Mortgage loans are collateralized by the related properties and generally are no more than 75% of the properties' value at the time that the original loan is made.

A loan is recognized as impaired when it is probable that the principal or interest is not collectible in accordance with the contractual terms of the loan. Measurement of impairment is based on the present value of expected future cash flows discounted at the loan's effective interest rate, or at the loan's observable market price. A specific valuation allowance is established if the fair value of the impaired loan is less than the recorded amount. Loans are also charged against the allowance when determined to be uncollectible. The allowance is based on a continuing review of the loan portfolio, past loss experience and current economic conditions, which may affect the borrower's ability to pay. While management believes that it uses the best information available to establish the allowance, future adjustments to the allowance may become necessary if economic conditions differ from the assumptions used in making the evaluation.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INVESTMENTS (CONTINUED)

Real estate investments are held for the production of income or held-for-sale. Real estate investments held for the production of income are carried at the lower of cost adjusted for accumulated depreciation or fair value. Depreciation of buildings and improvements is calculated using the straight-line method over the estimated useful life of the property, generally 40 to 50 years. Real estate investments held-for-sale are primarily acquired through foreclosure of mortgage loans. The cost of real estate that has been acquired through foreclosure is the estimated fair value less estimated costs to dispose at the time of foreclosure. Real estate investments are diversified by property type and geographic area throughout the United States.

Policy loans are carried at the amount of outstanding principal balance. Policy loans are collateralized by the related insurance policy and do not exceed the net cash surrender value of such policy.

Investments in private equity limited partnerships are accounted for on either the cost or equity method. The equity method of accounting is used for all partnerships in which the Company has an ownership interest in excess of 3%.

The Company uses derivative financial instruments including swaps, options and futures as a means of hedging exposure to interest rate, currency and equity price risk. Derivatives are carried at fair value and changes in fair value are recorded as a component of derivative income.

Realized gains and losses on the sales of investments are recognized in operations at the date of sale and are determined using the average cost method. When an impairment of a specific investment is determined to be other-than-temporary, a realized investment loss is recorded. Changes in the provision for estimated losses on mortgage loans and real estate are included in net realized investment gains and losses.

Interest income is recorded on the accrual basis. Investments are placed in a non-accrual status when management believes that the borrower's financial condition, after giving consideration to economic and business conditions and collection efforts, is such that collection of principal and interest is doubtful. When an investment is placed in non-accrual status, all interest previously accrued is reversed against current period interest income. Interest accruals are resumed on such investments only when they are brought fully current with respect to principal and interest, have performed on a sustained basis for a reasonable period of time, and when, in the judgment of management, the investments are estimated to be fully collectible as to both principal and interest.

DEFERRED POLICY ACQUISITION COSTS

Acquisition costs consist of commissions, underwriting and other costs, which vary with and are primarily related to the production of new business. Acquisition costs related to investment-type contracts, primarily deferred annuity and GICS, and universal and variable life products are deferred and amortized with interest in proportion to the present value of estimated gross profits to be realized over the estimated lives of the contracts. Estimated gross profits are composed of net investment income, net realized investment gains and losses, life and variable annuity fees, surrender charges and direct variable administrative expenses. This amortization is reviewed periodically and adjusted retrospectively when the Company revises the actual profits and its estimate of future gross profits to be realized from this group of products, including realized and unrealized gains and losses from investments.

Deferred policy acquisition costs ("DAC") for each product is reviewed to determine if it is recoverable from future income, including investment income. If such costs are determined to be unrecoverable, they are expensed at the time of determination. Although realization of DAC is not assured, the Company believes it is more likely than not that all of these costs will be realized. The amount of DAC considered realizable, however, could be reduced in the near term if the estimates of gross profits or total revenues discussed above are reduced.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

DEFERRED POLICY ACQUISITION COSTS (CONTINUED)

DAC is also adjusted for amounts relating to the recognition of unrealized investment gains and losses. This adjustment, net of tax, is included with the change in net unrealized investment gains or losses that is credited or charged directly to accumulated other comprehensive income (loss). DAC was reduced by $172.9 million and $132.3 million at December 31, 2004 and 2003, respectively, to reflect the unrealized gains and losses.

VALUE OF BUSINESS ACQUIRED

Value of business acquired ("VOBA") represents the actuarially-determined present value of projected future gross profits from policies in force at the date of their acquisition. This amount is amortized in proportion to the projected emergence of profits.

VOBA is also adjusted for amounts relating to the recognition of unrealized investment gains and losses. This adjustment, net of tax, is included with the change in net unrealized investment gains or losses that is credited or charged directly to accumulated other comprehensive income (loss). VOBA was decreased by $48.2 million and $54.8 million at December 31, 2004 and 2003, respectively, to account for the unrealized investment gains and losses.

GOODWILL

Goodwill represents the difference between the purchase price paid and the fair value of the net assets acquired in connection with the acquisition of Keyport. In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets," goodwill is tested for impairment on an annual basis. The Company completed the required impairment tests of goodwill and indefinite-lived intangible assets during the second quarter of 2004 and concluded that these assets were not impaired.

In 2004, the Company finalized tax periods that predated the acquisition of Keyport. In accordance with the Emerging Issues Task Force ("EITF") Issue No. 93-7, "Uncertainties Related to Income Taxes in a Purchase Business Combinations," adjustments upon resolution of income tax uncertainties that predate or result from a purchase business combination should be recorded as an increase or decrease to goodwill regardless of the time that has elapsed since the acquisition date. The Company reduced goodwill by $8.7 million in 2004 to record the difference between the estimated tax liability at the acquisition date and the final tax liability for closed tax years that predated the acquisition.

OTHER ASSETS

Property, equipment, leasehold improvements and capitalized software costs that are included in other assets are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line or accelerated method over the estimated useful lives of the related assets, which generally range from 3 to 10 years. Amortization of leasehold improvements is provided using the straight-line method over the lesser of the term of the leases or the estimated useful life of the improvements. Intangible assets are also included in other assets.

Intangible assets acquired primarily consist of state insurance licenses ($5.1 million) that are not subject to amortization and approximately $2.0 million of intangible assets relate to product rights that have a weighted-average useful life of 7 years.

POLICY LIABILITIES AND ACCRUALS

Contractholder deposit funds consist of policy values that accrue to the holders of universal life-type contracts and investment-related products such as deferred annuities, single premium whole life policies and GICS. The liabilities consist of deposits received plus interest credited, less accumulated policyholder charges, assessments and withdrawals. The liability is before the deduction of any applicable surrender charges.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

POLICY LIABILITIES AND ACCRUALS (CONTINUED)

Other policy liabilities include liabilities for policy and contract claims. These amounts consist of the estimated amount payable for claims reported but not yet settled and an estimate of claims incurred but not reported. The amount reported is based upon historical experience, adjusted for trends and current circumstances. Management believes that the recorded liability is sufficient to provide for the associated claims adjustment expenses. Revisions of these estimates are included in operations in the year such refinements are made.

Future contract and policy benefits are liabilities for traditional life, health and stop loss products. Such liabilities are established in amounts adequate to meet the estimated future obligations of policies in force. The liabilities associated with traditional life insurance and disability insurance products are computed using the net level premium method based on assumptions about future investment yields, mortality, morbidity and persistency. The assumptions used are based upon the Company's experience and industry standards.

REVENUE AND EXPENSES

Premiums for traditional individual life products are considered revenue when due. Premiums related to group life, stop loss and group disability insurance are recognized as revenue pro-rata over the contract period. The unexpired portion of these premiums is recorded as unearned premiums. Revenue from universal life-type products and investment-related products includes charges for the cost of insurance (mortality), initiation and administration of the policy and surrender charges. Revenue is recognized when the charges are assessed except that any portion of an assessment that relates to services to be provided in future years is deferred and recognized over the period during which the services are provided.

Benefits and expenses related to traditional life, annuity and disability contracts, including group policies, are recognized when incurred in a manner designed to match them with related premium revenue and spread income recognition over expected policy lives. For universal life-type and investment-type contracts, expenses include interest credited to policyholders' accounts and death benefits in excess of account values, which are recognized as incurred.

Fees from investment advisory services are recognized as revenues when the services are provided.

INCOME TAXES

For the year ended December 31, 2004, the Company will participate in the consolidated federal income tax return with an affiliate, SLC - US Ops Holdings. Deferred income taxes are generally recognized when assets and liabilities have different values for financial statement and tax reporting purposes, and for other temporary taxable and deductible differences as defined by SFAS No. 109, "Accounting for Income Taxes." These differences primarily result from policy reserves, policy acquisition expenses and unrealized gains or losses on investments. For the 2003 tax year, as in prior years, SLUS participated in the consolidated federal income tax return with SLC - U.S. Ops Holdings and other affiliates. For 2003 and 2002, Keyport filed a separate consolidated return with an affiliate, Independence Life.

SEPARATE ACCOUNTS

The Company has established separate accounts applicable to various classes of contracts providing for variable benefits. Separate account assets are subject to general account claims only to the extent the value of such assets exceeds the separate account liabilities. Contracts for which funds are invested in separate accounts include variable life insurance and individual and group qualified and non-qualified variable annuity contracts. Investment income and changes in mutual fund asset values are allocated to policyholders and therefore do not affect the operating results of the Company. Assets held in the separate accounts are carried at fair value and the investment risk of such securities is retained by the contractholder. The Company earns separate account fees for providing administrative services and bearing the mortality risks related to these contracts.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECLASSIFICATIONS

Certain amounts in the prior years' financial statements have been reclassified to conform to the 2004 presentation.

NEW ACCOUNTING PRONOUNCEMENTS

On January 1, 2004, the Company adopted the American Institute of Certified Public Accountants' (the "AICPA") Statement of Position 03-1, "Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts" ("SOP 03-1"). The major provisions of SOP 03-1 that affect the Company require:

o Establishment of reserves primarily related to death benefit and income benefit guarantees provided under variable annuity contracts;

o Deferral of sales inducements that meet certain criteria, and amortization using the same method used for DAC; and

o Reporting and measuring the Company's interest in its separate accounts as investments.

Effect of Adoption

The cumulative effect, reported after tax and net of related effects on DAC, upon adoption of SOP 03-1 at January 1, 2004, decreased net income and stockholder's equity by $8.9 million and reduced accumulated other comprehensive income by $2.1 million. The decrease in net income was comprised of an increase in future contract and policy benefits (primarily for variable annuity contracts) of $46.7 million, pretax, an increase in DAC of $29.5 million, pretax, and the recognition of the unrealized gain on investments in separate accounts of $3.5 million, pretax.

In October 2004, the AICPA issued a technical bulletin on financial accounting and reporting issues related to SOP 03-1. Upon adoption of the guidance in the technical bulletin, the Company restated the amount of the cumulative effect of change in accounting principal in the accompanying financial statements from the amount previously reported in earlier quarters ($0.9 million). The previously reported 2004 quarterly financial information has also been restated in Item 8 of this Form 10-K to reflect the implementation of the technical bulletin provisions.

Liabilities for contract guarantees

The Company offers various guarantees to certain policyholders including a return of no less than (a) total deposits made on the contract less any customer withdrawals, (b) total deposits made on the contract less any customer withdrawals plus a minimum return or (c) the highest contract value on a specified anniversary date minus any customer withdrawals following the contract anniversary. These guarantees include benefits that are payable in the event of death, upon annuitization, or at specified dates during the accumulation period of an annuity.

The table below represents information regarding the Company's variable annuity contracts with guarantees at December 31, 2004:

Benefit Type	Account Balance	Net Amount at Risk	Average Attained Age
Minimum Death	$ 16,894,237	$ 2,423,320	65.7
Minimum Income	$ 386,407	$ 63,851	59.8
Minimum Accumulation or Withdrawal	$ 884,843	$ -	61.4

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

The following summarizes the reserve for the guaranteed minimum death benefit and income benefit at December 31, 2004:

	Guaranteed Minimum Death Benefit	Guaranteed Minimum Income Benefit	Total
Balance at January 1, 2004	$ 45,250	$ 1,457	$ 46,707
Incurred guaranteed benefits	32,103	832	32,935
Paid guaranteed benefits	50,502	-	50,502
Interest	1,462	132	1,594
Balance at December 31, 2004	$ 28,313	$ 2,421	$ 30,734

The liability for death and income benefit guarantees is established equal to a benefit ratio multiplied by the cumulative contract charges earned, plus accrued interest less contract benefit payments. The benefit ratio is calculated as the estimated present value of all expected contract benefits divided by the present value of all expected contract charges. The benefit ratio may be in excess of 100%. For guarantees in the event of death, benefits represent the current guaranteed minimum death payments in excess of the current account balance. For guarantees at annuitization, benefits represent the present value of the minimum guaranteed annuity benefits in excess of the current account balance.

Projected benefits and assessments used in determining the liability for guarantees are developed using models and stochastic scenarios that are also used in the development of estimated expected future gross profits. Underlying assumptions for the liability related to income benefits include assumed future annuitization elections based upon factors such as eligibility conditions and the annuitant's attained age.

The liability for guarantees will be re-evaluated periodically, and adjustments will be made to the liability balance through a charge or credit to policyowner benefits.

Guaranteed minimum accumulation benefits or withdrawal benefits are considered to be derivatives under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and are recognized at fair value through earnings. The guaranteed minimum accumulation or withdrawal benefit was a $0.6 and $2.8 million receivable at January 1, 2004 and December 31, 2004, respectively.

Interest in Separate Accounts

At December 31, 2003, the Company had $11.7 million representing unconsolidated interests in its own separate accounts. These interests were recorded as separate account assets, with changes in fair value recorded through other comprehensive income. On January 1, 2004, the Company reclassified these interests to investments as a component of other invested assets.

Sales Inducements

The Company currently offers enhanced or bonus crediting rates to policyholders on certain of its annuity products. Through December 31, 2003, the expenses associated with certain of these bonuses were deferred and amortized. Others were expensed as incurred. Effective January 1, 2004, upon adoption of SOP 03-1, the expenses associated with offering a bonus are deferred and amortized over the life of the related contract in a pattern consistent with the amortization of DAC.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

Other Accounting Pronouncements

Effective December 31, 2003, the Company adopted the disclosure requirements of EITF Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments." As a result, disclosures are required for unrealized losses on fixed maturity and equity securities accounted for under SFAS No. 115, "Accounting for Certain Investment in Debt and Equity Securities," that are classified as either available-for-sale or held-to-maturity.

The disclosure requirements include quantitative information regarding the aggregate amount of unrealized losses and the associated fair value of the investments in an unrealized loss position, segregated into time periods for which the investments have been in an unrealized loss position. EITF No. 03-1 also requires certain qualitative disclosures about holdings with unrealized losses in order to provide additional information that the Company considered in concluding that the unrealized losses were not other-than-temporary. For further discussion, see disclosures in Note 4.

On November 29, 2004, the AICPA issued a proposed Statement of Position ("SOP"), "Accounting by Insurance Enterprises for Deferred Acquisition Costs on Internal Replacements." The proposed SOP provides guidance on accounting by insurance companies for DAC on internal replacements other than those specifically described in SFAS No. 97, "Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments." The proposed SOP is effective for fiscal years beginning after December 15, 2005. The Company is in the process of evaluating the provisions of the proposed SOP and its impact on the Company's financial position and results of operations.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In January 2003, the Financial Accounting Standards Board (the "FASB") issued Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN No. 46"). In December 2003, the FASB issued a revised version of FIN 46 ("FIN 46R"), which incorporated a number of modifications and changes made to the original version. FIN 46R replaces the previously issued FIN No. 46 and, subject to certain special provisions, is effective no later than the first reporting period that ends after December 15, 2003 for entities considered to be special-purpose entities and no later than the end of the first reporting period that ends after March 15, 2004 for all other VIEs. Early adoption was permitted. The Company adopted FIN No. 46 and FIN 46R in the fourth quarter of 2003. Implementation of FIN No. 46 and FIN 46R resulted in the consolidation of two VIEs and increased total consolidated assets by $67.8 million at December 31, 2003. As required by FIN No. 46 and FIN 46R, the difference between the carrying amount of the assets and the fair value of the VIEs resulted in a cumulative effect of change in accounting principles, net of tax, of $7.5 million as of the date of adoption.

The Company does have a greater than or equal to 20% involvement in 10 VIEs at December 31, 2004. The Company is a creditor in 7 trusts, 2 limited liability companies and one special purpose entity that were used to finance commercial mortgages, franchise receivables, auto receivables and equipment used in utility generation. The Company's maximum exposure to loss related to all of these VIEs is the investments' carrying value, which was $62.8 million at December 31, 2004. The notes mature between August 2005 and December 2035. See Note 4 for additional information with respect to leveraged leases which is not included above.

Consolidated VIE's increased total consolidated assets by $64.3 million at December 31, 2004. The liabilities include a $33.5 million note issued in June 2000. The note will mature on June 1, 2012. The interest rate on the note is the three-month LIBOR plus 1.75% for the period from June 23, 2000 to December 1, 2005 and LIBOR for the period from December 1, 2005 to June 1, 2012.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

2. MERGERS, ACQUISITIONS AND DISPOSITIONS

On December 31, 2004, SCA, a registered investment adviser and a wholly-owned subsidiary of the Company, was distributed in the form of a dividend to the Company's parent and became a consolidated subsidiary of SLC - U.S. Ops Holdings. As a result of this transaction, SCA is no longer the Company's wholly-owned subsidiary. As of December 31, 2004 and 2003, SCA's net assets were $8.1 million and $5.1 million, respectively. SCA's net income for the years ended December 31, 2004, 2003 and 2002, was $1.9 million, $0.7 million and $1.1 million, respectively.

On June 30, 2004, the Company sold its interest in one of its consolidated VIEs and recognized a gain of $9.7 million. The Company received net cash proceeds of $39.7 and reduced consolidated assets and liabilities by $51.6 million and $21.9 million, respectively. The Company's net income related to this VIE for the year ended December 31, 2004, excluding the gain on the sale, was $7.1 million.

On December 31, 2003, Clarendon merged with an affiliate, Keyport Financial Services Corp., with Clarendon as the surviving entity. KFSC was a wholly-owned subsidiary of Keyport.

On November 18, 2003, the Company sold its interest in its wholly-owned subsidiary, Vision Financial Corporation, for $1.5 million. A loss of approximately $1.0 million was realized on this transaction.

On April 1, 2003, Sun Life Financial Services Limited ("SLFSL"), a wholly-owned subsidiary of the Company, ceased operations and SLFSL was liquidated during the fourth quarter of 2003. SLFSL served as marketing administrator for the distribution of offshore products offered by SLOC, an affiliate.

On December 18, 2002, the Company sold its interest in its wholly-owned subsidiary, Sun Life of Canada (U.S.) Distributors, Inc. ("SLD") to another affiliate, Sun Life Financial (U.S.) Holdings, Inc., for $10.5 million. No gain or loss was realized on this transaction. Effective January 1, 2003, SLD changed its name to MFS/Sun Life Financial Distributors, Inc. ("MFSLF") and thereafter Massachusetts Financial Services Company ("MFS"), an affiliate of the Company, acquired a 50% ownership interest in MFSLF. Total net loss of SLD for the year ended December 31, 2002 was $4.8 million. Effective January 1, 2005, MFSLF changed its name to Sun Life Financial Distributors, Inc. ("SLFD").

On October 9, 2002, Keyport Benefit Life Insurance Company, which was a wholly-owned subsidiary of Keyport, merged with and into SLNY, with SLNY as the surviving entity. The merger had no effect on the existing rights and benefits of policyholders or contract holders from either company.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

3. SIGNIFICANT TRANSACTIONS WITH AFFILIATES

In 2003, the Company sold a $100 million note from MFS, an affiliate, to another affiliate, Sun Life (Hungary) Group Financing Limited Liability Company ("Sun Life (Hungary) LLC"), for approximately $109.1 million. The note was sold at a gain of $9.1 million.

The Company and its subsidiaries have management services agreements with SLOC which provide that SLOC will furnish, as requested, certain services and facilities on a cost-reimbursement basis. Expenses under these agreements amounted to approximately $24.4 million in 2004, $73.3 million in 2003, and $64.4 million in 2002.

The Company has an administrative services agreement with SLC - U.S. Ops Holdings, under which the Company provides administrative and investor services with respect to certain open-end management investment companies for which MFS serves as the investment adviser, and which are offered to certain of the Company's separate accounts established in connection with the variable annuity contracts issued by the Company. Amounts received under this agreement amounted to approximately $22.8 million, $21.3 million and $24.0 million for the years ended December 31, 2004, 2003 and 2002, respectively.

The Company leases office space to SLOC under lease agreements with terms expiring in September 2009 and options to extend the terms for each of twelve successive five year terms at fair market value of the fixed rent for the term, which is ending. Rent received by the Company under the leases amounted to approximately $11.8 million, $11.8 million, and $11.7 million in 2004, 2003 and 2002, respectively. Rental income is reported as a component of net investment income.

As more fully described in Note 8, the Company has been involved in several reinsurance transactions with SLOC.

In 2004, the Company declared and paid cash dividends in the amount of $150.0 million and transferred via dividend its ownership of SCA valued at $6.6 million to its parent, SLC - U.S. Ops Holdings. The Company did not make any dividend payments in 2003 or 2002.

On December 31, 2004 and September 24, 2002, the Company received a $60.0 million and a $100.0 million capital contribution, respectively, from its parent, SLC - U.S. Ops Holdings.

In 2004, the Company became a participant in a restricted share unit ("RSU") plan with its indirect parent, SLF. Under the RSU plan, participants are granted units that are equivalent to one common share of SLF stock and have a fair market value of a common share of SLF stock on the date of grant. RSUs earn dividend equivalents in the form of additional RSUs at the same rate as the dividends on common shares of SLF stock. The redemption value is the fair market value of an equal number of common shares of SLF stock. As of December 31, 2004, the Company incurred expenses of $4.1 million.

In 2004, the Company became a participant in a performance share unit ("PSU") plan with its indirect parent, SLF. Under the PSU plan, participants are granted units that are the equivalent to one SLF common share and have a fair market value of a SLF common share on the date of grant. PSUs earn dividend equivalents in the form of additional PSUs at the same rate as the dividends on SLF's common shares. No PSUs will vest or become payable unless SLF meets certain threshold targets with respect to specified performance targets. The plan provides for an enhanced payout if SLF achieves superior levels of performance to motivate participants to achieve a higher return for shareholders. Payments to participants are based on the number of PSUs earned multiplied by the market value of SLF's common shares at the end of a three-year performance period. As of December 31, 2004, the Company incurred expenses of $0.3 million relating to PSUs.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

3. SIGNIFICANT TRANSACTIONS WITH AFFILIATES (CONTINUED)

On July 25, 2002, the Company issued a $380 million promissory note at 5.76% and an $80 million promissory note at 5.71%, both maturing June 30, 2012 to an affiliate, Sun Life (Hungary) LLC. The Company pays interest semi-annually to Sun Life (Hungary) LLC. Total interest paid was $26.5 million for the years ended December 31, 2004 and 2003, respectively, and $11.5 million for the year ended December 31, 2002. The proceeds of the notes were used to purchase fixed rate government and corporate bonds.

Effective January 2002, all United States employees of SLOC became employees of the Company. As a result, the Company has assumed most of the salaries and benefits previously incurred by SLOC in the United States. In accordance with a management service agreement between the Company and SLOC, the Company provides personnel and certain services to SLOC, as requested. Reimbursements under this agreement, which are recorded as a reduction of other operating expenses, were approximately $136.8 million, $152.2 million and $135.1 million for the years ended December 31, 2004, 2003 and 2002, respectively.

At December 31, 2004 and 2003, the Company had $565 million of surplus notes issued to Sun Life Financial (U.S.) Finance, Inc., an affiliate of the Company. The Company expensed $42.6 million for interest on these surplus notes for each of the years ended December 31, 2004, 2003 and 2002, respectively.

In 2004 and 2003, the Company purchased a total of $140 million in promissory notes from MFS. These promissory notes are included with fixed maturities available-for-sale in the financial statements. The interest rates on these notes range from 2.988% to 3.512% and the terms are from 3-5 years. Interest earned for the periods ended December 31, 2004 and 2003 was $4.0 million and $0.6 million, respectively.

During the years ended December 31, 2004 and 2003, the Company paid $35.0 million and $14.6 million, respectively, in commission fees to an affiliate, SLFD, formerly known as MFSLF.

During the years ended December 31, 2004, 2003 and 2002, the Company paid $45.1 million, $64.5 million and $79.4 million, respectively, in commission fees to Independence Financial Marketing Group, Inc., an affiliate.

Management believes inter-company revenues and expenses are calculated on a reasonable basis; however, these amounts may not necessarily be indicative of the costs that would be incurred if the Company operated on a stand-alone basis.

The following table lists the details of notes due to affiliates at December 31, 2004 (in 000's):

Type	Principal	Maturity	Rate
Surplus	$ 150,000	12/15/27	6.150%
Surplus	150,000	12/15/15	7.250%
Surplus	7,500	12/15/15	6.125%
Surplus	7,500	12/15/27	6.150%
Promissory	80,000	06/30/12	5.710%
Promissory	380,000	06/30/12	5.760%
Surplus	250,000	11/06/27	8.625%
	$ 1,025,000

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

4. INVESTMENTS

Fixed Maturities

The amortized cost and fair value of fixed maturities was as follows:

	December 31, 2004
		Gross	Gross	Estimated
	Amortized	Unrealized	Unrealized	Fair
	Cost	Gains	Losses	Value
Available-for-sale fixed maturities:
Asset Backed and Mortgage Backed Securities	$ 5,250,374	$ 106,024	$ (33,560)	$ 5,322,838
Foreign Government & Agency Securities	99,771	4,789	(21)	104,539
States & Political Subdivisions	1,212	50	-	1,262
U.S. Treasury & Agency Securities	573,446	12,539	(1,174)	584,811
Subordinated notes from affiliate	140,000	-	-	140,000
Corporate securities:
Basic Industry	298,352	16,577	(1,649)	313,280
Capital Goods	667,459	38,995	(1,429)	705,025
Communications	1,428,598	61,135	(7,811)	1,481,922
Consumer Cyclical	1,341,480	51,605	(2,935)	1,390,150
Consumer Noncyclical	512,153	30,345	(367)	542,131
Energy	527,782	27,370	(711)	554,441
Finance	2,979,627	92,043	(14,145)	3,057,525
Industrial Other	311,829	11,198	(1,522)	321,505
Technology	57,867	2,774	(569)	60,072
Transportation	526,567	25,104	(9,549)	542,122
Utilities	1,490,795	83,231	(2,662)	1,571,364
Total Corporate	10,142,509	440,377	(43,349)	10,539,537
Total available-for-sale fixed maturities	$ 16,207,312	$ 563,779	$ (78,104)	$16,692,987
Trading fixed maturities:
Asset Backed and Mortgage Backed Securities	$ 121,729	$ 4,427	$ (1,051)	$ 125,105
Foreign Government & Agency Securities	6,313	711	(11)	7,013
Corporate securities:
Basic Industry	31,844	2,363	-	34,207
Capital Goods	48,839	2,939	-	51,778
Communications	177,288	10,753	(300)	187,741
Consumer Cyclical	198,733	10,684	(159)	209,258
Consumer Noncyclical	23,344	1,209	(13)	24,540
Energy	35,714	4,987	-	40,701
Finance	453,387	25,198	(973)	477,612
Industrial Other	46,089	3,034	(189)	48,934
Technology	3,802	302	-	4,104
Transportation	63,291	5,453	(3,107)	65,637
Utilities	198,245	16,154	(1)	214,398
Total Corporate	1,280,576	83,076	(4,742)	1,358,910
Total trading fixed maturities	$ 1,408,618	$ 88,214	$ (5,804)	$ 1,491,028
Held-to-maturity fixed maturities:
Sun Life of Canada (U.S.) Holdings, Inc.,
8.526% subordinated debt, due 2027	$ 600,000	$ 89,132	$ -	$ 689,132
Total held-to-maturity fixed maturities	$ 600,000	$ 89,132	$ -	$ 689,132

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

4. INVESTMENTS (CONTINUED)

	December 31, 2003
		Gross	Gross	Estimated
	Amortized	Unrealized	Unrealized	Fair
	Cost	Gains	Losses	Value
Available-for-sale fixed maturities:
Asset Backed and Mortgage Backed Securities	$ 5,251,364	$ 116,712	$ (71,242)	$ 5,296,834
Foreign Government & Agency Securities	82,774	13,696	(47)	96,423
States & Political Subdivisions	1,693	87	-	1,780
U.S. Treasury & Agency Securities	685,075	13,343	(8,316)	690,102
Subordinated notes from affiliate	80,000	-	(934)	79,066
Corporate securities:
Basic Industry	497,699	25,760	(5,877)	517,582
Capital Goods	600,303	45,999	(1,477)	644,825
Communications	1,214,136	54,673	(7,378)	1,261,431
Consumer Cyclical	1,156,471	66,259	(3,973)	1,218,757
Consumer Noncyclical	551,144	39,761	(719)	590,186
Energy	568,786	33,235	(2,573)	599,448
Finance	2,896,392	120,219	(15,662)	3,000,949
Industrial Other	414,828	15,723	(2,768)	427,783
Technology	79,775	3,235	-	83,010
Transportation	579,351	29,589	(15,540)	593,400
Utilities	1,678,450	90,491	(12,103)	1,756,838
Total Corporate	10,237,335	524,944	(68,070)	10,694,209
Total available-for-sale fixed maturities	$ 16,338,241	$ 668,782	$ (148,609)	$ 16,858,414
Trading fixed maturities:
Asset Backed and Mortgage Backed Securities	$ 96,189	$ 5,773	$ (227)	$ 101,735
Foreign Government & Agency Securities	5,227	893	(14)	6,106
Corporate securities:
Basic Industry	67,321	7,696	(7)	75,010
Capital Goods	83,797	8,634	-	92,431
Communications	170,219	15,478	(222)	185,475
Consumer Cyclical	167,633	14,226	(609)	181,250
Consumer Noncyclical	40,623	1,065	(419)	41,269
Energy	80,957	6,478	(276)	87,159
Finance	323,412	27,219	(455)	350,176
Industrial Other	57,925	5,918	(62)	63,781
Technology	3,804	310	-	4,114
Transportation	76,614	6,112	(7,505)	75,221
Utilities	260,933	14,873	(11,914)	263,892
Total Corporate	1,333,238	108,009	(21,469)	1,419,778
Total trading fixed maturities	$ 1,434,654	$ 114,675	$ (21,710)	$ 1,527,619
Held-to-maturity fixed maturities:
Sun Life of Canada (U.S.) Holdings, Inc.,
8.526% subordinated debt, due 2027	$ 600,000	$ 99,069	$ -	$ 699,069
Total held-to-maturity fixed maturities	$ 600,000	$ 99,069	$ -	$ 699,069

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

4. INVESTMENTS (CONTINUED)

The amortized cost and estimated fair value by maturity periods for fixed maturity investments are shown below. Actual maturities may differ from contractual maturities on asset-backed securities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties, or the Company may have the right to put or sell the obligations back to the issuers.

			December 31, 2004
			Amortized Cost	Estimated Fair Value
Maturities of available-for-sale fixed securities:
	Due in one year or less		$ 654,144	$ 659,961
	Due after one year through five years		3,032,715	3,108,642
	Due after five years through ten years		4,304,931	4,486,115
	Due after ten years		2,965,148	3,115,431
Subtotal - Maturities available-for-sale			10,956,938	11,370,149
Asset-backed securities			5,250,374	5,322,838
Total Available-for-sale			$ 16,207,312	$ 16,692,987
Maturities of trading fixed securities:
	Due in one year or less		$ 103,747	$ 105,563
	Due after one year through five years		432,522	458,748
	Due after five years through ten years		497,186	528,518
	Due after ten years		253,434	273,094
	Subtotal - Maturities of trading		1,286,889	1,365,923
Asset-backed securities			121,729	125,105
	Total Trading		$ 1,408,618	$ 1,491,028
Maturities of held-to-maturity fixed securities:
		Due after ten years	$ 600,000	$ 689,132

Gross gains of $152.5 million, $196.4 million and $163.4 million and gross losses of $45.4 million, $44.9 million and $134.9 million were realized on the voluntary sale of fixed maturities for the years ended December 31, 2004, 2003 and 2002, respectively.

Fixed maturities with an amortized cost of approximately $10.9 million and $18.6 million at December 31, 2004 and 2003, respectively, were on deposit with federal and state governmental authorities as required by law.

The Company had unfunded commitments with respect to funding of limited partnerships of approximately $91.1 million and $126.2 million at December 31, 2004 and 2003, respectively.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

4. INVESTMENTS (CONTINUED)

As of December 31, 2004 and 2003, 95.7% and 93.7%, respectively, of the Company's fixed maturities were investment grade. Investment grade securities are those that are rated "BBB" or better by nationally recognized rating agencies. During 2004, 2003 and 2002, the Company incurred realized losses totaling $32.5 million, $62.8 million and $95.7 million, respectively, for other-than-temporary impairment of value of some of its fixed maturities after determining that not all of the unrealized losses were temporary in nature.

During 2004, 2003 and 2002, $17.3 million, $4.7 million and $1.6 million, respectively, of the losses recorded in prior years were recovered through dispositions and are included in realized gains. The Company has discontinued accruing income on several of its holdings for issuers that are in default. The termination of accrual accounting on these holdings reduced income by $7.0 million, $10.1 million and $2.5 million during 2004, 2003 and 2002, respectively.

The following table provides the fair value and gross unrealized losses of the Company's investments, which were deemed to be temporarily impaired, aggregated by investment category and length of time that individual securities have been in an unrealized loss position, at December 31, 2004:

	Less Than Twelve Months			Twelve Months Or More		Total
Corporate Securities
	Fair Value	Gross Unrealized Losses	Fair Value		Gross Unrealized Losses		Fair Value	Gross Unrealized Losses
Basic Industry	$ 30,787	$ (461)	$ 23,104		$ (1,188)		$ 53,891	$ (1,649)
Capital Goods	119,885	(938)	14,733		(491)		134,618	(1,429)
Communications	196,250	(4,153)	83,702		(3,658)		279,952	(7,811)
Consumer Cyclical	221,428	(2,478)	10,620		(457)		232,048	(2,935)
Consumer Noncyclical	60,192	(367)	-		-		60,192	(367)
Energy	26,575	(372)	7,100		(339)		33,675	(711)
Finance	693,913	(8,606)	146,825		(5,539)		840,738	(14,145)
Industrial Other	95,881	(938)	20,346		(584)		116,227	(1,522)
Technology	25,431	(569)	-		-		25,431	(569)
Transportation	39,596	(367)	95,630		(9,182)		135,226	(9,549)
Utilities	209,995	(1,965)	33,919		(697)		243,914	(2,662)
Total Corporate	1,719,933	(21,214)	435,979		(22,135)		2,155,912	(43,349)
Non-Corporate
Asset Backed and Mortgage Backed Securities	1,358,934	(11,026)	283,699		(22,534)		1,642,633	(33,560)
Foreign Government & Agency Securities	2,459	(21)	-		-		2,459	(21)
U.S. Treasury & Agency Securities	233,308	(1,174)	-		-		233,308	(1,174)
Total Non-Corporate	1,594,701	(12,221)	283,699		(22,534)		1,878,400	(34,755)
Grand Total	$ 3,314,634	$ (33,435)	$ 719,678		$ (44,669)		$ 4,034,312	$ (78,104)

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

4. INVESTMENTS (CONTINUED)

The following table provides the fair value and gross unrealized losses of the Company's investments, which were deemed to be temporarily impaired, aggregated by investment category and length of time that individual securities have been in an unrealized loss position, at December 31, 2003:

	Less Than Twelve Months			Twelve Months Or More		Total
Corporate Securities
	Fair Value	Gross Unrealized Losses	Fair Value		Gross Unrealized Losses		Fair Value	Gross Unrealized Losses
Basic Industry	$ 82,585	$ (5,877)	$ -		$ -		$ 82,585	$ (5,877)
Capital Goods	43,154	(1,283)	8,887		(194)		52,041	(1,477)
Communications	242,224	(6,548)	16,271		(830)		258,495	(7,378)
Consumer Cyclical	131,401	(2,725)	13,538		(1,248)		144,939	(3,973)
Consumer Noncyclical	59,880	(634)	4,775		(85)		64,655	(719)
Energy	66,595	(2,256)	7,746		(317)		74,341	(2,573)
Finance	386,695	(11,054)	209,576		(4,608)		596,271	(15,662)
Industrial Other	103,548	(1,880)	49,210		(888)		152,758	(2,768)
Transportation	83,546	(4,451)	84,352		(11,089)		167,898	(15,540)
Utilities	360,785	(10,218)	33,224		(1,885)		394,009	(12,103)
Total Corporate	1,560,413	(46,926)	427,579		(21,144)		1,987,992	(68,070)
Non-Corporate
Asset Backed and Mortgage Backed Securities	1,121,105	(25,516)	287,666		(45,726)		1,408,771	(71,242)
Foreign Government & Agency Securities	3,850	(47)	-		-		3,850	(47)
U.S. Treasury & Agency Securities	222,365	(8,105)	9,735		(211)		232,100	(8,316)
Subordinated note from affiliate	79,066	(934)	-		-		79,066	(934)
Total Non-Corporate	1,426,386	(34,602)	297,401		(45,937)		1,723,787	(80,539)
Grand Total	$2,986,799	$ (81,528)	$ 724,980		$ (67,081)		$3,711,779	$ (148,609)

The Company has a comprehensive process in place to identify potential problem securities that could have an impairment that is other-than-temporary. At the end of each quarter, all securities with an unrealized loss for more than six months are reviewed. An analysis is undertaken to determine whether this decline in market value is other-than-temporary. The Company's process focuses on issuer operating performance and overall industry and market conditions. Any deterioration in operating performance is assessed relative to the impact on financial ratios including leverage and coverage measures specific to an industry and relative to any investment covenants.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

4. INVESTMENTS (CONTINUED)

The Company's analysis also assesses each issuer's ability to service its debts in a timely fashion, the length of time the security has been in an unrealized loss position, rating agency actions, and any other key developments. The Company has a Credit Committee that includes members from its investment, finance and actuarial functions. The committee meets and reviews the results of the Company's impairment analysis on a quarterly basis.

The following table provides the number of securities with gross unrealized losses, which were deemed to be temporarily impaired, at December 31, 2004 (not in thousands):

	Number of Securities Less Than Twelve Months	Number of Securities Twelve Months Or More	Total Number of Securities
Corporate Securities
Basic Industry	6	2	8
Capital Goods	6	6	12
Communications	18	11	29
Consumer Cyclical	20	1	21
Consumer Noncyclical	8	0	8
Energy	4	2	6
Finance	62	14	76
Industrial Other	5	3	8
Technology	1	0	1
Transportation	36	31	67
Utilities	15	7	22
Total Corporate	181	77	258
Non-Corporate
Asset Backed and Mortgage Backed Securities	278	91	369
Foreign Government & Agency Securities	2	0	2
U.S. Treasury & Agency Securities	27	0	27
Total Non-Corporate	307	91	398
Grand Total	488	168	656

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

4. INVESTMENTS (CONTINUED)

The following table provides the number of securities with gross unrealized losses, which were deemed to be temporarily impaired, at December 31, 2003 (not in thousands):

	Number of Securities Less Than Twelve Months	Number of Securities Twelve Months Or More	Total Number of Securities
Corporate Securities
Basic Industry	22	-	22
Capital Goods	10	4	14
Communications	58	3	61
Consumer Cyclical	21	4	25
Consumer Noncyclical	23	1	24
Energy	20	1	21
Finance	84	31	115
Industrial Other	13	3	16
Transportation	28	36	64
Utilities	72	11	83
Total Corporate	351	94	445
Non-Corporate
Asset Backed and Mortgage Backed Securities	279	100	379
Foreign Government & Agency Securities	7	-	7
U.S. Treasury & Agency Securities	19	3	22
Subordinated note from affiliate	1	-	1
Total Non-Corporate	306	103	409
Grand Total	657	197	854

Mortgage Loans and Real Estate

The Company invests in commercial first mortgage loans and real estate throughout the United States. Investments are diversified by property type and geographic area. Mortgage loans are collateralized by the related properties and generally are no more than 75% of the properties' value at the time that the original loan is made. Real estate investments classified as held-for-sale have been obtained primarily through foreclosure.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

4. INVESTMENTS (CONTINUED)

MORTGAGE LOANS AND REAL ESTATE

The carrying value of mortgage loans and real estate investments, net of applicable reserves and accumulated depreciation, was as follows:

		December 31,
		2004	2003
Total mortgage loans		$ 1,465,896	$ 972,102
Real estate:
	Held-for-sale	628	628
	Held for production of income	167,511	83,793
Total real estate		$ 168,139	$ 84,421

Accumulated depreciation on real estate was $19.1 million and $16.3 million at December 31, 2004 and 2003, respectively.

The Company monitors the condition of the mortgage loans in its portfolio. In those cases where mortgages have been restructured, values are impaired or values are impaired but mortgages are performing, appropriate allowances for losses have been made. The Company has restructured mortgage loans, impaired mortgage loans and impaired but performing mortgage loans totaling $16.5 million and $19.5 million at December 31, 2004 and 2003, respectively, against which there are allowances for losses of $7.6 million and $6.4 million, respectively.

The investment valuation allowances were as follows:

	Balance at			Balance at
	January 1,	Additions	Subtractions	December 31,
2004
Mortgage loans	$ 6,365	$    1,530	$ (249)	$             7,646
2003
Mortgage loans	$            7,098	$              200	$             (933)	$             6,365

Mortgage loans and real estate investments comprise the following property types and geographic regions at December 31:

	2004	2003
Property Type:
Office building	$ 620,273	$ 428,312
Residential	89,831	27,427
Retail	619,021	356,080
Industrial/warehouse	237,020	181,195
Other	75,536	69,874
Valuation allowances	(7,646)	(6,365)
Total	$ 1,634,035	$ 1,056,523

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

4. INVESTMENTS (CONTINUED)

	2004	2003
Geographic region:
Arizona	$ 45,753	$ 32,083
California	137,387	77,832
Colorado	33,096	15,015
Connecticut	32,973	34,177
Delaware	15,847	13,025
Florida	116,327	86,922
Georgia	78,360	39,681
Illinois	10,473	2,100
Indiana	16,203	17,962
Kentucky	15,015	7,224
Louisiana	21,531	23,578
Maryland	57,323	42,934
Massachusetts	137,535	135,722
Michigan	8,719	21,614
Minnesota	46,341	6,539
Missouri	32,323	11,250
Nebraska	5,368	5,554
Nevada	8,055	6,980
New Jersey	31,943	21,482
New Mexico	7,633	4,600
New York	232,312	121,069
North Carolina	39,831	30,362
Ohio	93,896	46,478
Oregon	6,391	5,225
Pennsylvania	102,767	85,474
Tennessee	26,714	19,388
Texas	136,237	34,342
Utah	28,528	20,921
Virginia	18,378	17,466
Washington	68,389	59,441
All other	30,033	16,448
Valuation allowances	(7,646)	(6,365)
Total	$ 1,634,035	$ 1,056,523

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

4. INVESTMENTS (CONTINUED)

At December 31, 2004, scheduled mortgage loan maturities were as follows:

2005	$ 12,178
2006	15,550
2007	66,391
2008	48,625
2009	47,870
Thereafter	1,275,282
Total	$ 1,465,896

Actual maturities could differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties and loans may be refinanced.

The Company has made commitments of mortgage loans on real estate and other loans into the future. The outstanding commitments for these mortgages amount to $54.0 million and $126.8 million at December 31, 2004 and 2003, respectively.

During 2004, 2003 and 2002, the Company sold commercial mortgage loans in securitization transactions. The mortgages were primarily sold to qualified special purpose entities that were established for the purpose of purchasing the assets and issuing trust certificates. In these transactions, the Company retained investment tranches, which are considered available-for-sale securities, in addition to servicing rights. The securitizations are structured so that investors have no recourse to the Company's other assets for failure of debtors to pay when due. The value of the Company's retained interests are subject to credit and interest rate risk on the transferred financial assets. The Company recognized pretax gains of $3.0 million, $24.6 million and $4.5 million for its 2004, 2003 and 2002 securitization transactions, respectively.

Key economic assumptions used in measuring the retained interests at the date of securitization resulting from securitizations completed during the year ended December 31, 2004 were as follows:

	Exeter I/O's	Fairfield I/O's
Prepayment speed	-	-
Weighted average life in years	5.72-5.92	2.89-8.74
Expected credit losses	-	-
Residual cash flows discount rate	4.80%-4.84%	4.43%-5.28%
Treasury rate interpolated for average life	3.35%-3.39%	3.18%-4.03%
Spread over treasuries	1.45%	1.25%
Duration in years	6.64-10.14	1.45-4.92

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

4. INVESTMENTS (CONTINUED)

Key economic assumptions and the sensitivity of the current fair value of cash flows in those assumptions at December 31, 2004 were as follows:

	Commercial Mortgages
	Exeter I/O's	Fairfield I/O's
Amortized cost of retained
Interests	$ 897	$ 1,360
Fair value of retained interests	1,031	1,535
Weighted average life in years	6.06-9.56	1.45-4.92
Expected Credit Losses
Fair value of retained interest as a result of a .20% of adverse change	1,030	1,534
Fair value of retained interest as a result of a .30% of adverse change	1,030	1,533
Residual Cash flows Discount Rate
Fair value of retained interest as a result of a 10% of adverse change	1,015	1,522
Fair value of retained interest as a result of a 20% of adverse change	1,012	1,518

The outstanding principal amount of the securitized commercial mortgage loans was $18.7 million at December 31, 2004, none of which were 60 days or more past due. There were no net credit losses incurred relating to the securitized commercial mortgage loans at the dates of securitization through December 31, 2004.

Key economic assumptions used in measuring the retained interests at the dates of securitizations completed during the year ended December 31, 2003 were as follows:

	Class C	Class D	Class E
Prepayment speed	-	-	-
Weighted average life in years	14.123	14.63	14.84
Expected credit losses	-	-	-
Residual cash flows discount rate	5.65%	5.77%	5.92%
Treasury rate interpolated for average life	4.37%	4.39%	4.40%
Spread over treasuries	1.28%	1.38%	1.52%
Duration in years	20.46	20.55	20.66

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

4. INVESTMENTS (CONTINUED)

Key economic assumptions and the sensitivity of the current fair value of cash flows in those assumptions at December 31, 2004 were as follows:

	Commercial Mortgages
	Class C	Class D	Class E
Amortized cost of retained
Interests	$ 10,664	$ 2,404	$ 2,443
Fair value of retained interests	12,122	2,735	2,780
Weighted average life in years	19.68	19.76	19.87
Expected Credit Losses
Fair value of retained interest as a result of a .20% of adverse change	12,116	2,733	2,778
Fair value of retained interest as a result of a .30% of adverse change	12,112	2,732	2,777
Residual Cash flows Discount Rate
Fair value of retained interest as a result of a 10% of adverse change	11,662	2,629	2,672
Fair value of retained interest as a result of a 20% of adverse change	11,225	2,528	2,570

The outstanding principal amount of the securitized commercial mortgage loans was $417.8 million at December 31, 2004, none of which were 60 days or more past due. There were no net credit losses incurred relating to the securitized commercial mortgage loans at the date of securitization through December 31, 2004.

Key economic assumptions used in measuring the retained interests at the dates of securitizations completed during the year ended December 31, 2002 were as follows:

	Class AA	Class A	Class BBB
Prepayment speed	0	0	0
Weighted average life in years	6.532	6.843	8.417
Expected credit losses	-	-	-
Residual cash flows discount rate	6.06%	6.51%	7.56%
Treasury rate interpolated for average life	4.57%	4.60%	4.68%
Spread over treasuries	1.49%	1.91%	2.88%
Duration in years	5.22	5.263	6.013

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

4. INVESTMENTS (CONTINUED)

Key economic assumptions and the sensitivity of the current fair value of cash flows in those assumptions at December 31, 2004 were as follows:

	Commercial Mortgages
	Class AA	Class A	Class BBB
Amortized cost of retained
Interests	$ 2,370	$ 1,133	$ 1,614
Fair value of retained interests	2,605	1,245	1,777
Weighted average life in years	3.85	4.02	4.88
Expected Credit Losses
Fair value of retained interest as a result of a .20% of adverse change	2,604	1,245	1,756
Fair value of retained interest as a result of a .30% of adverse change	2,604	1,245	1,666
Residual Cash flows Discount Rate
Fair value of retained interest as a result of a 10% of adverse change	2,554	1,221	1,739
Fair value of retained interest as a result of a 20% of adverse change	2,504	1,196	1,703

The outstanding principal amount of the securitized commercial mortgage loans was $234.6 million at December 31, 2004, none of which were 60 days or more past due. There were no net credit losses incurred relating to the securitized commercial mortgage loans at the date of securitization through December 31, 2004.

Securities Lending

The Company is engaged in certain securities lending transactions, which require the borrower to provide collateral, primarily consisting of cash and government securities, on a daily basis, in amounts in excess of 100% of the fair value of the applicable securities loaned. We maintain effective control over all loaned securities and, therefore, continue to report such securities as fixed maturities in the Consolidated Balance Sheet.

Cash collateral received on securities lending transactions is reflected in other investing assets with an offsetting liability recognized in other liabilities for the obligation to return the collateral. Non-cash collateral, such as a security received by the Company, is not reflected in our assets in the Consolidated Balance Sheet as we have not repledged or sold the collateral. The fair value of collateral held and included in other invested assets is $735.7 million at December 31, 2004.

Leveraged Leases

The Company is a lessor in a leverage lease agreement entered into on October 21, 1994, under which equipment having an estimated economic life of 25-40 years was originally leased for a term of 9.78 years. During 2001, the lease term was extended until 2010. The Company's equity investment in this VIE represented 22.9% of the purchase price of the equipment. The balance of the purchase price was furnished by third-party long-term debt financing, collateralized by the equipment, and is non-recourse to the Company. At the end of the lease term, the master lessee may exercise a fixed price purchase option to purchase the equipment. The leveraged lease is included as a part of other invested assets.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

4. INVESTMENTS (CONTINUED)

The Company's net investment in the leveraged lease is composed of the following elements:

	Year ended December 31,
	2004	2003
Lease contract receivable	$ 31,803	$ 44,149 44,149
Less: non-recourse debt	(1,415)	(10,874)
Net Receivable	30,388	33,275
Estimated value of leased assets	21,420	21,420
Less: unearned and deferred income	(11,928)	(14,790)
Investment in leveraged leases	39,880	39,905
Less: fees	(138)	(162)
Net investment in leveraged leases	$ 39,742	$ 39,743

Derivatives

The Company uses derivative financial instruments for risk management purposes to hedge against specific interest rate risk, to alter investment rate exposures arising from mismatches between assets and liabilities, and to minimize the Company's exposure to fluctuations in interest rates, foreign currency exchange rates and general market conditions. The Company does not hold or issue any derivative instruments for trading purposes.

As a component of its investment strategy and to reduce its exposure to interest rate risk, the Company utilizes interest rate swap agreements. Interest rate swap agreements are agreements to exchange with a counterparty interest rate payments of differing character (e.g., fixed-rate payments exchanged for variable-rate payments) based on an underlying principal balance (notional principal) to hedge against interest rate changes. No cash is exchanged at the outset of the contract and no principal payments are made by either party. A single net payment is usually made by one counter-party at each interest payment date. The net payment is recorded as a component of derivative income (loss). Because the underlying principal is not exchanged, the Company's maximum exposure to counterparty credit risk is the difference in payments exchanged. The fair value of swap agreements are included with derivative instruments - receivable (positive position) or derivative instruments - payable (negative position) in the accompanying balance sheet.

The Company utilizes put options and futures on the Standard & Poor's 500 Composite Stock Price Index ("S&P 500 Index") ("S&P", "S&P 500", and "Standard & Poor's" are trademarks of The McGraw Hill Companies, Inc. and have been licensed for use by the Company) and other indexes to hedge against stock market exposure inherent in the mortality and expense risk charges and guaranteed minimum death and living benefit features of the Company's variable annuities. The Company also purchases call options on the S&P 500 Index to economically hedge its obligation under certain fixed annuity contracts. Options are carried at fair value and are included with derivative instruments - receivable in the Company's balance sheet.

Standard & Poors indexed futures contracts are entered into for purposes of hedging equity-indexed products. The interest credited on these 1, 5, 7 and 10 year term products are based on the changes in the S&P 500 Index. On trade date, an initial cash margin is exchanged. Daily cash is exchanged to settle the daily variation margin and the offset is recorded in derivative income.

The Company utilizes currency forwards to hedge against changes in the exchange rate of U.S. dollars. The Company enters into single or multiple settlement forward contracts based on a spot rate determined at the trade date. Currency forwards are carried at fair value and are included with derivative instruments (positive position) or other liabilities (negative position) in the accompanying balance sheet.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

4. INVESTMENTS (CONTINUED)

The Company issues annuity contracts and GICS that contain a derivative instrument that is "embedded" in the contract. Upon issuing the contract, the embedded derivative is separated from the host contract (annuity contract or GIC) and is carried at fair value.

From the second quarter in 2000 until the second quarter in 2002, the Company marketed GICS to unrelated third parties. Each deal is highly-individualized but typically involves the issuance of foreign currency denominated contracts backed by cross currency swaps or equity-linked cross currency swaps. The combination of these swaps with interest rate swaps allows the Company to lock in U.S. dollar fixed rate payments for the life of the contract.

Included in derivative losses are losses on the translation of foreign currency denominated GIC liabilities of $83.3 million, $158.6 million and $115.5 million for the years ended December 31, 2004, 2003 and 2002, respectively.

The Company does not employ hedge accounting. The Company believes that its derivatives provide economic hedges and the cost of formally documenting hedge effectiveness in accordance with the provisions of SFAS No.133, "Accounting for Derivative Instruments," is not justified. As a result, all changes in the fair value of derivatives are recorded in the current period operations as a component of derivative income.

Net derivative income (loss) consisted of the following for the years ended December 31:

	2004	2003	2002 Restated
Net expense on swap agreements	$ (62,514)	$ (87,721)	$ (74,699)
Change in fair value of swap agreements (interest rate, currency, and equity)	(43,977)	197,506	(159,093)
Change in fair value of options, futures and embedded derivatives	8,072	(312,985)	74,507
Total derivative losses	$ (98,419)	$ (203,200)	$ (159,285)

The Company is required to pledge and receive collateral for open derivative contracts. The amount of collateral required is determined by agreed upon thresholds with the counter-parties. The Company currently pledges cash and U.S. Treasury bonds to satisfy this collateral requirement. At December 31, 2004 and 2003, $33.6 million and $59.5 million, respectively, of fixed maturities were pledged as collateral and are included with fixed maturities.

The Company's underlying notional or principal amounts associated with open derivatives positions were as follows for the years ended December 31:

	2004
	Notional		Fair Value
	Principal		Asset (Liability)
	Amounts
Interest rate swaps		$ 5,948,576		$ (212,661)
Currency swaps		805,849		290,776
Equity swaps		250,207		28,254
Currency forwards		1,547		(81)
S&P 500 index call options		2,986,757		188,481
S&P 500 index put options		1,217,980		42,858
Total		$ 11,210,916		$ 337,627

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

4. INVESTMENTS (CONTINUED)

	2003
	Notional Principal Amounts		Fair Value Asset (Liability)
Interest rate swaps		$ 5,892,626		$ (229,925)
Currency swaps		805,211		238,212
Equity swaps		1,544,152		20,265
S&P 500 index call options		1,668,813		57,573
S&P 500 index put options		1,313,855		65,640
Total		$ 11,224,657		$ 151,765

5. NET REALIZED INVESTMENT GAINS AND LOSSES

Net realized investment gains (losses) consisted of the following for the years ended December 31:

		2004		2003	2002 Restated
Fixed maturities			$ 108,603	$       159,474	$       38,814
Equity securities		3,375		(1,465)	2,378
Mortgage and other loans		858		25,528	4,648
Real estate		-		3,862	514
Short term investments			-	-	2
Other invested assets			(1,601)	4,800	8,815
Other than temporary declines			(32,494)	(62,834)	(95,714)
Sales of impaired assets			17,333	4,720	1,577
	Total	$ 96,074		$        134,085	$        (38,966)

6. NET INVESTMENT INCOME

Net investment income consisted of the following for the years ended December 31:

		2004	2003	2002 Restated
Fixed maturities		$ 1,030,973	$ 1,114,949	$ 1,080,965
Equity securities		-	-	484
Mortgage and other loans		83,986	76,259	75,024
Real estate		11,615	6,952	7,855
Policy loans		42,821	43,335	39,269
Other		(19,715)	(20,364)	(4,848)
	Gross investment income	1,149,680	1,221,131	1,198,749
Less: Investment expenses		15,423	12,381	13,539
	Net investment income	$ 1,134,257	$ 1,208,750	$ 1,185,210

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

7. FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosure about Fair Value of Financial Instruments," excludes certain insurance liabilities and other non-financial instruments from its disclosure requirements. The fair value amounts presented herein do not include the expected interest margin (interest earnings over interest credited) to be earned in the future on investment-type products or other intangible items. Accordingly, the aggregate fair value amounts presented herein do not necessarily represent the underlying value to the Company. Likewise, care should be exercised in deriving conclusions about the Company's business or financial condition based on the fair value information presented herein.

The following table presents the carrying amounts and estimated fair values of the Company's financial instruments at December 31:

		2004		2003
		Carrying	Estimated	Carrying	Estimated
		Amount	Fair Value	Amount	Fair Value
Financial assets:
	Cash and cash equivalents	$ 552,949	$ 552,949	$ 558,185	$ 558,185
	Fixed maturities	18,784,015	18,873,147	18,986,033	19,085,102
	Equity Securities	1,006	1,006	1,452	1,452
	Short-term investments	23,957	23,957	24,662	24,662
	Mortgages	1,465,896	1,546,834	972,102	1,059,145
	Derivatives instruments - receivables	566,401	566,401	403,437	403,437
	Policy loans	696,305	696,305	692,887	692,887
	Separate accounts	19,120,381	19,120,381	17,509,294	17,509,294
Financial liabilities:
	Policy Liabilities	18,846,238	17,677,082	18,329,570	17,565,100
	Derivative instruments - payables	228,774	228,774	248,272	248,272
	Long-term debt	33,500	33,500	40,500	32,953
	Long-term debt to affiliates	1,025,000	1,100,501	1,025,000	1,123,194
	Partnership Capital Securities	607,826	689,132	607,826	699,069
	Separate accounts	19,120,381	19,120,381	17,509,294	17,509,294

The following methods and assumptions were used by the Company in determining the estimated fair value of its financial instruments:

Cash and cash equivalents: The fair values of cash and cash equivalents are estimated to be cost plus accrued interest.

Fixed maturities, short term investments, and equity securities: The fair values of short-term bonds are estimated to be amortized cost. The fair values of publicly traded fixed maturities are based upon market prices or dealer quotes. For privately placed fixed maturities, fair values are estimated by taking into account prices for publicly traded securities of similar credit risk, maturity, repayment and liquidity characteristics. The fair value of equity securities are based on quoted market prices.

Mortgage loans: The fair values of mortgage and other loans are estimated by discounting future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Derivatives: Fair value of swaps are based on current settlement values. The current settlement values are based on dealer quotes and market prices. Fair values for options and futures are based on dealer quotes and market prices.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

7. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

Policy loans: Policy loans are stated at unpaid principal balances, which approximate fair value.

Separate accounts, assets and liabilities: The estimated fair value of assets held in separate accounts is based on quoted market prices. The fair value of liabilities related to separate accounts is the amount payable on demand, which excludes surrender charges.

Policy liabilities: The fair values of the Company's general account insurance reserves and contractholder deposits under investment-type contracts (insurance, annuity and pension contracts that do not involve mortality or morbidity risks) are estimated using discounted cash flow analyses or surrender values based on interest rates currently being offered for similar contracts with maturities consistent with those remaining for all contracts being valued. Those contracts that are deemed to have short-term guarantees have a carrying amount equal to the estimated market value. The fair values of other deposits with future maturity dates are estimated using discounted cash flows.

Long term debt: The fair value of notes payable and other borrowings are estimated using discounted cash flow analyses based upon the Company's current incremental borrowing rates for similar types of borrowings.

8. REINSURANCE

Reinsurance ceded contracts do not relieve the Company from its obligations to policyholders. The Company remains liable to its policyholders for the portion reinsured to the extent that any reinsurer does not meet the obligations assumed under the reinsurance agreement. To minimize its exposure to significant losses from reinsurer insolvencies, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk. A brief discussion of the Company's reinsurance agreements by segment (see Note 14) follows.

Wealth Management Segment

The Wealth Management Segment currently does not offer traditional life insurance products; however, it manages a closed block of single premium whole life insurance policies ("SPWL"), a retirement-oriented tax-advantaged life insurance product. The Company discontinued sales of SPWL's in response to certain tax law changes in the 1980s. The Company had SPWL policyholder balances of approximately $1.7 billion as of December 31, 2004 and 2003, respectively. On December 31, 2003, this entire block of business was reinsured on a funds withheld basis with SLOC, an affiliated company. By reinsuring the SPWL product, the Company reduced net investment income by $91.2 million and interest credited by $79.6 million for the twelve-month period ended December 31, 2004. In addition, the Company also increased net investment income by $13.6 million relating to an experience rating refund under the reinsurance agreement. The liability for the SPWL policies is included in contractholder deposit funds and other policy liabilities.

Individual Protection Segment

The Company has agreements with SLOC and several unrelated companies, which provide for reinsurance of portions of the net-amount-at-risk under certain individual variable universal life, bank owned life insurance ("BOLI"), and corporate owned life insurance ("COLI") policies. These amounts are reinsured on either a monthly renewable or a yearly renewable term basis. Fee income was reduced by $28.7 million and $23.4 million for the years ended 2004 and 2003, respectively, to account for these agreements.

Effective October 1, 2004, the Company no longer acts as the reinsurer of risk under the lapse protection benefit for certain universal life contracts issued by SLOC.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

8. REINSURANCE (CONTINUED)

Group Protection Segment

The Company, through its affiliate SLNY, had an agreement with SLOC whereby SLOC reinsured the mortality risks of SLNY's group life insurance contracts. Under this agreement, certain death benefits were reinsured on a yearly renewable term basis. The agreement provided that SLOC would reinsure mortality risks in excess of $50,000 per claim for group life contracts ceded by SLNY. The treaty was commuted effective December 31, 2004.

The Company, through its affiliate SLNY, had an agreement with SLOC whereby SLOC reinsured morbidity risks of a block of SLNY's group long-term disability contracts. The treaty was commuted effective December 31, 2004.

The Company, through its affiliate SLNY, has an agreement with an unrelated company whereby the unrelated company reinsures the mortality risks of the Company's group life contracts. Under this agreement, certain group life mortality benefits are reinsured on a yearly renewable term basis. The agreement provides that the unrelated company will reinsure amounts above $700,000 per claim for group life contracts ceded by the Company.

The Company, through its affiliate SLNY, has an agreement with an unrelated company whereby the unrelated company reinsures the morbidity risks of SLNY's group stop loss contracts. Under this agreement, certain stop loss benefits are reinsured on a yearly renewable term basis. The agreement provides that the unrelated company will reinsure specific claims for amounts above $1.0 million per claim for stop loss contracts ceded by SLNY.

The Company, through its affiliate SLNY, has an agreement with an unrelated company whereby the unrelated company reinsures the morbidity risks of SLNY's group long-term disability contracts. Under this agreement, certain long-term disability benefits are reinsured on a yearly renewable term basis. The agreement provides that the unrelated company will reinsure amounts in excess of $4,000 per claim per month for long-term disability contracts ceded by SLNY.

The effects of reinsurance were as follows:

		For the Years Ended December 31,
			2004	2003	2002 - Restated
Insurance premiums:
	Direct		$ 62,939	$ 67,959	$          52,691
	Assumed		-	-	509
	Ceded		4,119	7,441	9,626
Net premiums			$ 58,820	$ 60,518	$ 43,574
Insurance and other individual policy benefits and    Claims:
	Direct		$ 170,381	$ 230,384	$        225,287
	Assumed		-	-	-
	Ceded		29,004	29,136	4,125
Net policy benefits and claims			$ 141,377	$         201,248	$         221,162

The Company is contingently liable for the portion of the policies reinsured under each of its existing reinsurance agreements in the event the reinsurance companies are unable to pay their portion of any reinsured claim. Management believes that any liability from this contingency is unlikely. However, to limit the possibility of such losses, the Company evaluates the financial condition of its reinsurers and monitors concentration of credit risk.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

9. RETIREMENT PLANS

Through December 31, 2001, the Company was a participant in two non-contributory defined benefit pension plans for employees sponsored by SLOC. Consistent with the transfer of all employees to the Company on January 1, 2002, the plans sponsorship for the employee retirement plan and the agent pension plan was transferred to the Company. Expenses are allocated to participating companies based on a manner consistent with the allocation of employee compensation expenses. The Company's funding policies for the pension plans are to contribute amounts which at least satisfy the minimum amount required by the Employee Retirement Income Security Act of 1974 ("ERISA"). Most pension plan assets consist of separate accounts of SLOC or other insurance company contracts.

The Company uses a measurement date of September 30 for its pension and other post retirement benefit plans.

The following table sets forth the change in the pension plans' (retirement plan and agent pension plan) projected benefit obligations and assets, as well as the plans' funded status at December 31:

	2004	2003
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$ 191,689	$ 159,650
Service cost	9,873	8,954
Interest cost	12,118	10,494
Actuarial loss (gain)	7,039	16,876
Benefits paid	(5,280)	(5,333)
Plan amendments	-	-
Acquisitions	-	1,048
Projected benefit obligation at end of year	$ 215,439	$ 191,689
Change in fair value of plan assets:
Fair value of plan assets at beginning of year	$ 205,737	$         179,470
Other	(1,050)	(888)
Actual return on plan assets	34,144	32,059
Benefits paid	(5,280)	(5,333)
Acquisitions	-	429
Fair value of plan assets at end of year	$ 233,551	$         205,737
Information on the funded status of the plan:
Funded status	$ 18,112	$          14,048
Unrecognized net actuarial loss	19,339	34,480
Unrecognized transition obligation	(13,443)	(16,494)
Unrecognized prior service cost	7,421	8,276
4th quarter contribution	(1,250)	(1,050)
Prepaid benefit cost	$ 30,179	$          39,260

The accumulated benefit obligation at the end of 2004 and 2003 was $188.9 million and $169.0 million, respectively.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

9. RETIREMENT PLANS (CONTINUED)

The funded status of the employee retirement plan was as follows:

	2004	2003
Plan assets	$ 195,332	$ 171,978
Projected benefit obligations	(206,748)	(183,227)
Funded status	$ (11,416)	$ (11,249)
Accumulated benefit obligation	$ 180,201	$ 160,227

The following table sets forth the components of the net periodic pension cost for the year ended December 31:

	2004	2003	2002
Components of net periodic benefit cost:
Service cost	$ 9,873	$           8,954	$ 8,437
Interest cost	12,118	10,494	10,674
Expected return on plan assets	(17,704)	(14,358)	(18,395)
Amortization of transition obligation asset	(3,051)	(3,051)	(3,051)
Amortization of prior service cost	855	855	216
Recognized net actuarial loss	3,140	4,215	120
Net periodic benefit cost (benefit)	$ 5,231	$ 7,109	$ (1,999)
The Company's share of net periodic benefit cost	$ 4,272	$ 5,522	$ 3,834

Assumptions

Weighted average assumptions used to determine benefit obligations were as follows:

	Pension Benefits
	2004	2003
Discount rate	6.2%	6.1%
Rate of compensation increase	4.0%	4.0%

The assumed weighted average discount rate was 6.75% for the year ended December 31, 2002. The expected return on plan assets was 8.75% and the assumed rate of compensation increase was 4.5% for 2002.

Weighted average assumptions used to determine net benefit cost were as follows:

	Pension Benefits
	2004	2003	2002
Discount rate	6.1%	6.75%	7.00%
Expected long term return on plan assets	8.75%	8.75%	8.75%
Rate of compensation increase	4.0%	4.0%	4.5%

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

9. RETIREMENT PLANS (CONTINUED)

The Company relies on historical market returns from Ibbotson Associates (1926-2002) to determine its overall long term rate of return on asset assumption. Applying Ibbotson's annualized market returns of 12% stock, 5.8% bonds and 3.8% cash to the Company's target allocation results in an expected return consistent with the one used by the Company for purposes of determining the benefit obligation.

Plan Assets

The asset allocation for the Company's pension plan assets for 2004 and 2003 measurement, and the target allocation for 2005, by asset category, are as follows:

	Target Allocation	Percentage of Plan Assets
Asset Category	2005	2004	2003
Equity Securities	50%	61%	55%
Debt Securities	35%	27%	26%
Commercial Mortgages	15%	10%	15%
Other	0%	2%	4%
Total	100%	100%	100%

The target allocations were established to reflect the Company's investment risk posture and to achieve the desired level of return commensurate with the needs of the fund. The target ranges are based upon a three to five year time horizon and may be changed as circumstances warrant.

The portfolio of investments should, over a period of time, earn a gross annualized rate of return that:

1)	exceeds the assumed actuarial rate;
2)	exceeds the return of customized index created by combining benchmark returns in appropriate weightings based on an average asset mix of funds; and
3)	generates a real rate of return of at least 3% after inflation, and sufficient income or liquidity to pay retirement benefits on a timely basis.

Equity securities include SLF common stock in the amount of $4.2 million and $3.0 million at December 31, 2004 and 2003, respectively.

Cash Flow

Due to the over funded status of the defined benefit plan, the Company will not be making contributions to the plan in 2005.

401(k) Savings Plan

The Company sponsors and participates in a 401(k) savings plan for which substantially all employees of at least age 21 are eligible to participate at date of hire. Under the plan, the Company matches, up to specified amounts, the employees' contributions to the plan.

The amount of the 2004 employer contributions under plan sponsorship for the Company and its affiliates was $4.5 million. Amounts are allocated to affiliates based on employees' contributions. The Company's portion of the expense was $2.8 million, $0.9 million and $1.0 million for the years ended December 31, 2004, 2003 and 2002, respectively.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

9. RETIREMENT PLANS (CONTINUED)

Other Post-Retirement Benefit Plans

Through December 31, 2001, the Company was a participant in a post-retirement benefit pension plan for employees sponsored by SLOC providing certain health, dental and life insurance benefits ("post-retirement benefits") for retired employees and dependents. Consistent with the transfer of all employees to the Company on January 1, 2002, the plan's sponsorship was transferred to the Company. Expenses are allocated to participating companies based on the number of participants. Substantially all employees of the participating companies may become eligible for these benefits if they reach normal retirement age while working for the Company, or retire early upon satisfying an alternate age plus service condition. Life insurance benefits are generally set at a fixed amount.

The following table sets forth the change in other post-retirement benefit plans' obligations and assets, as well as the plans' funded status at December 31:

Change in benefit obligation:	2004	2003
Benefit obligation at beginning of year	$ 51,278	$         35,981
Service cost	1,233	872
Interest cost	2,957	2,369
Actuarial (gain) loss	(4,583)	14,330
Benefits paid	(2,432)	(2,368)
Plan Amendments	-	-
Acquisitions	-	94
Benefit obligation at end of year	$ 48,453	$            51,278
Change in fair value of plan assets:
Fair value of plan assets at beginning of year	$ -	$ -
Employer contributions	2,432	2,368
Benefits paid	(2,432)	(2,368)
Fair value of plan assets at end of year	$ -	$ -
Information on the funded status of the plan:
Funded Status	$ (48,453)	$ (51,278)
Unrecognized net actuarial loss	19,556	25,523
4th quarter contribution	628	639
Unrecognized prior service cost	(2,657)	(2,898)
Accrued benefit cost	$ (30,926)	$ (28,014)

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

9. RETIREMENT PLANS (CONTINUED)

The following table sets forth the components of the net periodic post-retirement benefit costs for the year ended December 31:

	2004	2003
Components of net periodic benefit cost
Service cost	$ 1,233	$        872
Interest cost	2,957	2,369
Amortization of prior service cost	(241)	(241)
Recognized net actuarial loss	1,384	832
Net periodic benefit cost	$ 5,333	$ 3,832
The Company's share of net periodic benefit cost	$ 4,180	$ 2,917

Assumptions

Weighted average assumptions used to determine benefit obligations were as follows:

	Other Benefits
	2004	2003
Discount Rate	6.2%	6.1%
Rate of Compensation increase	4.0%	4.0%

Weighted average assumptions used to determine net cost for year-end December 31, 2004 and December 31, 2003 were as follows:

	Other Benefits
	2004	2003
Discount rate	6.1%	6.75%
Rate of compensation increase	4.0%	4.0%

In order to measure the post-retirement benefit obligation for 2004, the Company assumed an 11% annual rate of increase in the per capita cost of covered health care benefits. In addition, medical cost inflation is assumed to be 10% in 2005 and assumed to decrease gradually to 5.00% for 2010 and remain at that level thereafter. Assumed healthcare cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage point change in assumed health care cost trend rates would have the following effect:

	1- Percentage-Point	1- Percentage-Point
	Increase	Decrease
Effect on Post retirement benefit obligation	$6,032	($4,997)
Effect on total of service and interest cost	776	(648)

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

10. FEDERAL INCOME TAXES

The Company will file a consolidated return with SLC -U.S. Ops Holdings for the year ended December 31, 2004. SLUS filed a consolidated federal income tax return with SLC - U.S. Ops Holdings for the year ended December 31, 2003. Keyport filed a return with its subsidiary, Independence Life, for the year ended December 31, 2003. A summary of the components of federal income tax expense (benefit) in the consolidated statements of income for the years ended December 31 is as follows:

		Restated
	2004	2003	2002
Federal income tax expense (benefit):
Current	$ (5,331)	$ (29,240)	$ (80,155)
Deferred	76,683	56,606	20,706
Total	$ 71,352	$ 27,366	$ (59,449)

Federal income taxes attributable to the consolidated operations are different from the amounts determined by multiplying income before federal income taxes by the expected federal income tax rate of 35%. The Company's effective rate differed from the federal income tax rate as follows:

		Restated
	2004	2003	2002
Expected federal income tax expense (benefit)	$ 107,446	$ 44,251	$ (34,994)
Low income housing credit	(6,021)	(6,026)	(6,138)
Non-taxable investment income	-	-	(1,622)
Separate account dividend received deduction	(10,500)	(5,600)	(4,200)
Prior year settlements and other items	(19,573)	(5,259)	(12,495)
Federal income tax expense (benefit)	$ 71,352	$ 27,366	$ (59,449)

The deferred income tax asset (liability) represents the tax effects of temporary differences between the carrying amounts of assets and liabilities used for financial reporting purposes and the amounts used for income tax purposes. The components of the Company's deferred tax assets and (liabilities) as of December 31 were as follows:

	2004	2003
Deferred tax assets:
Actuarial liabilities	$ 391,780	$ 283,479
Net operating loss	4,444	51,355
Other	(8,340)	(1,912)
Total deferred tax assets	387,884	332,922
Deferred tax liabilities:
Deferred policy acquisition costs	(185,715)	(107,075)
Investments, net	(266,779)	(244,744)
Total deferred tax liabilities	(452,494)	(351,819)
Net deferred tax liability	$ (64,610)	$ (18,897)

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

10. FEDERAL INCOME TAXES (CONTINUED)

The Company makes payments under certain tax sharing agreements as if it were filing as a separate company. The Company had no net income tax payments for 2004 and the Company received income tax refunds of $17.1 million in 2003. SLUS received refunds of $14.9 million in 2002 and Keyport made income tax payments of $9.9 million in 2002. At December 31, 2004, the Company had $12.7 million of net operating loss carry forwards available. These amounts were incurred in 2001, 2002 and 2003 and will expire, if unused, beginning in 2016 and ending in 2018.

The Company's federal income tax returns are routinely audited by the Internal Revenue Service ("IRS"), and provisions are made in the consolidated financial statements in anticipation of the results of these audits. SLUS is currently under audit by the IRS for the years 2001 and 2002. In the Company's opinion, adequate tax liabilities have been established for all years and any adjustments that might be required for the years under audit will not have a material effect on the Company's financial statements. However, the amounts of these tax liabilities could be revised in the future if estimates of the Company's ultimate liability are revised.

11. LIABILITY FOR UNPAID CLAIMS AND CLAIMS ADJUSTMENT EXPENSES

Activity in the liability for unpaid claims and claims adjustment expenses related to the Company's group life, group disability and stop loss products is summarized below:

		2004	2003
Balance at January 1		$ 31,337	$ 24,294
Less reinsurance recoverable		(9,146)	(6,621)
Net balance at January 1		22,191	17,673
Incurred related to:
	Current year	20,889	14,711
	Prior years	910	(69)
Total incurred		21,799	14,642
Paid losses related to:
	Current year	(12,009)	(5,867)
	Prior years	(5,791)	(4,258)
Total paid		(17,800)	(10,125)
Balance at December 31		32,571	31,337
Less reinsurance recoverable		(6,381)	(9,146)
Net balance at December 31		$ 26,190	$ 22,191

The Company regularly updates its estimates of liabilities for unpaid claims and claims adjustment expenses as new information becomes available and further events occur which may impact the resolution of unsettled claims for its group disability lines of business. Changes in prior estimates are recorded in results of operations in the year such changes are determined to be needed.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

12. DEFERRED POLICY ACQUISITION COSTS (DAC)

The changes in DAC for the years ended December 31 were as follows:

	2004	2003
Balance at January 1	$ 889,601	$ 795,648
Acquisition costs deferred	346,764	263,762
Amortized to expense during the year	(48,562)	(90,608)
Adjustment for unrealized investment gains (losses) during the year	(40,622)	(79,201)
Balance at December 31	$ 1,147,181	$ 889,601

13. VALUE OF BUSINESS ACQUIRED (VOBA)

The changes in VOBA for the years ended December 31 were as follows:

	2004	2003
Balance at January 1	$ 22,391	$ 57,692
Amortized to expense during the year	(4,819)	(7,790)
Adjustment for unrealized investment gains (losses) during the year	6,558	(27,511)
Balance at December 31	$ 24,130	$ 22,391

14. SEGMENT INFORMATION

The Company offers financial products and services such as fixed and variable annuities, GICS, retirement plan services, and life insurance on an individual and group basis, as well as disability and stop-loss insurance on a group basis. As described below, the Company conducts business principally in three operating segments and maintains a Corporate Segment to provide for the capital needs of the three operating segments and to engage in other financing related activities.

Net investment income is allocated based on segmented assets by line of business. Management evaluates the results of the operating segments on an after-tax basis. The Company does not depend on one or a few customers, brokers or agents for a significant portion of its operations.

The Wealth Management Segment markets and administers individual and group variable annuity products, individual and group fixed annuity products and other retirement benefit products. These contracts may contain any of a number of features including variable or fixed interest rates and equity index options and may be denominated in foreign currencies. The Company uses derivative instruments to manage the risks inherent in the contract options.

The Individual Protection Segment markets and administers a variety of life insurance products sold to individuals and corporate owners of life insurance. The products include whole life, universal life and variable life products.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

14. SEGMENT INFORMATION (CONTINUED)

The Group Protection Segment markets and administers group life, long-term disability, short-term disability and stop loss insurance to small and mid-size employers in the State of New York.

The Corporate Segment includes the unallocated capital of the Company, its debt financing, its consolidated investments in VIEs, and items not otherwise attributable to the other segments.

The following amounts pertain to the various business segments:

	Year ended December 31, 2004
	Wealth	Individual	Group
	Management	Protection	Protection	Corporate	Totals
Total Revenues	$ 1,284,873	$ 65,366	$ 34,908	$ 162,596	$ 1,547,743
Total Expenditures	1,054,852	60,785	31,605	93,470	1,240,712
Pretax Income	230,021	4,581	3,303	69,126	307,031
Net Income	166,309	3,118	2,147	49,702	221,276
Total Assets	$ 40,961,145	$ 4,111,638	$ 53,131	$ 1,561,629	$ 46,687,543
	Year ended December 31, 2003
Total Revenues	$ 1,409,642	$ 49,357	$ 26,609	$ 34,141	$ 1,519,749
Total Expenditures	1,247,670	53,848	25,712	61,792	1,389,022
Pretax Income (Loss)	161,972	(4,491)	897	(27,651)	130,727
Net Income (Loss)	106,655	(2,331)	608	(9,941)	94,991
Total Assets	$ 39,814,262	$ 2,973,014	$ 46,535	$ 840,565	$ 43,674,376
	Year ended December 31, 2002 (Restated)
Total Revenues	$ 1,273,384	$ 62,030	$ 20,181	$ 65,629	$ 1,421,224
Total Expenditures	1,406,024	61,445	15,630	38,106	1,521,205
Pretax Income (Loss)	(132,640)	585	4,551	27,523	(99,981)
Net Income (Loss)	(84,004)	464	3,195	38,548	(41,797)
Total Assets	$ 36,551,209	$ 2,705,917	$ 34,946	$ 553,904	$ 39,845,976

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

15. REGULATORY FINANCIAL INFORMATION

The Company and its insurance subsidiaries are required to file annual statements with state regulatory authorities prepared on a statutory accounting basis prescribed or permitted by such authorities. Statutory surplus differs from stockholder's equity reported in accordance with GAAP primarily because policy acquisition costs are expensed when incurred, policy liabilities are based on different assumptions, investments are valued differently, post-retirement benefit costs are based on different assumptions, and deferred income taxes are calculated differently. The Company's statutory financials are not prepared on a consolidated basis.

At December 31, the Company and its insurance subsidiaries combined statutory surplus and net income (loss) were as follows:

	Unaudited for the Years ended December 31,
	2004	2003	2002 Restated
Statutory surplus and capital	$ 1,822,812	$ 1,685,356	$ 1,335,391
Statutory net income (loss)	249,010	224,284	(286,911)

16. DIVIDEND RESTRICTIONS

The Company's and its insurance company subsidiaries' ability to pay dividends are subject to certain statutory restrictions. Delaware, New York, and Rhode Island have enacted laws governing the payment of dividends to stockholders by domestic insurers.

Pursuant to Delaware's statute, the maximum amount of dividends and other distributions that a domestic insurer may pay in any twelve-month period without prior approval of the Delaware Commissioner of Insurance is limited to the greater of (i) ten percent of its statutory surplus as of the preceding December 31, or (ii) the individual company's statutory net gain from operations for the preceding calendar year. Any dividends to be paid by an insurer from a source other than statutory surplus, whether or not in excess of the aforementioned threshold, would also require the prior approval of the Delaware Commissioner of Insurance. In 2004, the Company's Board of Directors approved and the Company paid $150.0 million of cash dividends to its parent, SLC (U.S.) Holdings. On December 31, 2004, SCA was distributed in the form of a dividend of $6.6 million to the Company's parent and became a consolidated subsidiary of SLC (U.S.) Holdings. The Company did not pay any dividends in 2003 or 2002.

New York law permits a domestic stock life insurance company to distribute a dividend to its shareholders without prior notice to the New York Superintendent of Insurance, where the aggregate amount of such dividend in any calendar year does not exceed the lesser of: (i) ten percent of its surplus to policyholders as of the immediately preceding calendar year; or (ii) its net gain from operations for the immediately preceding calendar year, not including realized capital gains. No dividends were paid by SLNY during 2004, 2003 or 2002.

Rhode Island law requires prior regulatory approval for any dividend where the amount of such dividend paid during the preceding twelve (12) month period would exceed the lesser of (i) ten percent of the insurance company's surplus as of the December 31 next preceding, or (ii) its net gain from operations, not including realized capital gains, for the immediately preceding calendar year, excluding pro rata distributions of any class of the insurance company's own securities. No dividends were paid by Independence Life during 2004, 2003 or 2002.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

17. COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME

The components of accumulated other comprehensive income as of December 31 were as follows:

	2004	2003
Unrealized gains (losses) on available-for-sale securities	$ 485,553	$ 520,173
DAC amortization	(172,945)	(132,323)
VOBA amortization	(48,208)	(54,766)
Tax effect	(83,762)	(105,403)
Accumulated Other Comprehensive Income	$ 180,638	$ 227,681

18. COMMITMENTS AND CONTINGENCIES

Regulatory and Industry Developments

Unfavorable economic conditions may contribute to an increase in the number of insurance companies that are under regulatory supervision. This may result in an increase in mandatory assessments by state guaranty funds, or voluntary payments by solvent insurance companies to cover losses to policyholders of insolvent or rehabilitated companies. Under insurance guaranty fund laws in each state, the District of Columbia and Puerto Rico, insurers licensed to do business can be assessed by state insurance guaranty associations for certain obligations of insolvent insurance companies to policyholders and claimants. Most of these laws do provide, however, that an assessment may be excused or deferred if it would threaten an insurer's solvency and further provide annual limits on such assessments. Part of the assessments paid by the Company pursuant to these laws may be partially recovered through a reduction in future premium taxes in some states.

The Company's variable annuity contracts and variable life insurance policies are subject to various levels of regulation under federal securities laws administered by the Securities and Exchange Commission (the "SEC") and under certain state securities laws. On or about October 30, 2003, the Company received a request from the SEC for information regarding its policies, practices and procedures with respect to subaccount "market timing," its policies, practices and procedures with respect to receiving and processing exchange orders from contract owners, and its oversight of such activities in the Company's separate accounts. The Company responded to this request and an additional related request. On March 4, 2004, the Boston District Office of the SEC notified the Company that it intended to commence an examination of the Company and certain of its affiliates pursuant to Section 31(b) of the Investment Company Act of 1940 and the Securities Exchange Act of 1934 relating to these and certain other subjects. The Company is cooperating with the SEC in these matters.

In addition, the SEC and other regulators have conducted or are conducting investigations and examinations of certain of the Company's affiliates relating to various issues, including market timing and late trading of mutual funds and variable insurance products, directed brokerage, revenue-sharing and other arrangements with distributors, and recordkeeping requirements.

As part of an industry wide investigation, state regulators are investigating certain compensation arrangements and other business practices between insurance companies and brokers. The Company and certain of its affiliates have received requests for information from state regulators and are cooperating with respect to these matters.

Litigation

The Company is not aware of any contingent liabilities arising from litigation, income taxes and other matters that could have a material effect upon the financial condition, results of operations or cash flows of the Company.

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

(A Wholly-Owned Subsidiary of Sun Life of Canada (U.S.) Holdings, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2004, 2003 and 2002

18. COMMITMENTS AND CONTINGENCIES (CONTINUED)

Indemnities

In the normal course of its business, the Company has entered into agreements that include indemnities in favor of third parties, such as engagement letters with advisors and consultants, outsourcing agreements, underwriting and agency agreements, information technology agreements, distribution agreements and service agreements. The Company has also agreed to indemnify its directors and certain of its officers and employees in accordance with the Company's by-laws. Due to the nature of these indemnification agreements, it is not possible to estimate the Company's potential liability.

Lease Commitments

The Company leases various facilities and equipment under operating leases with terms of up to 25 years. As of December 31, 2004, minimum future lease payments under such leases were as follows:

2005	$ 6,082
2006	6,059
2007	4,924
2008	1,463
2009	358
Thereafter	41
Total	$ 18,927

Total rental expense for the years ended December 31, 2004, 2003 and 2002 was $16.3 million, $23.6 million and $13.8 million, respectively.

The Company has two noncancelable sublease agreements that expire on December 31, 2007 and March 31, 2008. As of December 31, 2004, the minimum future lease payments under the two sublease agreements were as follows:

2005	$ 683
2006	996
2007	996
2008	249
2009	-
Thereafter	-
Total	$ 2,924

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder of
Sun Life Assurance Company of Canada (U.S.)
Wellesley Hills, Massachusetts

We have audited the accompanying consolidated balance sheets of Sun Life Assurance Company of Canada (U.S.) and subsidiaries (the "Company") as of December 31, 2004 and 2003, and the related consolidated statements of operations, comprehensive income, stockholder's equity, and cash flows for each of the three years in the period ended December 31, 2004.  Our audits also included the financial statement schedules listed in the Index at Item 15.  These financial statements and financial statement schedules are the responsibility of the Company's management.  Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Sun Life Assurance Company of Canada (U.S.) and subsidiaries as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

As described in Note 1 to the financial statements, on December 31, 2003, Sun Life Assurance Company of Canada (U.S.) merged with Keyport Life Insurance Company. The companies became affiliates on November 1, 2001 as a result of the acquisition of Keyport Life Insurance Company by Sun Life Assurance Company of Canada (U.S.)'s ultimate parent. The merger of Sun Life Assurance Company of Canada (U.S.) and Keyport Life Insurance Company was accounted for under Statement of Financial Accounting Standards No. 141, "Business Combinations" for transfers of assets among affiliates. Accordingly, the financial statements for all periods prior to December 31, 2003 have been restated to give effect to the merger as of November 1, 2001.

As discussed in Note 1 to the consolidated financial statements, effective January 1, 2004, the Company adopted the provisions of the American Institute of Certified Public Accountants' Statement of Position 03-1, "Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts." As discussed in Note 1 to the consolidated financial statements, effective December 31, 2003, the Company adopted the provisions of FASB Interpretation No. 46, "Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51" and FASB Interpretation No. 46R, Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51" (Revised).

DELOITTE & TOUCHE LLP

Boston, Massachusetts
March 18, 2005

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PART C

Item 24. Financial Statements and Exhibits

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(a)	Financial Statements:
	Included in Part B:
	Keyport Variable Account A:
		Statement of Assets and Liabilities - December 31, 2004
		Statement of Operations for the years ended December 31, 2004 and 2003
		Statement of Changes in Net Assets for the years ended December 31, 2004 and 2003
		Notes to Financial Statements
	Sun Life Assurance Company of Canada (U.S.):
		Consolidated Statement of Income, Years Ended December 31, 2004, 2003 and 2002;
		Consolidated Balance Sheets, December 31, 2004 and 2003;
		Consolidated Statements of Comprehensive Income, Years Ended December 31, 2004, 2003 and 2002;
		Consolidated Statements of Stockholder's Equity, Years Ended December 31, 2004, 2003 and 2002;
		Consolidated Statements of Cash Flows, Years Ended December 31, 2004, 2003 and 2002;
		Notes to Consolidated Financial Statement; and
		Report of Independent Registered Public Accounting Firm.

</R>

	(b)		Exhibits
#		(1)	Amended and Restated Resolution of the Board of Directors establishing Keyport Variable Account A
		(2)	Not applicable
*		(3a)	Marketing Services Agreement by and between Sun Life Assurance Company of Canada (U.S.), Sun Life of Canada (U.S.) Distributors, Inc. and Clarendon Insurance Agency, Inc.
*		(3b)	Specimen Sales Operations and General Agent Agreement
#		(4a)	Specimen Group Variable Annuity Contract of Sun Life Assurance Company of Canada (U.S.)
#		(4b)	Specimen Variable Annuity Certificate of Sun Life Assurance Company of Canada (U.S.)
@@		(4c)	Specimen Tax-Sheltered Annuity Endorsement
@@		(4d)	Specimen Individual Retirement Annuity Endorsement
@@		(4e)	Specimen Corporate/Keogh 401(a) Plan Endorsement
#		(4f)	Specimen Individual Variable Annuity Contract of Sun Life Assurance Company of Canada (U.S.)
#		(4g)	Specimen Group Exchange Program Endorsement
#		(4h)	Specimen Individual Exchange Program Endorsement
#		(4i)	Specimen Name Change Endorsement
#		(5a)	Specimen Application for a Group Variable Annuity Contract
#		(5b)	Specimen Application for a Group Variable Annuity Certificate
@		(6a)	Articles of Incorporation of Sun Life Assurance Company of Canada (U.S.)
@		(6b)	By-Laws, as amended March 19, 2004, of Sun Life Assurance Company of Canada (U.S.)
		(7)	Not applicable
@@		(8a)	Form of Participation Agreement
**		(8b)	Participation Agreement Among MFS Variable Insurance Trust, Sun Life Assurance Company of Canada (U.S.), and Massachusetts Financial Services Corp.
#		(8b)(i)	Amendment to Participation Agreement
**		(8c)	Participation Agreement Among The Alger American Fund, Sun Life Assurance Company of Canada (U.S.), and Fred Alger and Company, Incorporated
#		(8c)(i)	Amendment to Participation Agreement
***		(8d)	Participation Agreement By and Among Sun Life Assurance Company of Canada (U.S.), Clarendon Insurance Agency, Inc., Alliance Capital Management L.P., and Alliance Fund Distributors, Inc.
#		(8d)(i)	Amendment to Participation Agreement
#		(8e)	Participation Agreement Among Liberty Variable Investment Trust, Liberty Funds Distributor, Inc., and Sun Life Assurance Company of Canada (U.S.)
#		(8e)(i)	Amendment to Participation Agreement
#		(8f)	Participation Agreement Among SteinRoe Variable Investment Trust, Liberty Funds Distributor, Inc., and Sun Life Assurance Company of Canada (U.S.)
#		(8f)(i)	Amendment to Participation Agreement
#		(9)	Opinion and Consent of Counsel
<R>
		(10)(a)	Consent of Independent Registered Public Accounting Firm (Filed herewith)
		(10(b)	Representation of Counsel pursuant to Rule 485(b) (filed herewith)
</R>
		(11)	Not applicable
		(12)	Not applicable
<R>
###		(13)	Chart of Affiliations
</R>
@@		(14)(a)	Powers of Attorney
@@		(14)(b)	Resolution of the Board of Directors of the depositor dated July 24, 2003, authorizing the use of powers of attorney for Officer signatures
##		(14)(c)	Powers of Attorney of Mr. Scott M. Davis and Ms. Mary M. Fay

<R>

*	Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement of Sun Life of Canada (U.S.) Variable Account F on Form N-4 (File No. 333-37907) filed on or about January 16, 1998.
</R>
**	Incorporated by reference to Post-Effective Amendment No. 13 to the Registration Statement of Sun Life of Canada (U.S.) Variable Account F on Form N-4 (File No. 33-41628) filed on or about April 23, 1999.
***	Incorporated by reference to Post-Effective Amendment No. 7 to the Registration Statement of Sun Life of Canada (U.S.) Variable Account F on Form N-4 (File No. 333-82957) filed on or about July 27, 2001.
@	Incorporated by reference to the Depositor's Annual Report on Form 10-K (File No. 333-82824) filed on or about March 29, 2004.
@@	Incorporated 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.
#	Incorporated by reference to the Registration Statement of Keyport Variable Account A on Form N-4 (File No. 333-114126) filed on or about April 1, 2004.
##	Incorporated by reference to Post-Effective Amendment No. 7 to the Registration Statement of Sun Life of Canada (U.S.) Variable Account F on Form N-4 (File No. 333-83516) filed on or about December 29, 2004.
<R>
###	Incorporated by reference to Post-Effective Amendment No. 1 to the Registration Statement of Keyport Variable Account A on Form N-4 (File No. 333-114126) filed on or about February 25, 2005.

</R>

Item 25. Directors and Officers of the Depositor.

<R>

Name and Principal	Positions and Offices
Business Address	With Depositor
C. James Prieur	Chairman and Director
Sun Life Assurance Company of Canada
150 King Street West
Toronto, Ontario Canada M5H 1J9
Thomas A. Bogart	Director
Sun Life Assurance Company of Canada
150 King Street West
Toronto, Ontario Canada M5H 1J9
Gary Corsi	Director & Vice President and Chief Financial Officer
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park
Wellesley Hills, MA 02481
Scott M. Davis	Director & Vice President and General Counsel
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park
Wellesley Hills, MA 02481
Paul W. Derksen	Director
Sun Life Assurance Company of Canada
150 King Street West
Toronto, Ontario Canada M5H 1J9
Mary M. Fay	Director & Vice President, Annuities
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park
Wellesley Hills, MA 02481
Robert C. Salipante	President and Director
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park
Wellesley Hills, MA 02481
Donald A. Stewart	Director
Sun Life Assurance Company of Canada
150 King Street West
Toronto, Ontario Canada M5H 1J9
Claude A. Accum	Vice President, Individual Insurance
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park
Wellesley Hills, MA 02481
James M.A. Anderson	Vice President, Investments
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park
Wellesley Hills, MA 02481
Keith Gubbay	Vice President and Chief Actuary
Sun Life Assurance Company of Canada (U.S.)
One Sun Life Executive Park
Wellesley Hills, MA 02481
Ellen B. King	Assistant Vice President and Senior Counsel and
Sun Life Assurance Company of Canada (U.S.)	Secretary
One Sun Life Executive Park
Wellesley Hills, MA 02481
Janet V. Whitehouse	Vice President, Human Resources and
Sun Life Assurance Company of Canada (U.S.)	Administrative Services
One Sun Life Executive Park
Wellesley Hills, MA 02481
John R. Wright	Executive Vice President, Sun Life Financial
Sun Life Assurance Company of Canada (U.S.)	U.S. Operations
One Sun Life Executive Park
Wellesley Hills, MA 02481

</R>

Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant.

<R>

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.

</R>

None of the companies listed in such Exhibit 13 is a subsidiary of the Registrant; therefore, the only financial statements being filed are those of Sun Life Assurance Company of Canada (U.S.).

<R>

The chart for the affiliations of the Depositor is incorporated by reference to Post-Effective Amendment No. 1 to the Registration Statement of Keyport Variable Account A on Form N-4 (File No. 333-114126) filed on or about February 25, 2005.

</R>

Item 27. Number of Contract Owners.

<R>

As of February 28, 2005, there were 4,254 qualified and 6,180 non-qualified contract owners.

</R>

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.) ("Sun Life (U.S.)"), as amended effective as of January 1, 2000 (a copy of which was filed as Exhibit 6(b) to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-4, File No. 333-30844) provides for the indemnification of directors, officers and employees of Sun Life (U.S.). Insofar as indemnification for liability arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of Sun Life (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, or 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.

Clarendon Insurance Agency, Inc., which is 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, F, G, H and I, 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, Total Return Variable Account and Managed Sectors Variable Account.

The directors and officers of Clarendon Insurance Agency, Inc. are:

<R>

Name and Principal	Positions and Officers
Business Address*	with Underwriter
Imants Sakson	President
James M.A. Anderson	Director
Gary Corsi	Director
Mary M. Fay	Director
Ellen B. King	Secretary
George E. Maden	Vice President & Chief Compliance Officer
Michael L. Gentile	Vice President
John E. Coleman	Vice President
Nancy C. Atherton	Assistant Vice President and Tax Officer
Jane F. Jette	Financial/Operations Principal and Treasurer
Amy E. Mercer	Assistant Secretary

</R>

* The principal business address of all directors and officers of the principal underwriter is One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481.

Item 30. Location of Accounts and Records.

Sun Life Assurance Company of Canada (U.S.), 112 Worcester Street, Wellesley Hills, Massachusetts 02481.

Item 31. Management Services.

Not applicable.

Item 32. Undertakings.

<R>

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 for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf, in the Town of Wellesley Hills and State of Massachusetts, on this 28th day of April, 2005.

			Keyport Variable Account A
			(Registrant)
		BY:	Sun Life Assurance Company of Canada (U.S.)
			(Depositor)
		BY:	/s/ Robert C. Salipante*
			Robert C. Salipante
			President
*By:	/s/ Edward M. Shea
	Edward M. Shea
	Assistant Vice President
	and Senior Counsel

As required by the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

/s/ C. James Prieur*	/s/ Robert C. Salipante*	April 28, 2005
C. James Prieur	Robert C. Salipante	Date
Director	President
	(Principal Executive Officer)
/s/ Gary Corsi*	/s/ Gary Corsi*	April 28, 2005
Gary Corsi	Gary Corsi	Date
Director	Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)
/s/ Scott M. Davis *
Scott M. Davis
Director
/s/ Paul W. Derksen *
Paul W. Derksen
Director
/s/ Mary M. Fay *
Mary M. Fay
Director
/s/ Robert C. Salipante*
Robert C. Salipante
Director
/s/ Donald A. Stewart*
Donald A. Stewart
Director

*BY:	/s/ Edward M. Shea	April 28, 2005
	Edward M. Shea	Date
	Attorney-in-Fact

* Edward M. Shea has signed this document on the indicated date on behalf of the above Directors of the Depositor pursuant to powers of attorney duly executed by such persons and incorporated 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 and Post-Effective Amendment No. 7 to the Registration Statement of Sun Life of Canada (U.S.) Variable Account F (File No. 333-83516) filed on or about December 29, 2004.

EXHIBIT INDEX

Item		Page
(10)(a)	Consent of Independent Registered Public Accounting Firm
(10)(b)	Representation of Counsel pursuant to Rule 485(b)

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