424B3 1 futurity3424.htm PROSPECTUS

PROSPECTUS

MAY 1, 2006

FUTURITY III

Sun Life Assurance Company of Canada (U.S.) and Sun Life of Canada (U.S.) Variable Account F offer the flexible payment deferred annuity contracts and certificates described in this Prospectus to groups and individuals.

You may choose among a number of variable investment options and fixed interest options. The variable options are Sub-Accounts in the Variable Account, each of which invests in one of the following funds (the "Funds"):

Large-Cap Value Equity Funds

Mid-Cap Growth Equity Funds

  AllianceBernstein VPS Growth and Income Portfolio

  AIM V.I. Dynamics Fund

  Franklin Templeton VIP Trust Templeton Foreign

  Lord Abbett Series Fund International Portfolio

      Securities Fund - Class 2

  SCSM Blue Chip Mid Cap Fund

  Franklin Templeton VIP Trust Templeton Growth

Small-Cap Blend Equity Funds

      Securities Fund - Class 2

  JPMorgan Small Company Portfolio2

  Lord Abbett Series Fund Growth and Income Portfolio

Small-Cap Growth Equity Funds

  MFS/Sun Life Total Return - S Class

  AIM V.I. Small Cap Growth Fund7

Large-Cap Blend Equity Funds

  Alger American Small Capitalization Portfolio1

  AIM V.I. Core Equity Fund

  AllianceBernstein VPS Small Cap Growth Portfolio

  Alger American Income & Growth Portfolio1

  Goldman Sachs VIT Structured Small Cap Equity Fund2,6

  AllianceBernstein VPS International Growth Portfolio4

  MFS/ Sun Life New Discovery - S Class

  Fidelity VIP Overseas Portfolio, Service Class 2

Small-Cap Value Equity Funds

  Goldman Sachs VIT Structured U.S. Equity Fund5

  SCSM Oppenheimer Main Street Small Cap Fund3

  Goldman Sachs VIT Growth and Income Fund2

Specialty Funds

  JPMorgan International Equity Portfolio2

  AllianceBernstein VP Global Technology Portfolio

  JPMorgan U.S. Large Cap Core Equity Portfolio2

  MFS/ Sun Life Utilities - S Class

  MFS/ Sun Life Massachusetts Investors Trust - S Class

  Sun Capital Real Estate Fund®

  Rydex VT Nova Fund

Multi-Cap Equity Funds

  SCSM Davis Venture Value Fund

  Sun Capital ®All Cap Fund

Large-Cap Growth Equity Funds

High-Quality Intermediate-Term Bond Funds

  AIM V.I. Capital Appreciation Fund

  PIMCO VIT Total Return Portfolio

  AIM V.I. International Growth Fund

  Sun Capital Investment Grade Bond Fund®

  Alger American Growth Portfolio1

High-Quality Long-Term Bond Funds

  AllianceBernstein VPS Large Cap Growth Portfolio

  MFS/ Sun Life Government Securities - S Class

  Fidelity VIP Contrafund® Portfolio, Service Class 2

  PIMCO VIT Real Return Portfolio

  Fidelity VIP Growth Portfolio, Service Class 2

Medium-Quality Intermediate-Term Bond Funds

  Goldman Sachs VIT Capital Growth Fund

  PIMCO VIT Emerging Markets Bond Portfolio

  Goldman Sachs VIT International Equity Fund2

Low-Quality Short-Term Bond Funds

  MFS/ Sun Life Capital Appreciation - S Class

  MFS/ Sun Life High Yield - S Class

  MFS/ Sun Life Emerging Growth - S Class

Low-Quality Intermediate-Term Bond Funds

  MFS/ Sun Life Massachusetts Investors Growth

  PIMCO VIT High Yield Portfolio

      Stock - S Class

Money Market Funds

  Rydex VT OTC Fund

  Sun Capital Money Market Fund®

Mid-Cap Value Equity Funds

 

  First Eagle VFT Overseas Variable Series

 

  Lord Abbett Series Fund Mid Cap Value Portfolio

 

________________________________________

1 Not available for further investment after May 1, 2002.

2 Not available to Contracts issued on or after May 1, 2001.

3 Formerly known as the SCSM Value Small Cap Fund.

4 Formerly known as the AllianceBernstein Worldwide Privatization Portfolio.

5 Formerly known as Goldman Sachs VIT CORESM U.S. Equity Fund.

6 Formerly known as Goldman Sachs VIT CORESM Small Cap Equity Fund.

7 Name change effective July 3, 2006. Formerly known as AIM V.I. Small Company Growth Fund.

A I M Advisors, Inc., advises the AIM Variable Insurance Funds with INVESCO Funds Group, Inc., serving as sub-investment advisor to the AIM V.I. Dynamics Fund. AllianceBernstein L.P., advises the AllianceBernstein VP Portfolios. Arnhold and S. Bleichroeder Advisers, LLC advises the First Eagle Variable Fund Trust. Fidelity® Management & Research Company advises the Fidelity VIP Portfolios. Fred Alger Management, Inc., advises the Alger American Funds. Goldman Sachs Asset Management, L.P., advises the Goldman Sachs VIT Funds. J.P. Morgan Investment Management Inc., advises the J.P. Morgan Series Trust II Portfolios. Lord, Abbett & Co. LLC advises the Lord Abbett Series Fund Portfolios. Massachusetts Financial Services Company advises the MFS/Sun Life Funds. Pacific Investment Management Company LLC advises the PIMCO Portfolios. Rydex Investementsadvises the Rydex VT Portfolios. Sun Capital Advisers LLC advises the Sun Capital Funds; SCSM Davis Venture Value Fund (sub-advised by Davis Advisors); SCSM Oppenheimer Main Street Small Cap Fund (sub-advised by OppenheimerFunds, Inc.); and the SCSM Blue Chip Mid Cap Fund (sub-advised by Wellington Management Company, LLP). Templeton® Investment Counsel, LLC, advises Templeton Foreign Securities Fund and Templeton® Global Advisors Limited advises Templeton Growth Securities Fund

The fixed account options are available for specified time periods, called Guarantee Periods, and pay interest at a guaranteed rate for each period.

Please read this Prospectus and the Fund prospectuses carefully before investing and keep them for future reference. They contain important information about the Contracts and the Funds.

We have filed a Statement of Additional Information dated May 1, 2006 (the "SAI") with the Securities and Exchange Commission (the "SEC"), which is incorporated by reference in this Prospectus. The table of contents for the SAI is on page 47 of this Prospectus. You may obtain a copy without charge by writing to us at the address shown below (which we sometimes refer to as our "Annuity Mailing Address") or by telephoning (800) 752-7215. In addition, the SEC maintains a website (http://www.sec.gov) that contains the SAI, material incorporated by reference, and other information regarding companies that file with the SEC.

The Contracts are not deposits or obligations of, or guaranteed or endorsed by, any bank, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency.

The SEC has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

Any reference in this Prospectus to receipt by us means receipt at the following service address:

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

  P.O. Box 9133

  Wellesley Hills, Massachusetts 02481

 

TABLE OF CONTENTS

Special Terms *

Product Highlights *

Fees and Expenses *

Example *

Condensed Financial Information *

The Annuity Contract *

Communicating to Us About Your Contract *

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

The Variable Account *

Variable Account Options: The Funds *

The Fixed Account *

The Fixed Account Options: The Guarantee Periods *

The Accumulation Phase *

Issuing Your Contract *

Amount and Frequency of Purchase Payments *

Allocation of Net Purchase Payments *

Your Account *

Your Account Value *

Variable Account Value *

Fixed Account Value *

Transfer Privilege *

Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates *

Other Programs *

Withdrawals, Withdrawal Charge and Market Value Adjustment *

Cash Withdrawals *

Withdrawal Charge *

Types of Withdrawals Not Subject to Withdrawal Charge *

Market Value Adjustment *

Contract Charges *

Account Fee *

Administrative Expense Charge *

Mortality and Expense Risk Charge *

Charges for Optional Death Benefit Riders *

Premium Taxes *

Fund Expenses *

Modification in the Case of Group Contracts *

Death Benefit *

Amount of Death Benefit *

The Basic Death Benefit *

Optional Death Benefit Riders *

Spousal Continuance *

Calculating the Death Benefit *

Method of Paying Death Benefit *

Non-Qualified Contracts *

Selection and Change of Beneficiary *

Payment of Death Benefit *

Due Proof of Death *

The Income Phase - Annuity Provisions *

Selection of the Annuitant or Co-Annuitant *

Selection of the Annuity Commencement Date *

Selection of Annuity Option *

Amount of Annuity Payments *

Exchange of Variable Annuity Units *

Account Fee *

Annuity Payment Rates *

Annuity Options as Method of Payment for Death Benefit *

Other Contract Provisions *

Exercise of Contract Rights *

Change of Ownership *

Voting of Fund Shares *

Periodic Reports *

Substitution of Securities *

Change in Operation of Variable Account *

Splitting Units *

Modification *

Discontinuance of New Participants *

Reservation of Rights *

Right to Return *

Tax Considerations *

U.S. Federal Income Tax Considerations *

Puerto Rico Tax Considerations *

Administration of the Contract *

Distribution of the Contract *

Performance Information *

Available Information *

Incorporation of Certain Documents by Reference *

State Regulation *

Legal Proceedings *

Financial Statements *

Table of Contents of Statement of Additional Information *

Appendix A - Glossary *

Appendix B - Withdrawals, Withdrawal Charges and The Market Value Adjustment *

Appendix C - Calculation of Basic Death Benefit *

Appendix D - Calculation of EEB Optional Death Benefit *

Appendix E - Calculation of Death Benefit When the EEB and MAV and 5% Roll-Up Riders are Selected *

Appendix F - Calculation of EEB Plus Optional Death Benefit *

Appendix G - Calculation of EEB Plus with MAV Optional Death Benefit *

Appendix H - Calculation of EEB Plus with 5% Roll-Up Optional Death Benefit *

Appendix I - Investment Options and Expenses for Initial Class Shares *

Appendix J - Condensed Financial Information *

 

SPECIAL TERMS

Your Contract is a legal document that uses a number of specially defined terms. We explain most of the terms that we use in this Prospectus in the context where they arise, and some are self-explanatory. In addition, for convenient reference, we have compiled a list of these terms in the Glossary included at the back of this Prospectus as Appendix A. If, while you are reading this Prospectus, you come across a term that you do not understand, please refer to the Glossary for an explanation.

PRODUCT HIGHLIGHTS

The headings in this section correspond to headings in the Prospectus under which we discuss these topics in more detail.

The Annuity Contract

The Futurity III Fixed and Variable Annuity Contract provides a number of important benefits for your retirement planning. During the Accumulation Phase, you make Payments under the Contract and allocate them to one or more Variable Account or Fixed Account options. During the Income Phase, we make annuity payments to you or someone else based on the amount you have accumulated. The Contract provides tax-deferral so that you do not pay taxes on your earnings until you withdraw them. When purchased in connection with a tax-qualified plan, the Contract provides no additional tax-deferral benefits because tax-qualified plans confer their own tax-deferral. The Contract also provides a basic death benefit if you die during the Accumulation Phase. You may enhance the basic death benefit by purchasing one or more optional death benefit riders.

The Accumulation Phase

Under most circumstances, you can buy the Contract with an initial Purchase Payment of $10,000 or more, and you can make additional Purchase Payments at any time during the Accumulation Phase. Currently, there is no minimum amount required for additional Purchase Payments. However, we reserve the right to limit additional Purchase Payments to at least $1,000. We will not normally accept a Purchase Payment if your Account Value is over $2 million or, if the Purchase Payment would cause your Account Value to exceed $2 million.

Variable Account Options: The Funds

You can allocate your Purchase Payments among Sub-Accounts investing in a number of Fund options. Each Fund is either a mutual fund registered under the Investment Company Act of 1940 or a separate series of securities portfolio of such a mutual fund. The investment returns on the Funds are not guaranteed. You can make or lose money. You can make transfers among the Funds and the Fixed Account Options.

The Fixed Account Options: The Guarantee Periods

You can allocate your Purchase Payments to the Fixed Account and elect to invest in one or more of the Guarantee Periods we make available from time to time. Each Guarantee Period earns interest at a Guaranteed Interest Rate that we publish. We may change the Guaranteed Interest Rate from time to time, but no Guaranteed Interest Rate will ever be less than the minimum guaranteed interest rate permitted by law. Once we have accepted your allocation to a particular Guarantee Period, we promise that the Guaranteed Interest Rate applicable to that allocation will not change for the duration of the Guarantee Period. We may offer Guarantee Periods of different durations or stop offering some Guarantee Periods. Once we stop offering a Guarantee Period of a particular duration, future allocations or transfers into that Guarantee Period will not be permitted.

Fees and Expenses

The Contract has insurance features and investment features, and there are costs related to each.

Each year for the first five Account Years, if your Account Value is less than $75,000 on your Account Anniversary, we deduct a $35 Annual Account Fee. After the fifth Account Year, we may increase the fee, but it will never exceed $50. We will waive the Account Fee if your Contract was fully invested in the Fixed Account during the entire Account Year.

We deduct a mortality and expense risk charge of 1.00% of the average daily value of the Contract invested in the Variable Account, if your initial Purchase Payment was less than $1,000,000, or 0.85% if your initial Purchase Payment was $1,000,000 or more. We also deduct an administrative charge of 0.15% of the average daily value of the Contract invested in the Variable Account. If you annuitize before your eighth Account Anniversary, we will deduct, during the Income Phase, an additional charge equal to 0.25% of your daily Account Value.

If you take more than a specified amount of money out of your Contract, we assess a withdrawal charge against each Purchase Payment withdrawn. For each Purchase Payment, the withdrawal charge (also known as a "contingent deferred sales charge") starts at 7% and declines to 0% after the Purchase Payment has been in the Contract for seven years.

Currently, you can make 12 free transfers each year; however, we reserve the right to impose a charge of up to $15 per transfer.

If you elect one or more of the optional death benefit riders, we will deduct, during the Accumulation Phase, an additional charge of from the assets of the Variable Account ranging from 0.15% to 0.40% of the average daily value of your Contract, depending upon which optional death benefit rider(s) you have elected.

In addition to the charges we impose under the Contract, there are also charges (which include management fees and operating expenses) imposed by the Funds, depending upon which Fund(s) you have selected.

The Income Phase: Annuity Provisions

If you want to receive regular income from your annuity, you can select one of several Annuity Options. You can choose to receive annuity payments from either the Fixed Account or from the available Variable Account options. If you choose to have any part of your annuity payments come from the Variable Account, the dollar amount of the payments may fluctuate with the performance of the Funds. Subject to the maximum Annuity Commencement Date, you decide when your Income Phase will begin but, once it begins, you cannot change your choice of annuity payment options.

Death Benefit

If you die before the Contract reaches the Income Phase, the Beneficiary will receive a death benefit. The amount of the death benefit depends upon your age on the Contract Date and whether you choose the basic death benefit or, for a fee, you enhance the death benefit by electing one or more of the optional death benefit riders available in your state. If you are 85 or younger on your Contract Date, the basic death benefit pays the greatest of your Account Value, your total Purchase Payments (adjusted for withdrawals), or your cash Surrender Value, all calculated as of your Death Benefit Date. If you are 86 or older on your Contract Date, the basic death benefit is equal to the Surrender Value. You must make your election before the date on which your Contract becomes effective. The riders are only available if you are younger than 80 on the Contract Date. Any optional death benefit rider election may not be changed after your Contract is issued.

Withdrawals, Withdrawal Charge and Market Value Adjustment

You can withdraw money from your Contract during the Accumulation Phase. You may withdraw a portion of your Account Value each year without the imposition of a withdrawal charge. This "free withdrawal amount" equals 15% of the amount of all Purchase Payments you have made in the first Account Year. For all other Account Years, the "free withdrawal amount" equals the amount of all Purchase Payments made and not withdrawn prior to the last 7 Account Years plus the greater of (1) your Contract's earnings, minus any free withdrawals taken during the life of your Contract or (2) 15% of the amount of all Purchase Payments made during the last 7 Account Years (including the current year) minus any free withdrawals taken during the current Account Year. Withdrawals made from the Fixed Account may also be subject to a Market Value Adjustment (see prospectus under "Market Value Adjustment"). You may also have to pay income taxes and tax penalties on money you withdraw.

Right to Return

Your Contract contains a "free look" provision. If you cancel your Contract within 10 days after receiving it (or later if required by your state), we will send you, depending upon the laws of your state, either the full amount of all of your Purchase Payments or your Account Value as of the day we receive your cancellation request. (This amount may be more or less than the original Purchase Payment). We will not deduct a withdrawal charge or a Market Value Adjustment.

Tax Considerations

Your earnings are not taxed until you take them out. If you withdraw money during the Accumulation Phase, earnings come out first and are taxed as income. If you are younger than 59 1/2 when you take money out, you may be charged a 10% federal tax penalty.

___________

If you have any questions about your Contract or need more information, please contact us at:

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

     P.O. Box 9133

     Wellesley Hills, Massachusetts 02481

     Toll Free (800) 752-7215

 

FEES AND EXPENSES

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Contract.

The first table describes the fees and expenses that you will pay at the time that you buy the Contract, surrender the Contract, or transfer cash value between investment options.

Contract Owner Transaction Expenses

 

Sales Load Imposed on Purchases (as a percentage of purchase payments):

 

0%

       
 

Maximum Withdrawal Charge (as a percentage of purchase payments):

 

7%*

       
 

Maximum Fee Per Transfer (currently $0):

 

$15**

       
 

Premium Taxes (as a percentage of Certificate Value or total purchase payments):

 

0% - 3.5%***

*

Number of Complete Account Years Since
Purchase Payment has been in the Account


Withdrawal Charge

 

0-1

7%

 

1-2

7%

 

2-3

6%

 

3-4

6%

 

4-5

5%

 

5-6

4%

 

6-7

3%

 

7 or more

0%

 

A portion of your Account may be withdrawn each year without imposition of any withdrawal charge and, after a Purchase Payment has been in your Account for 7 Account Years, it may be withdrawn free of the withdrawal charge. (See "Withdrawal Charges.")

   

**

Currently, we impose no fee upon transfers; however, we reserve the right to impose a fee of up to $15 per transfer. We do impose certain restrictions upon the number and frequency of transfers. (See "Transfer Privilege.")

   

***

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 "Contract Charges -- Premium Taxes.")

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

 

Annual Account Fee

$ 50*

Variable Account Annual Expenses

(as a percentage of average daily net Variable Account assets)

 

Mortality and Expense Risks Charge:

1.00%**

 

Administrative Expenses Charge:

0.15%

     

Total Variable Account Annual Expenses (without optional benefits):

1.15%

Charges for Optional Features

 

Maximum Charge for Optional Death Benefit Rider:

0.40%***

     
 

Total Variable Account Annual Expenses with
Maximum Charge for Optional Death Benefit Riders:


1.55%

 

 

*

The Annual Account Fee is currently $35. After the fifth Account Year, the fee may be changed, but it will never be greater than $50. The fee is waived if 100% of your Account Value has been allocated only to the Fixed Account during the entire Account Year or if your Account Value is $75,000 or more on your Account Anniversary. (See "Account Fee.")

   

**

If your initial Purchase Payment is $100,000 or more, the mortality and expense risks charge will be 0.85% of average daily net Variable Account assets. After annuitization, the sum of the mortality and expense risks charge and the administrative expenses charge will never be greater than 1.15% of average daily net Variable Account assets, regardless of the amount of your initial Purchase Payment. If you annuitize prior to your eighth Account Anniversary, however, we will deduct an additional charge equal to 0.25% of your daily Account Value. (See "Mortality and Expense Risks Charge.")

   

***

The optional death benefit riders are defined under "Death Benefit." The charge varies depending upon the rider selected as follows:

 

Rider(s) Elected

% of Average Daily Net Assets

 
 

"EEB"

0.15%

 
 

"MAV"

0.15%

 
 

"5% Roll-Up"

0.15%

 
 

"EEB" and "MAV"

0.25%

 
 

"EEB" and "5% Roll-Up"

0.25%

 
 

"MAV" and "5% Roll-Up"

0.25%

 
 

"EEB Plus"

0.25%

 
 

"EEB" and "MAV" and "5% Roll-Up"

0.40%

 
 

"EEB Plus MAV"

0.40%

 
 

"EEB Plus 5% Roll-Up"

0.40%

 

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

 

Total Annual Fund Operating Expenses

Minimum

Maximum

 

(expenses as a percentage of average daily Fund net assets that are deducted from Fund assets, including management fees, distribution and/or service (12b-1) fees, and other expenses)

   
 

Prior to any fee waiver or expense reimbursement*

0.65%

2.74%

*

The expenses shown are for the year ended December 31, 2005, and do not reflect any fee waiver or expense
reimbursement.

   
 

The advisers and/or other service providers of certain Funds have agreed to reduce their fees and/or reimburse the Funds' expenses in order to keep the Funds' expenses below specified limits. The expenses of certain Funds are reduced by contractual fee reduction and expense reimbursement arrangements that will remain in effect at least through April 30, 2007. Other Funds have voluntary fee reduction and/or expense reimbursement arrangements that may be terminated at any time. The minimum and maximum Total Annual Fund Operating Expenses for all Funds after all fee reductions and expense reimbursements are taken into consideration are 0.65% and 1.66%, respectively. Each fee reduction and/or expense reimbursement arrangement is described in the relevant Fund's prospectus.

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

EXAMPLE

This Example is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, variable account annual expenses, and Fund fees and expenses, and are based on a sample Contract with the maximum possible fees.

The Example assumes that you invest $10,000 in the Contract for the time periods indicated and that your Contract includes the maximum charges for optional benefits. If these optional benefits were not elected or fewer options were elected, the expense figures shown below would be lower. The Example also assumes that your investment has a 5% return each year and assumes the maximum fees and expenses of any of the Funds. For purposes of converting the annual contract fee to a percentage, the Example assumes an average Contract size of $35,000. In addition, this Example assumes no transfers were made and no premium taxes were deducted. If these arrangements were considered, the expenses shown would be higher. This Example also does not take into consideration any fee waiver or expense reimbursement arrangement of the 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 Contract at the end of the applicable time period:

1 year

3 years

5 years

10 years

         
 

$1,040

$1,850

$2,669

$4,546

(2)

If you annuitize your Contract or if you do not surrender your Contract at the end of the applicable time period:

 

1 year

3 years

5 years

10 years

         
 

$440

$1,329

$2,229

$4,546

The fee table and example 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. The example does not include the deduction of state premium taxes, which may be assessed upon full surrender, death or annuitization, or any taxes and penalties you may be required to pay if you surrender the Contract. Similarly, the 5% annual rate of return assumed in the example is not intended to be representative of past or future investment performance. For more information about Fund expenses, including a description of any applicable fee waiver or expense reimbursement arrangement, see the prospectuses for the Funds.

CONDENSED FINANCIAL INFORMATION

Historical information about the value of the units we use to measure the variable portion of your Contract ("Variable Accumulation Units") is included in the back of this Prospectus as Appendix J.

THE ANNUITY CONTRACT

Sun Life Assurance Company of Canada (U.S.) and Sun Life of Canada (U.S.) Variable Account F (the "Variable Account") offer the Contract to groups and individuals for use in connection with their retirement plans. The Contract is available on a group basis and, in certain states, may be available on an individual basis. We issue an Individual Contract directly to the individual owner of the Contract. We issue a Group Contract to the Owner, covering all individuals participating under the Group Contract; each individual receives a Certificate that evidences his or her participation under the Group Contract.

In this Prospectus, unless we state otherwise, we refer to both the owners of Individual Contracts and participating individuals under Group Contracts as "Participants" and we address all Participants as "you"; we use the term "Contracts" to include Individual Contracts, Group Contracts, and Certificates issued under Group Contracts. For the purpose of determining benefits under both Individual Contracts and Group Contracts, we establish an Account for each Participant, which we will refer to as "your" Account or a "Participant Account."

Your Contract provides a number of important benefits for your retirement planning. It has an Accumulation Phase, during which you make payments under the Contract and allocate them to one or more Variable Account or Fixed Account options, and an Income Phase, during which we make annuity payments based on the amount you have accumulated. Your Contract provides tax deferral, so that you do not pay taxes on your earnings under your Contract until you withdraw them. However, if you purchase your Contract in connection with a tax-qualified plan, your purchase should be made for reasons other than tax-deferral. Tax-qualified plans provide tax deferral without the need for purchasing an annuity contract.

Your Contract also provides a basic death benefit if you die during the Accumulation Phase. You may enhance the basic death benefit by electing one or more optional death benefit riders and paying an additional charge for each optional death benefit rider you elect. Finally, if you so elect, during the Income Phase we will make annuity payments to you or someone else for life or for another period that you choose.

You choose these benefits on a variable or fixed basis or a combination of both. When you choose Variable Account investment options or a Variable Annuity option, your benefits will change in response to changes in the return available from the different types of investments you select under your Contract. With these variable options, you assume all investment risk under your Contract. When you choose a Guarantee Period in our Fixed Account or a Fixed Annuity option, we assume the investment risk, except in the case of early withdrawals in the Accumulation Phase, where you bear the risk of unfavorable interest rate changes. You may also bear the risk that the interest rates we will offer in the future and the rates we will use in determining your Fixed Annuity may not exceed our minimum guaranteed rate. Our minimum guaranteed interest rate will never be less than that permitted by law.

The Contract is designed for use in connection with retirement and deferred compensation plans, some of which qualify for favorable federal income tax treatment under Sections 401, 403, 408 or 408A of the Internal Revenue Code. The Contract is also designed so that it may be used in connection with certain non-tax-qualified retirement plans, such as payroll savings plans and such other groups (trusteed or non-trusteed) as may be eligible under applicable law. We refer to Contracts used with plans that receive favorable tax treatment as "Qualified Contracts," and all other Contracts as "Non-Qualified Contracts." A qualified retirement plan generally provides tax deferral regardless of whether the plan invests in an annuity contract. A decision to purchase an annuity contract should not be based on the assumption that the purchase of an annuity contract is necessary to obtain tax-deferral benefits under a qualified retirement plan.

COMMUNICATING TO US ABOUT YOUR CONTRACT

All materials sent to us, including Purchase Payments, must be sent to our Annuity Mailing Address as set forth on the first page of this Prospectus. For all telephone communications, you must call (800) 752-7215.

Unless this Prospectus states differently, we will consider all materials sent to us and all telephone communications to be received on the date we actually receive them at our Annuity Mailing Address. However, we will consider all financial transactions, including Purchase Payments, withdrawal requests and transfer instructions, to be received on the next Business Day if we receive them (1) on a day that is not a Business Day or (2) after 4:00 p.m., Eastern Time.

When we specify that notice to us must be in writing, we reserve the right, at our sole discretion, to accept notice in another form.

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

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. Our 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.

THE VARIABLE ACCOUNT

We established the Variable Account as a separate account on July 13, 1989, pursuant to a resolution of our Board of Directors. The Variable Account funds the Contract and various other variable annuity and variable life insurance product contracts which we offer. These other products may have features, benefits and charges that are different from those under the Contract.

Under Delaware insurance law and the Contract, the income, gains or losses of the Variable Account are credited to or charged against the assets of the Variable Account without regard to the other income, gains, or losses of the Company. These assets are held in relation to the Contract and other variable annuity and variable life insurance contracts that provide benefits that vary in accordance with the investment performance of the Variable Account. Although the assets maintained in the Variable Account will not be charged with any liabilities arising out of any other business we conduct, all obligations arising under a Contract, including the promise to make annuity payments, are general corporate obligations of the Company.

The assets of the Variable Account are divided into Sub-Accounts. Each Sub-Account invests exclusively in shares of a specific Fund. All amounts allocated by you to a Sub-Account will be used to purchase Fund shares at their net asset value. Any and all distributions made by the Funds with respect to the shares held by the Variable Account will be reinvested to purchase additional Fund shares at their net asset value. Deductions will be made from the Variable Account for cash withdrawals, annuity payments, death benefits, Account Fees, Contract charges against the assets of the Variable Account for the assumption of mortality and expense risks, administrative expenses, optional benefit riders, and any applicable taxes. The Variable Account will be fully invested in Fund shares at all times.

VARIABLE ACCOUNT OPTIONS: THE FUNDS

The Contract offers Sub-Accounts that invest in a number of Fund investment options. Each Fund is a mutual fund registered under the Investment Company Act of 1940, or a separate series of shares of such a mutual fund.

Information about the Funds, including a discussion of their management, investment objectives, expenses, and potential risks, is found in the current prospectuses for the Funds (the "Fund Prospectuses"). The Fund Prospectuses should be read in conjunction with this Prospectus before you invest. A copy of each Fund Prospectus, as well as a Statement of Additional Information for each Fund, may be obtained without charge from the Company by calling (800) 752-7215 or by writing to Sun Life Assurance Company of Canada (U.S.), P.O. Box 9133, Wellesley Hills, Massachusetts 02481.

The Funds may also be available to registered separate accounts offering variable annuity and variable life products of other affiliated and unaffiliated insurance companies, as well as to the Variable Account and other separate accounts of the Company. Although we do not anticipate any disadvantages to this, there is a possibility that a material conflict may arise between the interests of the Variable Account and one or more of the other separate accounts participating in the Funds. A conflict may occur due to a change in law affecting the operations of variable life and variable annuity separate accounts, differences in the voting instructions of the Participants and Payees and those of other companies, or some other reason. In the event of conflict, we will take any steps necessary to protect Participants and Payees, including withdrawal of the Variable Account from participation in the underlying Funds which are involved in the conflict or substitution of shares of other Funds.

Certain of the investment advisers, transfer agents, or underwriters to the Funds may reimburse us for administrative costs in connection with administering the Funds as options under the Contracts. These amounts are not charged to the Funds or Participants, but are paid from assets of the advisers, transfer agents, or underwriters, except for the administrative costs of the Lord Abbett Series Trust Portfolios and the Rydex Funds, which are paid from Fund assets and reflected under "Fees and Expenses."

Certain publicly available mutual funds may have similar investment goals and principal investment policies and risks as one or more of the Funds, and may be managed by a Fund's portfolio manager(s). While a Fund may have many similarities to these other funds, its investment performance will differ from their investment performance. This is due to a number of differences between a Fund and these similar products, including differences in sales charges, expense ratios and cash flows.

THE FIXED ACCOUNT

The Fixed Account is made up of all the general assets of the Company other than those allocated to any separate account. Amounts you allocate to Guarantee Periods become part of the Fixed Account, and are available to fund the claims of all classes of our customers, including claims for benefits under the Contracts.

We will invest the assets of the Fixed Account in those assets we choose that are allowed by applicable state insurance laws. In general, these laws permit investments, within specified limits and subject to certain qualifications, in federal, state and municipal obligations, corporate bonds, preferred and common stocks, real estate mortgages, real estate and certain other investments. We intend to invest primarily in investment-grade fixed income securities (i.e., rated by a nationally recognized rating service within the 4 highest grades) or instruments we believe are of comparable quality.

We are not obligated to invest amounts allocated to the Fixed Account according to any particular strategy, except as may be required by applicable state insurance laws. You will not have a direct or indirect interest in the Fixed Account investments.

THE FIXED ACCOUNT OPTIONS: THE GUARANTEE PERIODS

You may elect one or more Guarantee Period(s) from those we make available. From time to time, we may offer Guarantee Periods of different durations or stop offering some Guarantee Periods. Once we stop offering a Guarantee Period of a particular duration, allocations or transfers into that Guarantee Period will not be permitted. We publish Guaranteed Interest Rates for each Guarantee Period offered. We may change the Guaranteed Interest Rates we offer from time to time, but no Guaranteed Interest Rate will ever be less than the minimum guaranteed rate permitted by state law. Also, once we have accepted your allocation to a particular Guarantee Period, we promise that the Guaranteed Interest Rate applicable to that allocation will not change for the duration of the Guarantee Period.

We determine Guaranteed Interest Rates at our discretion. We do not have a specific formula for establishing the rates for different Guarantee Periods. Our determination will be influenced by the interest rates on fixed income investments in which we may invest amounts allocated to the Guarantee Periods. We will also consider other factors in determining these rates, including regulatory and tax requirements, sales commissions and administrative expenses borne by us, general economic trends and competitive factors. We cannot predict the level of future interest rates.

We may from time to time at our discretion offer special interest rates for new Purchase Payments that are higher than the rates we are then offering for renewals or transfers.

Early withdrawals from your allocation to a Guarantee Period, including cash withdrawals, transfers and commencement of an annuity option, may be subject to a Market Value Adjustment, which could decrease or increase the value of your Account. See "Withdrawals, Withdrawal Charge and Market Value Adjustment."

THE ACCUMULATION PHASE

During the Accumulation Phase of your Contract, you make payments into your Account, and your earnings accumulate on a tax-deferred basis. The Accumulation Phase begins with our acceptance of your first Purchase Payment and ends the Business Day before your Annuity Commencement Date. The Accumulation Phase will end sooner if you surrender your Contract or the "Covered Person" dies before the Annuity Commencement Date.

Issuing Your Contract

When you purchase a Contract, a completed Application and the initial Purchase Payment are sent to us for acceptance. When we accept an Individual Contract, we issue the Contract to you. When we accept a Group Contract, we issue the Contract to the Owner; we issue a Certificate to you as a Participant.

We will credit your initial Purchase Payment to your Account within 2 Business Days of receiving your completed Application. If your Application is not complete, we will notify you. If we do not have the necessary information to complete the Application within 5 Business Days, we will send your money back to you or ask your permission to retain your Purchase Payment until the Application is made complete. Then we will apply the Purchase Payment within 2 Business Days of when the Application is complete.

Amount and Frequency of Purchase Payments

The amount of Purchase Payments may vary; however, we will not accept an initial Purchase Payment of less than $10,000, and, although there is currently no minimum amount for additional Purchase Payments, we reserve the right to limit each additional Purchase Payment to at least $1,000. In addition, we will not accept a Purchase Payment if your Account Value is over $2 million, or if the Purchase Payment would cause your Account Value to exceed $2 million, unless we have approved the Payment in advance. Within these limits, you may make Purchase Payments at any time during the Accumulation Phase.

Allocation of Net Purchase Payments

You may allocate your Purchase Payments among the different Sub-Accounts and Guarantee Periods we offer, but we reserve the right to limit any allocation to a Guarantee Period to at least $1,000.

In your Application, you may specify the percentage of each Purchase Payment to be allocated to each Sub-Account or Guarantee Period. These percentages are called your allocation factors. Your allocation factors will remain in effect as long as your selected Sub-Accounts and Guarantee Periods continue to be available for investment. You may, however, change the allocation factors for future Purchase Payments by sending us notice of the change in a form acceptable to us. We will use your new allocation factors for the first Purchase Payment we receive with or after we have received notice of the change, and for all future Purchase Payments, until we receive another change notice.

Although it is currently not our practice, we may deduct applicable premium taxes or similar taxes from your Purchase Payments (see "Contract Charges -- Premium Taxes"). In that case, we will credit your Net Purchase Payment, which is the Purchase Payment minus the amount of those taxes.

Your Account

When we accept your first Purchase Payment, we establish an Account for you, which we maintain throughout the Accumulation Phase of your Contract.

Your Account Value

Your Account Value is the sum of the value of the 2 components of your Contract: the Variable Account portion of your Contract ("Variable Account Value") and the Fixed Account portion of your Contract ("Fixed Account Value"). These 2 components are calculated separately, as described below under "Variable Account Value" and "Fixed Account Value."

Variable Account Value

     Variable Accumulation Units

In order to calculate your Variable Account Value, we use a measure called a Variable Accumulation Unit for each Sub-Account. Your Variable Account Value is the sum of your Account Value in each Sub-Account, which is the number of your Variable Accumulation Units for that Sub-Account times the value of each Unit.

     Variable Accumulation Unit Value

The value of each Variable Accumulation Unit in a Sub-Account reflects the net investment performance of that Sub-Account. We determine that value once on each day that the New York Stock Exchange is open for trading, at the close of trading, which is currently 4:00 p.m., Eastern Time. (The close of trading is determined by the New York Stock Exchange.) We also may determine the value of Variable Accumulation Units of a Sub-Account on days the Exchange is closed if there is enough trading in securities held by that Sub-Account to materially affect the value of the Variable Accumulation Units. Each day we make a valuation is called a "Business Day." The period that begins at the time Variable Accumulation Units are valued on a Business Day and ends at that time on the next Business Day is called a Valuation Period. On days other than Business Days, the value of a Variable Accumulation Unit does not change.

To measure these values, we use a factor -- which we call the Net Investment Factor -- which represents the net return on the Sub-Account's assets. At the end of any Valuation Period, the value of a Variable Accumulation Unit for a Sub-Account is equal to the value of that Sub-Account's Variable Accumulation Units at the end of the previous Valuation Period, multiplied by the Net Investment Factor. We calculate the Net Investment Factor by dividing (1) the net asset value of a Fund share held in the Sub-Account at the end of that Valuation Period, plus the per share amount of any dividend or capital gains distribution made by that Fund during the Valuation Period, by (2) the net asset value per share of the Fund share at the end of the previous Valuation Period; then, for each day in the valuation period, we deduct a factor representing the asset-based insurance charges (the mortality and expense risk charges and the administrative expense charge) plus any applicable asset-based charge for optional benefit riders. See "Contract Charges."

For a hypothetical example of how we calculate the value of a Variable Accumulation Unit, see the Statement of Additional Information.

     Crediting and Canceling Variable Accumulation Units

When we receive an allocation to a Sub-Account either from a Net Purchase Payment or a transfer of Account Value, we credit that amount to your Account in Variable Accumulation Units. Similarly, we cancel Variable Accumulation Units when you transfer or withdraw amounts from a Sub-Account, or when we deduct certain charges under the Contract. We determine the number of Units credited or canceled by dividing the dollar amount by the Variable Accumulation Unit value for that Sub-Account at the end of the Valuation Period during which the transaction or charge is effective.

Fixed Account Value

Your Fixed Account value is the sum of all amounts allocated to Guarantee Periods, either from Net Purchase Payments, transfers or renewals, plus interest credited on those amounts, and minus withdrawals, transfers out of Guarantee Periods, and any deductions for charges under the Contract taken from your Fixed Account Value.

A Guarantee Period begins the day we apply your allocation and ends when all calendar years (or months if the Guarantee Period is less than one year) in the Guarantee Period (measured from the end of the calendar month in which the amount was allocated to the Guarantee Period) have elapsed. The last day of the Guarantee Period is its Renewal Date.

Each additional Purchase Payment, transfer or renewal credited to your Fixed Account Value will result in a new Guarantee Period with its own Renewal Date. Amounts allocated at different times to Guarantee Periods of the same duration may have different Renewal Dates.

     Crediting Interest

We credit interest on amounts allocated to a Guarantee Period at the applicable Guaranteed Interest Rate for the duration of the Guarantee Period. During the Guarantee Period, we credit interest daily at a rate that yields the Guaranteed Interest Rate on an annual effective basis.

     Guarantee Amounts

Each separate allocation you make to a Guarantee Period, together with interest credited thereon, is called a Guarantee Amount. Each Guarantee Amount is treated separately for purposes of determining the Market Value Adjustment. We may restrict a Guarantee Period that will extend beyond your maximum Annuity Commencement Date. Renewals into a Guarantee Period that extend beyond your maximum Annuity Commencement Date will result in an application of a Market Value Adjustment upon annuitization or withdrawals. We reserve the right to limit each new allocation to a Guarantee Period to at least $1,000.

     Renewals

We will notify you in writing between 45 and 75 days before the Renewal Date for any Guarantee Amount. If you would like to change your Fixed Account option, we must receive from you prior to the Renewal Date:

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written notice electing a different Guarantee Period from among those we then offer, or

   

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written instructions to transfer the Guarantee Amount to one or more Sub-Accounts, in accordance with the transfer privilege provisions of the Contract (see "Transfer Privilege.")

If we receive no instructions from you prior to the Renewal Date, we will automatically renew your Fixed Account allocation into a new Guarantee Period of the same duration as the last Guarantee Period. A Guarantee Amount will not renew into a Guarantee Period that will extend beyond your maximum Annuity Commencement Date. In that case, unless you notify us otherwise, we will automatically transfer your Guarantee Amount into the next available Guarantee Period.

     Early Withdrawals

If you withdraw, transfer, or annuitize an allocation from a Guarantee Period more than 30 days prior to its Renewal Date, we will apply a Market Value Adjustment to the transaction. This could result in an increase or a decrease of your Account Value, depending on interest rates at the time. You bear the risk that you will receive less than your principal if the Market Value Adjustment applies.

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Transfer Privilege

     Permitted Transfers

During the Accumulation Phase, you may transfer all or part of your Account Value to one or more Sub-Accounts or Guarantee Periods then available, subject to the following restrictions:

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you may not make more than 12 transfers in any Account Year;

   

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the amount transferred from a Guarantee Period must be the entire Guarantee Amount, except for transfers of interest credited during the current Account Year;

   

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at least 30 days must elapse between transfers to and from Guarantee Periods;

   

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transfers to or from Sub-Accounts are subject to terms and conditions that may be imposed by the Funds; and

   

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we impose additional restrictions on market timers, which are further described below.

These restrictions do not apply to transfers made under any approved Optional Program. At our discretion, we may waive some or all of these restrictions.

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

There is usually no charge imposed on transfers; however, we reserve the right to impose a transfer charge of $15 for each transfer. Transfers out of a Guarantee Period more than 30 days before its Renewal Dateor any time after the Renewal Date will be subject to the Market Value Adjustment described below. Under current law, there is no tax liability for transfers.

     Requests for Transfers

You may request transfers in writing or by telephone. If the request is by telephone, it must be made before the earlier of (a) 4:00 p.m. Eastern Time on a Business Day, or (b) the close of the New York Stock Exchange on days that the Stock Exchange closes before 4:00 p.m. The telephone transfer privilege is available automatically during regular business hours before 4:00 p.m. Eastern Time, and does not require your written election. We will require personal identifying information to process a request for a transfer made by telephone. We will not be liable for following instructions communicated by telephone that we reasonably believe are genuine.

Your transfer request will be effective as of the close of the Business Day if we receive your transfer request before the earlier of (a) 4:00 p.m. Eastern Time on a Business Day, or (b) the close of the New York Stock Exchange on days that the Stock Exchange closes before 4:00 p.m. Otherwise, your transfer request will be effective on the next Business Day.

     Short-Term Trading

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

The Company has policies and procedures to discourage frequent transfers of contract value. As described above under "Transfer Privilege," such policies include limiting the number and timing of certain transfers, subject to exceptions described in that section and exceptions designed to protect the interests of individual Contract Owners. The Company also reserves the right to charge a fee for transfers.

Short-term trading activities whether by the Contract Owner or a third party authorized to initiate transfer requests on behalf of Contract Owner(s) may be subject to other restrictions as well. For example, we reserve the right to take actions against short-term trading which restrict your transfer privileges more narrowly than the policies described under "Transfer Privilege," such as requiring transfer requests to be submitted in writing through regular first-class U.S mail (e.g., no overnight, priority or courier delivery allowed), and refusing any and all transfer instructions.

If we determine that a third party acting on your behalf is engaging (alone or in combination with transfers effected by you directly) in a pattern of short-term trading, we may refuse to process certain transfers requested by such a third party. We impose additional administrative restrictions on third parties that engage in transfers of Contract Values on behalf of multiple Contract Owners at one time. Specifically, we limit the form of such large group transfers to fax or mail delivery only, require the third party to provide us with advance notice of any possible large group transfer so that we can have additional staff ready to process the request, and require that the amount transferred out of a Sub-Account for each Contract Owner be equal to 100% of that Contract Owner's value in the Sub-Account.

We will provide you written notification of any restrictions imposed.

In addition, some of the Funds impose, or reserve the right to impose, additional restrictions on transfers if the Fund's short-term trading strategy is more restrictive that the Company's policy. Accordingly, the Variable Account may not be in a position to effectuate some transfers with such 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.

We reserve the right to waive short-term trading restrictions, where permitted by law and not adverse to the interests of the relevant underlying Fund and other shareholders, in the following instances:

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when a new broker of record is designated for the Contract;

   

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when the Participant changes;

   

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when control of the Contract passes to the designated beneficiary upon the death of the Participant or Annuitant;

   

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when necessary in our view to avoid hardship to a Participant; or

   

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when underlying Funds are dissolved or merged or substituted.

If short-term trading results as a consequence of waiving the restrictions against short-term trading, it could expose Contract Owners to certain risks. The short-term trading could increase costs for all Contract Owners as a result of excessive portfolio transaction fees. In addition, the short-term trading 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 short-term trading policy and the permitted waivers of that policy are applied uniformly, some Contract Owners may experience a different application of the policy and therefore may experience some of the risks. We uniformly apply the short-term trading policy and the permitted waivers of that policy to all Contracts. If we did not do so, some Contract Owners could experience a different application of the policy and therefore may be treated unfairly. Too much discretion on our part in allowing the waivers of short-term trading policy could result in an unequal treatment of short-term traders by permitting some short-term traders to engage in short-term trading while prohibiting others from doing the same.

Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates

We may reduce or waive the withdrawal charge, the administrative service fee or the annual Account Fee, credit additional amounts, or grant special Guaranteed Interest Rates in certain situations. These situations may include sales of Contracts (1) where selling and/or maintenance costs associated with the Contracts are reduced, such as the sale of several Contracts to the same Participant, sales of large Contracts, and certain group sales, and (2) to officers, directors and employees of the Company or its affiliates, registered representatives and employees of broker-dealers with a current selling agreement with the Company and affiliates of such representatives and broker-dealers, employees of affiliated asset management firms, and persons who have retired from such positions ("Eligible Employees") and immediate family members of Eligible Employees. Eligible Employees and their immediate family members may also purchase a Contract without regard to minimum Purchase Payment requirements. For other situations in which withdrawal charges may be waived, see "Withdrawals, Withdrawal Charge and Market Value Adjustment."

Other Programs

You may participate in any of the following optional programs free of charge. Transfers made pursuant to the provisions of the following optional programs will not be charged a transfer fee, nor will such transfers count as one of the 12 free transfers per year allowed under the section entitled "Transfer Privilege."

     Dollar-Cost Averaging

Dollar-cost averaging allows you to invest gradually, over time, in up to 12 Sub-Accounts. You may select a dollar-cost averaging program at no extra charge by allocating a minimum amount to a designated Sub-Account or to a Guarantee Period we make available in connection with the program. (We reserve the right to limit minimum investments to at least $1,000.) Amounts allocated to the Fixed Account under the program will earn interest at a rate declared by the Company for the Guarantee Period you select. Previously applied amounts may not be transferred to a Guarantee Period made available in connection with this program. At regular time intervals, we will transfer the same amount automatically to one or more Sub-Accounts that you choose, up to a maximum of 12 Sub-Accounts. The program continues until your Account Value allocated to the program is depleted or you elect to stop the program. The final amount transferred from the Fixed Account will include all interest earned.

No Market Value Adjustment (either positive or negative) will apply to amounts automatically transferred from the Fixed Account under the dollar-cost averaging program. However, if you discontinue or alter the program prior to completion, amounts remaining in the Fixed Account will be transferred to the Money Market Fund investment option under the Contract, unless you instruct us otherwise, and the Market Value Adjustment will be applied. Any new allocation of a Purchase Payment to the program will be treated as commencing a new dollar-cost averaging program and may be subject to the minimum.

The main objective of a dollar-cost averaging program is to minimize the impact of short-term price fluctuations on Account Value. In general, since you transfer the same dollar amount to the variable investment options at set intervals, dollar-cost averaging allows you to purchase more Variable Accumulation Units (and, indirectly, more Fund shares) when prices are low and fewer Variable Accumulation Units (and, indirectly, fewer Fund shares) when prices are high. Therefore, you may achieve a lower average cost per Variable Accumulation Unit over the long term. A dollar-cost averaging program allows you to take advantage of market fluctuations. However, it is important to understand that a dollar-cost averaging program does not insure a profit or protect against loss in a declining market. We do not allow transfers into any of the Guarantee Periods.

     Asset Allocation

One or more asset allocation programs may be available in connection with the Contract, at no extra charge. Asset allocation is the process of investing in different asset classes -- such as equity funds, fixed income funds, and money market funds -- depending on your personal investment goals, tolerance for risk, and investment time horizon. By spreading your money among a variety of asset classes, you may be able to reduce the risk and volatility of investing, although there are no guarantees, and asset allocation does not insure a profit or protect against loss in a declining market.

Currently, you may select one of the available asset allocation models, each of which represents a combination of Sub-Accounts with a different level of risk. These models, as well as the terms and conditions of the asset allocation program, are fully described in a separate brochure. We may add or delete programs in the future.

Our asset allocation programs are "static" programs. That is to say, if you elect an asset allocation program, we automatically rebalance your Account Value among the Sub-Accounts represented in the model you chose, but we do not change your original percentage allocations among the Sub-Accounts in your chosen model, unless you advise us to do so. Nevertheless, we have selected an independent third-party administrator who reviews the existing models annually to determine whether the investment objective of the model is being met in light of changing markets. Based upon this review, the third-party administrator may recommend that new models be substituted for the existing models. If so, the new models will only be offered to Contracts issued on or after the date the new model goes into effect or to Owners who elect an asset allocation program on or after that date. Owners of any existing asset allocation programs may make an independent decision to change their asset allocations at any time. You should consult your financial adviser periodically to consider whether the model you have selected is still appropriate for you.

     Systematic Withdrawal and Interest Out Programs

You may select our Systematic Withdrawal Program or our Interest Out Program. Under the Systematic Withdrawal Program, you determine the amount and frequency of regular withdrawals you would like to receive from your Fixed Account Value and/or Variable Account Value and we will effect them automatically. Under the Interest Out Program, we automatically pay you or reinvest interest credited for all Guarantee Periods you have chosen. The withdrawals under these programs may be subject to surrender charges and a Market Value Adjustment. They may also be included as income and subject to a 10% federal tax penalty. You should consult a qualified tax professional before choosing these options. We reserve the right to limit the election of either of these programs to Contracts with a minimum Account Value of $10,000.

You may change or stop either program at any time, by written notice to us.

     Portfolio Rebalancing Program

Under the Portfolio Rebalancing Program, we transfer funds among all Sub-Accounts to maintain the percentage allocation you have selected among these Sub-Accounts. At your election, we will make these transfers on a quarterly, semi-annual or annual basis.

Portfolio Rebalancing does not permit transfers to or from any Guarantee Period.

     Principal Return Program

Under the Principal Return Program, we divide your Purchase Payments between the Fixed Account and the Variable Account. For the Fixed Account portion, you choose a Guarantee Period from among those we offer. We then allocate to that Guarantee Period the portion of your Purchase Payment necessary so that, at the end of the Guarantee Period, your Fixed Account allocation, including interest, will equal the entire amount of your original Purchase Payment. The remainder of the original Purchase Payment will be invested in the Sub-Accounts of your choice. At the end of the Guarantee Period, you will be guaranteed the amount of your original Purchase Payment (assuming no withdrawals or transfers), plus you will have the benefit, if any, of the investment performance of the Sub-Accounts you have chosen. The Principal Return Program is subject to availability.

WITHDRAWALS, WITHDRAWAL CHARGE AND MARKET VALUE ADJUSTMENT

Cash Withdrawals

     Requesting A Withdrawal

At any time during the Accumulation Phase, you may withdraw in cash all or any portion of your Account Value. To make a withdrawal, other than a Systematic Withdrawal, you must send us a written request at our Annuity Mailing Address. Your request must specify whether you want to withdraw the entire amount of your Account or, if less, the amount you wish to receive.

All withdrawals may be subject to a withdrawal charge (see "Withdrawal Charge"), and withdrawals from your Fixed Account Value also may be subject to a Market Value Adjustment (see "Market Value Adjustment"). Withdrawals also may have adverse income tax consequences, including a 10% penalty tax (see "Tax Considerations"). You should carefully consider these tax consequences before requesting a cash withdrawal.

     Full Withdrawals

If you request a full withdrawal, we calculate the amount we will pay you as follows: We start with the total value of your Account at the end of the Valuation Period during which we receive your withdrawal request; we deduct the Account Fee, if applicable, for the Account Year in which the withdrawal is made; we add or subtract the amount of any Market Value Adjustment applicable to your Fixed Account Value; and finally, we deduct any applicable withdrawal charge.

A full withdrawal results in the surrender of your Contract, and cancellation of all rights and privileges under your Contract.

     Partial Withdrawals

Unless you specify otherwise, when you request a partial withdrawal, we will deduct the actual amount specified in your request and then adjust the value of your Account by deducting the amount paid, adding or deducting any Market Value Adjustment applicable to amounts withdrawn from the Fixed Account, and deducting any applicable withdrawal charge.

You may specify the amount you want withdrawn from each Sub-Account and/or Guarantee Amount to which your Account is allocated. If you do not so specify, we will deduct the total amount you request pro rata, based on your Account Value at the end of the Valuation Period during which we receive your request.

Partial withdrawals may affect the death benefit amount. In calculating the amount payable under the death benefit, we may reduce the benefit amount to an amount equal to the benefit amount payable immediately before withdrawal multiplied by the ratio of the Account Value immediately after the withdrawal to the Account Value immediately before the withdrawal. (See "Calculating the Death Benefit.")

If you request a partial withdrawal that would result in your Account Value being reduced to an amount less than the Account Fee for the Account Year in which you make the withdrawal, we reserve the right to treat it as a request for a full withdrawal.

     Time of Payment

We will pay you the applicable amount of any full or partial withdrawal within 7 days after we receive your withdrawal request, except in cases where we are permitted, and choose, to defer payment under the Investment Company Act of 1940 and applicable state insurance law. Currently, we may defer payment of amounts you withdraw from the Variable Account only for the following periods:

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when the New York Stock Exchange is closed (except weekends and holidays) or when trading on the New York Stock Exchange is restricted;

   

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when it is not reasonably practical to dispose of securities held by a Fund or to determine the value of the net assets of a Fund, because an emergency exists; or

   

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when an SEC order permits us to defer payment for the protection of Participants.

We also may defer payment of amounts you withdraw from the Fixed Account for up to 6 months from the date we receive your withdrawal request. We do not pay interest on the amount of any payments we defer.

 

     Withdrawal Restrictions for Qualified Plans

If your Contract is a Qualified Contract, you should carefully check the terms of your retirement plan for limitations and restrictions on cash withdrawals.

Special restrictions apply to withdrawals from Contracts used for Section 403(b) annuities. (See "Tax Considerations -- Tax-Sheltered Annuities.")

     Withdrawal Charge

We do not deduct any sales charge from your Purchase Payments when they are made. However, we may impose a withdrawal charge (known as a "contingent deferred sales charge") on certain amounts you withdraw. We impose this charge to defray some of our expenses related to the sale of the Contracts, such as commissions we pay to agents, the cost of sales literature, and other promotional costs and transaction expenses.

     Free Withdrawal Amount

In each Account Year you may withdraw a portion of your Account Value -- which we call the "free withdrawal amount" -- before incurring the withdrawal charge.

For convenience in discussing free withdrawal amounts, we refer to Purchase Payments made during the last 7 Account Years, including the current Account Year, as "New Payments," and we refer to Purchase Payments made before the last 7 Account Years as "Old Payments."

For the first Account Year, the free withdrawal amount is equal to 15% of the amount of all Purchase Payments you have made. For all other Account Years, the free withdrawal amount is equal to the greater of:

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your Contract's earnings (defined below), minus any free withdrawals taken during the life of your Contract, or

   

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15% of the amount of all New Payments minus any free withdrawals taken during the current Account Year.

Your Contract's earnings are equal to:

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your Account Value, minus

   

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all Purchase Payments made plus

   

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all partial withdrawals and charges taken.

For an example of how we calculate the "free withdrawal amount," see Appendix B.

     Withdrawal Charge on Purchase Payment

If you withdraw more than the free withdrawal amount, we consider the excess amount to be withdrawn first from Payments that you have not previously withdrawn. We impose the withdrawal charge on the amount of New Payments withdrawn. Thus, the maximum amount on which we will impose the withdrawal charge will never exceed the total of New Payments that you have not previously withdrawn.

     Order of Withdrawal

When you take a withdrawal, we liquidate your Contract in the following order:

         (1) the free withdrawal amount, and

         (2) unliquidated payments on a first-in, first-out basis.

     Calculation of Withdrawal Charge

We calculate the amount of the withdrawal charge by multiplying the Purchase Payments you withdraw by a percentage. The percentage varies according to the number of Account Years the Purchase Payment has been held in your Account, including the Account Year in which you made the Payment, but not the Account Year in which you withdraw it. Each Payment begins a new 7-year period and moves down the declining surrender charge scale as shown below at each Account Anniversary. Payments received during the current Account Year will be charged 7%, if withdrawn. On your next scheduled Account Anniversary, that Payment, along with any other Payments made during that Account Year, will be considered to be in their second Account Year and will have a 7% withdrawal charge. On the next Account Anniversary, these Payments will move into their third Account Year and will have a withdrawal charge of 6%, if withdrawn. This withdrawal charge decreases according to the number of Account Years the Purchase Payment has been held in your Account. The Withdrawal Charge scales is as follows:

Number of Account Years

 

Payment Has Been

Withdrawal

In Your Contract

Charge

0-1

7%

1-2

7%

2-3

6%

3-4

6%

4-5

5%

5-6

4%

6-7

3%

7 or more

0%

For example, the percentage applicable to withdrawals of a Payment that has been in an Account for more than 2 Account Years but less than 3 will be 6%, regardless of the issue date of the Contract.

The withdrawal charge will never be greater than 7% of the Purchase Payments you make under your Contract.

For a Group Contract, we may modify the withdrawal charges and limits, upon notice to the Owner of the Group Contract. However, any modification will apply only to Accounts established after the date of the modification.

For additional examples of how we calculate withdrawal charges, see Appendix B.

Types of Withdrawals Not Subject to Withdrawal Charge

     Nursing Home Waiver

If approved by your state, we will waive the withdrawal charge for a full withdrawal if:

l

at least one year has passed since we issued your Contract,

   

l

you are confined to an eligible nursing home and have been confined there for at least the preceding 180 days, or any shorter period required by your state, and

   

l

your confinement to an eligible nursing home began after your Issue Date.

An "eligible nursing home" means a licensed hospital or licensed skilled or intermediate care nursing facility at which medical treatment is available on a daily basis and daily medical records are kept for each patient. You must provide us evidence of confinement in the form we determine.

     Minimum Distributions

For each Qualified Contract, the free withdrawal amount in any Account Year will be the greater of the free withdrawal amount described above or any amounts required to be withdrawn to comply with the minimum distribution requirement of the Internal Revenue Code. This waiver of the withdrawal charge applies only to the portion of the required minimum distribution attributable to that Qualified Contract.

     Other Withdrawals

We do not impose the withdrawal charge on amounts you apply to provide an annuity, amounts withdrawn from a Non-Qualified Contract as part of our non-qualified stretch program, amounts we pay as a death benefit, except under the Cash Surrender method, or amounts you transfer among the Sub-Accounts, between the Sub Accounts and the Fixed Account, or within the Fixed Account.

Market Value Adjustment

If permitted under the laws of your state, we will apply a Market Value Adjustment if you withdraw or transfer amounts from your Fixed Account Value more than 30 days before the end of the applicable Guarantee Period. For this purpose, using Fixed Account Value to provide an annuity is considered a withdrawal, and the Market Value Adjustment will apply. However, we will not apply the Market Value Adjustment to automatic transfers to a Sub-Account from a Guarantee Period as part of our dollar-cost averaging program.

We apply the Market Value Adjustment separately to each Guarantee Amount in the Fixed Account, that is to each separate allocation you have made to a Guarantee Period together with interest credited on that allocation. However, we do not apply the adjustment to the amount of interest credited during your current Account Year. Any withdrawal from a Guarantee Amount is attributed first to such interest.

A Market Value Adjustment may decrease, increase or have no effect on your Account Value. This will depend on changes in interest rates since you made your allocation to the Guarantee Period and the length of time remaining in the Guarantee Period. In general, if the Guaranteed Interest Rate we currently declare for Guarantee Periods equal to the balance of your Guarantee Period (or your entire Guarantee Period for Guarantee Periods of less than one year) is higher than your Guaranteed Interest Rate, the Market Value Adjustment is likely to decrease your Account Value. If our current Guaranteed Interest Rate is lower, the Market Value Adjustment is likely to increase your Account Value.

We determine the amount of the Market Value Adjustment by multiplying the amount that is subject to the adjustment by the following formula:

[(1 + I) / (1 + J + b)] ^ (N/12)   -1

where:

I

is the Guaranteed Interest Rate applicable to the Guarantee Amount from which you withdraw, transfer or annuitize;

   

J

is the Guaranteed Interest Rate we declare at the time of your withdrawal, transfer or annuitization for Guarantee Periods equal to the length of time remaining in the Guarantee Period applicable to your Guarantee Amount, rounded to the next higher number of complete years, for Guarantee Periods of one year or more. For any Guarantee Periods of less than one year, J is the Guaranteed Interest Rate we declare at the time of your withdrawal, transfer or annuitization for a Guarantee Period of the same length as your Guarantee Period. If, at that time, we do not offer the applicable Guarantee Period we will use an interest rate determined by straight-line interpolation of the Guaranteed Interest Rates for the Guarantee Periods we do offer;

   

N

is the number of complete months remaining in your Guarantee Period; and

   

b

is a factor that currently is 0%, but that in the future we may increase to up to 0.25%. Any increase would be applicable only to Participants who purchase their Contracts after the date of that increase. The "b" factor is the amount that will be used to cover market volatility (i.e., credit risk), basis risk, and/or liquidity costs.

We will apply the Market Value Adjustment to the amount being withdrawn after deduction of any Account Fee, if applicable, but before we impose any withdrawal charge on the amount withdrawn.

For examples of how we calculate the Market Value Adjustment, see Appendix B.

CONTRACT CHARGES

Account Fee

During the Accumulation Phase of your Contract, we will deduct from your Account an annual Account Fee to help cover the administrative expenses we incur related to the issuance of Contracts and the maintenance of Accounts. We deduct the Account Fee on each Account Anniversary. In Account Years 1 through 5, the annual Account Fee is $35. After Account Year 5, we may change the Account Fee each year, but the Account Fee will never exceed $50. We deduct the Account Fee pro rata from each Sub-Account and each Guarantee Period, based on the allocation of your Account Value on your Account Anniversary.

We will not charge the Account Fee if:

l

your Account Value has been allocated only to the Fixed Account during the applicable Account Year; or

   

l

your Account Value is $75,000 or more on your Account Anniversary.

If you make a full withdrawal of your Account, we will deduct the full amount of the Account Fee at the time of the withdrawal. In addition, on the Annuity Commencement Date we will deduct a pro rata portion of the Account Fee to reflect the time elapsed between the last Account Anniversary and the day before the Annuity Commencement Date.

After the Annuity Commencement Date, we will deduct an annual Account Fee of $35 in the aggregate in equal amounts from each Variable Annuity payment we make during the year. We do not deduct any Account Fee from Fixed Annuity payments.

Administrative Expense Charge

We deduct an administrative expense charge from the assets of the Variable Account at an annual effective rate equal to 0.15% during both the Accumulation Phase and the Income Phase. This charge is designed to reimburse us for expenses we incur in administering the Contracts, Participant Accounts and the Variable Account that are not covered by the annual Account Fee.

Mortality and Expense Risk Charge

During the Accumulation Phase, we deduct a mortality and expense risk charge from the assets of the Variable Account at an effective annual rate equal to 1.00%, if your initial Purchase Payment was less than $1,000,000, or 0.85% if your initial Purchase Payment was $1,000,000 or more. However, if you annuitize your Contract prior to your eighth Contract Anniversary, we will deduct an additional 0.25% during the Income Phase to offset the increased mortality risk during this phase. The mortality risk we assume arises from our contractual obligation to continue to make annuity payments to each Annuitant, regardless of how long the Annuitant lives and regardless of how long all Annuitants as a group live. This obligation assures each Annuitant that neither the longevity of fellow Annuitants nor an improvement in life expectancy generally will have an adverse effect on the amount of any annuity payment received under the Contract. The mortality risk also arises from our contractual obligation to pay a death benefit upon the death of the Participant prior to the Annuity Commencement Date. The expense risk we assume is the risk that the annual Account Fee and the administrative expense charge we assess under the Contract may be insufficient to cover the actual total administrative expenses we incur. If the amount of the charge is insufficient to cover the mortality and expense risks, we will bear the loss. If the amount of the charge is more than sufficient to cover the risks, we will make a profit on the charge. We may use this profit for any proper corporate purpose, including the payment of marketing and distribution expenses for the Contract.

Charges for Optional Death Benefit Riders

If you elect an optional death benefit rider, we will deduct, during the Accumulation Phase, a charge from the assets of the Variable Account depending upon which of the optional death benefit rider(s) you elect.

   

% of Average

 

Rider(s) You Elect*

Daily Net Assets

 

"EEB"

0.15%

 

"MAV"

0.15%

 

"5% Roll-Up"

0.15%

 

"EEB" and "MAV"

0.25%

 

"EEB" and "5% Roll-Up"

0.25%

 

"MAV" and "5% Roll-Up"

0.25%

 

"EEB Plus"

0.25%

 

"EEB" and "MAV" and "5% Roll-Up"

0.40%

 

"EEB Plus with MAV"

0.40%

 

"EEB Plus with 5% Roll-Up"

0.40%

                                                                                                              

                                          *As defined below

Premium Taxes

Some states and local jurisdictions impose a premium tax on us that is equal to a specified percentage of the Purchase Payments you make. In many states there is no premium tax. We believe that the amounts of applicable premium taxes currently range from 0% to 3.5%. You should consult a qualified tax professional to find out if your state imposes a premium tax and the amount of any tax.

In order to reimburse us for the premium tax we may pay on Purchase Payments, our policy is to deduct the amount of such taxes from the amount you apply to provide an annuity at the time of annuitization. However, we reserve the right to deduct the amount of any applicable tax from your Account at any time, including at the time you make a Purchase Payment or make a full or partial withdrawal. We do not make any profit on the deductions we make to reimburse premium taxes.

Fund Expenses

There are fees and charges deducted from each Fund. These fees and expenses are described in the Fund prospectus(es) and related Statements of Additional Information.

Modification in the Case of Group Contracts

For Group Contracts, we may modify the annual Account Fee, the administrative expense charge and the mortality and expense risk charge upon notice to Owners. However, such modification will apply only with respect to Participant Accounts established after the effective date of the modification.

DEATH BENEFIT

If the Covered Person dies during the Accumulation Phase, we will pay a death benefit to the designated Beneficiary(ies), using the payment method elected (a single cash payment or one of our Annuity Options). If the Beneficiary is not living on the date of death of the Covered Person, we will pay the death benefit in one sum to your estate. We do not pay a death benefit if the Covered Person dies during the Income Phase. However, the Beneficiary will receive any annuity payments provided under an Annuity Option that is in effect. If the Contract names more than one Covered Person, we will pay the death benefit upon the first death of such Covered Persons.

Amount of Death Benefit

To calculate the amount of the death benefit, we use a "Death Benefit Date." The Death Benefit Date is the date we receive proof of the death of the Covered Person in an acceptable form ("Due Proof of Death") if you have elected a death benefit payment method before the death of the Covered Person and it remains in effect. Otherwise, the Death Benefit Date is the later of the date we receive Due Proof of Death or the date we receive the Beneficiary's election of either payment method or, if the Beneficiary is your spouse, Contract continuation. If we do not receive the Beneficiary's election within 60 days after we receive Due Proof of Death, we reserve the right to provide a lump sum to your Beneficiary.

The amount of the death benefit is determined as of the Death Benefit Date.

The Basic Death Benefit

In general, if you were 85 or younger on your Contract Date (the date we accepted your first Purchase Payment), the death benefit will be the greatest of the following amounts:

(1)

your Account Value for the Valuation Period during which the Death Benefit Date occurs;

   

(2)

the amount we would pay if you had surrendered your entire Account on the Death Benefit Date; and

   

(3)

your total Purchase Payments (adjusted for partial withdrawals as described in "Calculating the Death Benefit") as of the Death Benefit Date.

For examples of how to calculate this basic death benefit, see Appendix C.

If you were 86 or older on your Contract Date, the death benefit is equal to amount (2) above. Because this amount will reflect any applicable withdrawal charges and Market Value Adjustment, it may be less than your Account Value.

Optional Death Benefit Riders

Subject to availability in your state, you may enhance the "Basic Death Benefit" by electing one or more of the following optional death benefit riders. You must make your election before the date on which your Contract becomes effective. You will pay a charge for each optional death benefit rider you elect. (For a description of these charges, see "Charges for Optional Death Benefit Riders.") The riders are available only if you are younger than 80 on the Contract Date. Any optional death benefit election may not be changed after the Contract is issued. The death benefit under all optional death benefit riders will be adjusted for all partial withdrawals as described in the Prospectus under the heading "Calculating the Death Benefit." For examples of how the death benefit is calculated under the optional death benefit riders, see Appendices D -- H.

If your Contract is a Qualified Contract, required minimum distributions under the Internal Revenue Code may affect the value of this optional Benefit to you. Please refer to "Impact of Optional Death Benefit Riders" under "TAX CONSIDERATIONS" for more information regarding tax issues that you should consider before electing this optional Benefit.

     Maximum Anniversary Account Value ("MAV") Rider

Under this rider, the death benefit will be the greater of:

l

the amount payable under the basic death benefit above, or

   

l

your highest Account Value on any Account Anniversary before your 81st birthday, adjusted for any subsequent Purchase Payments and partial withdrawals made between that Account Anniversary and the Death Benefit Date.

 

     5% Premium Roll-Up ("5% Roll-Up") Rider

Under this rider, the death benefit will be the greater of:

l

the amount payable under the basic death benefit above, or

   

l

the sum of your total Purchase Payments plus interest accruals, adjusted for partial withdrawals.

Under this rider, interest accrues at a rate of 5% per year on Purchase Payments and transfers to the Variable Account while they remain in the Variable Account. The 5% interest accruals will continue until the earlier of:

l

the first day of the month following your 80th birthday, or

   

l

the day the death benefit amount under this rider equals twice the total of your Purchase Payments and transferred amounts, adjusted for withdrawals.

     Earnings Enhancement ("EEB") Rider

If you elect this EEB Rider, your death benefit will be the amount payable under the basic death benefit, PLUS the "EEB amount." Calculated as of your Death Benefit Date, the "EEB amount" is determined as follows:

l

If you are 69 or younger on your Contract Date, the "EEB amount" will be 40% of the difference between your Account Value and your Net Purchase Payments, up to a cap of 40% of the Net Purchase Payments made prior to your death.

   

l

If you are between the ages of 70 and 79 on your Contract Date, the "EEB amount" will be 25% of the difference between your Account Value and your Net Purchase Payments, up to a cap of 25% of the Net Purchase Payments prior to your death.

     Earnings Enhancement Plus ("EEB Plus") Rider

If you elect this EEB Plus Rider, your death benefit will be the amount payable under the basic death benefit, PLUS the "EEB Plus amount." Calculated as of the Death Benefit Date, the "EEB Plus amount" is determined as follows:

l

If you are 69 or younger on your Contract Date, the "EEB Plus amount" will be 40% of the difference between your Account Value and your Net Purchase Payments, up to a cap of 100% of the Net Purchase Payments made prior to your death. After the 7th Contract year, the cap is 100% of the difference between your Net Purchase Payments and any Purchase Payments made within the twelve months prior to your death.

   

l

If you are between the ages of 70 and 79 on your Contract Date, the "EEB Plus amount" will be 25% of the difference between your Account Value and your Net Purchase Payments, up to a cap of 40% of the Net Purchase Payments made prior to your death. After the 7th Contract year, the cap is 40% of the difference between your Net Purchase Payments and any Purchase Payments made in the twelve months prior to your death.

     Earnings Enhancement Plus With MAV ("EEB Plus MAV") Rider

If you elect this EEB Plus MAV Rider, your death benefit will be the death benefit payable under the MAV Rider plus the "EEB Plus MAV amount." Calculated as of your Death Benefit Date, the "EEB Plus MAV amount" is as follows:

l

If you are 69 or younger on your Contract Date, the "EEB Plus MAV amount" will be 40% of the difference between the death benefit payable under the MAV Rider and your Net Purchase Payments, up to a cap of 100% of Net Purchase Payments made prior to your death. After your 7th Contract year, the cap is 100% of the difference between your Net Purchase Payments and any Purchase Payments made in the twelve months prior to your death.

   

l

If you are between the ages of 70 and 79 on your Contract Date, the "EEB Plus MAV amount" will be 25% of the difference between the death benefit payable under the MAV Rider and your Net Purchase Payments, up to a cap of 40% of Net Purchase Payments made prior to your death. After your 7th Contract year, the cap is 40% of the difference between your Net Purchase Payments and any Purchase Payments made in the twelve months prior to your death.

     Earnings Enhancement Plus with 5% Roll-Up ("EEB Plus 5% Roll-Up") Rider

If you elect this EEB Plus 5% Roll-Up Rider, your death benefit will be the death benefit payable under the 5% Roll-Up Rider plus the "EEB Plus 5% Roll-Up amount." Calculated as of your Death Benefit Date, the "EEB Plus 5% Roll-Up amount" is determined as follows:

l

If you are 69 or younger on your Contract Date, the "EEB Plus 5% Roll-Up amount" will be 40% of the difference between the death benefit payable under the 5% Roll-Up Rider and your Net Purchase Payments, up to a cap of 100% of Net Purchase Payments made prior to your death. After your 7th Contract year, the cap is 100% of the difference between your Net Purchase Payments and any Purchase Payments made in the twelve months prior to your death.

   

l

If you are between the ages of 70 and 79 on your Contract Date, the "EEB Plus 5% Roll-Up amount" will be 25% of the difference between the death benefit payable under the 5% Roll-Up Rider and your Net Purchase Payments, up to a cap of 40% of Net Purchase Payments made prior to your death. After your 7th Contract year, the cap is 40% of the difference between your Net Purchase Payments and any Purchase Payments made in the twelve months prior to your death.

     Selecting Multiple Death Benefit Riders

The MAV Rider, the 5% Roll-Up Rider, and the EEB Rider can be combined. If you elect more than one of these three optional death benefit riders, your death benefit will be calculated as follows:

l

MAV Rider combined with 5% Roll-Up Rider: The death benefit will equal the greater of the death benefit under the MAV Rider and the death benefit under the 5% Roll-Up Rider.

   

l

MAV Rider combined with EEB Rider: The death benefit will equal the death benefit under the MAV Rider, plus the "EEB amount." The "EEB amount" is calculated using the Account Value before the application of the MAV Rider.

   

l

EEB Rider combined with 5% Roll-Up Rider: The death benefit will equal the death benefit under the 5% Roll-Up Rider, plus the "EEB amount." The "EEB amount" is calculated using the Account Value before the application of the 5% Roll-Up Rider.

   

l

MAV Rider, the 5% Roll-Up Rider and the EEB Rider: The death benefit will equal the greater of the death benefit under the MAV Rider or the death benefit under the 5% Roll-Up Rider, plus the "EEB amount." The "EEB amount" is calculated using the Account Value before the application of the 5% Roll-Up Rider and the MAV Rider.

The EEB Plus, EEB Plus MAV, and EEB Plus 5% Roll-Up Riders are designed to be "comprehensive" riders and may not be combined with each other or with any of the other death benefit riders.

Spousal Continuance

If your spouse is your Beneficiary, upon your death your spouse may elect to continue the Contract as the Participant, rather than receive the death benefit amount. In that case, we will not pay a death benefit, but the Contract's Account Value will be equal to your Contract's death benefit amount, as defined under the "Basic Death Benefit" or any optional death benefit rider you have selected. All Contract provisions, including any optional death benefit riders you have selected, will continue as if your spouse had purchased the Contract on the Death Benefit Date with a deposit equal to the death benefit amount. For purposes of calculating death benefits and expenses from that date forward, your spouse's age on the original effective date of the Contract will be used. Upon surrender or annuitization, this step-up to the spouse will not be treated as premium, but will be treated as income.

Calculating the Death Benefit

In calculating the death benefit amount payable under option (3) of the "Basic Death Benefit" or any of the optional death benefit riders, any partial withdrawals will reduce the death benefit amount to an amount equal to the death benefit amount immediately before the withdrawal multiplied by the ratio of the Account Value immediately after the withdrawal to the Account Value immediately before the withdrawal.

If the death benefit is the amount payable under options (2) or (3) of the "Basic Death Benefit" or under any of the optional death benefit riders, your Account Value may be increased by the excess, if any, of that amount over option (1) of the "Basic Death Benefit." Any such increase will be allocated to the Sub-Accounts in proportion to your Account Value in those Sub-Accounts on the Death Benefit Date. Such increase will be made only if the Beneficiary elects to annuitize, elects to defer annuitization, or elects to continue the Contract. Also, any portion of this new Account Value attributed to the Fixed Account will be transferred to the available Money Market Fund investment option (without the application of a Market Value Adjustment). If your spouse, as the named Beneficiary, elects to continue the Contract after your death, your spouse may transfer any such Fixed Account portion back to the Fixed Account and begin a new Guarantee Period.

Method of Paying Death Benefit

The death benefit may be paid in a single cash payment or as an annuity (either fixed, variable or a combination), under one or more of our Annuity Options. We describe the Annuity Options in this Prospectus under "The Income Phase -- Annuity Provisions."

During the Accumulation Phase, you may elect the method of payment for the death benefit. These elections are made by sending us at our Service Address an election form, which we will provide. If no such election is in effect on the date of your death, the Beneficiary may elect either a single cash payment or an annuity. If the Beneficiary is your spouse, the Beneficiary may elect to continue the Contract. This election is made by sending us a letter of instruction. If we do not receive the Beneficiary's election within 60 days after we receive Due Proof of Death, we will pay the death benefit in a single cash payment.

If we pay the death benefit in the form of an Annuity Option, the Beneficiary becomes the Annuitant/Payee under the terms of that Annuity Option.

Non-Qualified Contracts

If your Contract is a Non-Qualified Contract, special distribution rules apply to the payment of the death benefit. The amount of the death benefit must be distributed either (1) as a lump sum within 5 years after your death, or (2) if in the form of an annuity, over a period not greater than the life or expected life of the "designated beneficiary" within the meaning of Section 72(s) of the Internal Revenue Code, with payments beginning no later than one year after your death.

The person you have named as Beneficiary under your Contract, if any, will be the "designated beneficiary." If the named Beneficiary is not living and no contingent beneficiary has been named, the surviving Participant, if any, or the estate of the deceased Participant automatically becomes the designated beneficiary.

If the designated beneficiary is your surviving spouse, your spouse may continue the Contract in his or her own name as Participant. To make this election, your spouse must give us written notification within 60 days after we receive Due Proof of Death. The special distribution rules will then apply on the death of your spouse. To understand what happens when your spouse continues the Contract, see "Spousal Continuance," above.

During the Income Phase, if the Annuitant dies, the remaining value of the Annuity Option in place must be distributed at least as rapidly as the method of distribution under that option.

If the Participant is not a natural person, these distribution rules apply upon the death of -any Annuitant.

Payments made in contravention of these special rules would adversely affect the treatment of the Contracts as annuity contracts under the Internal Revenue Code. Neither you nor the Beneficiary may exercise rights that would have that effect.

Selection and Change of Beneficiary

You select your Beneficiary in your Application. You may change your Beneficiary at any time by sending us written notice on our required form, unless you previously made an irrevocable Beneficiary designation. A new Beneficiary designation is not effective until we record the change.

Payment of Death Benefit

Payment of the death benefit in cash will be made within 7 days of the Death Benefit Date, except if we are permitted to defer payment in accordance with the Investment Company Act of 1940. If an Annuity Option is elected, the Annuity Commencement Date will be the first day of the second calendar month following the Death Benefit Date, and your Account will remain in effect until the Annuity Commencement Date.

Due Proof of Death

We accept any of the following as proof of any person's death:

l

an original certified copy of an official death certificate;

   

l

an original certified copy of a decree of a court of competent jurisdiction as to the finding of death; or

   

l

any other proof we find satisfactory.

THE INCOME PHASE - ANNUITY PROVISIONS

During the Income Phase, we make regular monthly annuity payments to the Annuitant.

The Income Phase of your Contract begins with the Annuity Commencement Date. On that date, we apply your Account Value, adjusted as described below, under the Annuity Option(s) you have selected, and we make the first annuity payment.

Once the Income Phase begins, no lump sum settlement option or cash withdrawals are permitted, except pursuant to Annuity Option D, Monthly Payments for a Specified Period Certain, as described below under the heading "Annuity Options," and you cannot change the Annuity Option selected. You may request a full withdrawal before the Annuity Commencement Date, which will be subject to all charges applicable on withdrawals. (See "Withdrawals, Withdrawal Charge and Market Value Adjustment.")

Selection of the Annuitant or Co-Annuitant

You select the Annuitant in your Application. The Annuitant is the person who receives annuity payments during the Income Phase and on whose life these payments are based. In your Contract, the Annuity Option(s) refer to the Annuitant as the "Payee." If you name someone other than yourself as Annuitant and the Annuitant dies before the Income Phase, you become the Annuitant.

In a Non-Qualified Contract, if you name someone other than yourself as Annuitant, you may also select a Co-Annuitant, who will become the new Annuitant if the original Annuitant dies before the Income Phase. If both the Annuitant and Co-Annuitant die before the Income Phase, you become the Annuitant. If you have named both an Annuitant and a Co-Annuitant, you may designate one of them to become the sole Annuitant as of the Annuity Commencement Date, if both are living at that time. If you have not made that designation on the 30th day before the Annuity Commencement Date, and both the Annuitant and the Co-Annuitant are still living, the Co-Annuitant will become the Annuitant.

When an Annuity Option has been selected as the method of paying the death benefit, the Beneficiary is the Payee of the annuity payment.

Selection of the Annuity Commencement Date

You select the Annuity Commencement Date in your Application. The following restrictions apply to the date you may select:

l

The earliest possible Annuity Commencement Date is the first day of the second month following your Contract Date.

   

l

The latest possible Annuity Commencement Date is the first day of the month following the Annuitant's 95th birthday or, if there is a Co-Annuitant, the 95th birthday of the younger of the Annuitant and Co-Annuitant.

   

l

The Annuity Commencement Date must always be the first day of a month.

You may change the Annuity Commencement Date from time to time by sending us written notice, in a form acceptable to us, with the following additional limitations:

l

We must receive your notice, in good order, at least 30 days before the current Annuity Commencement Date.

   

l

The new Annuity Commencement Date must be at least 30 days after we receive the notice.

There may be other restrictions on your selection of the Annuity Commencement Date imposed by your retirement plan or applicable law. In most situations, current law requires that for a Qualified Contract, certain minimum distributions must commence no later than April 1 following the year the Annuitant reaches age 70 1/2 (or, for Qualified Contracts other than IRAs, no later than April 1 following the year the Annuitant retires, if later than the year the Annuitant reaches age 70 1/2).

Annuity Options

We offer the following Annuity Options for payments during the Income Phase. Each Annuity Option may be selected for a Variable Annuity, a Fixed Annuity, or a combination of both. We may also agree to other settlement options, at our discretion.

     Annuity Option A - Life Annuity

We provide monthly payments during the lifetime of the Annuitant. Annuity payments stop when the Annuitant dies. There is no provision for continuation of any payments to a Beneficiary.

     Annuity Option B - Life Annuity with 60, 120, 180 or 240 Monthly Payments Certain

We make monthly payments during the lifetime of the Annuitant. In addition, we guarantee that the Beneficiary will receive monthly payments for the remainder of the period certain, if the Annuitant dies during that period. The election of a longer period results in smaller monthly payments. If no Beneficiary is designated, we pay the discounted value of the remaining payments in one sum to the Annuitant's estate. The Beneficiary may also elect to receive the discounted value of the remaining payments in one sum. The discount rate for a Variable Annuity will be the assumed interest rate in effect; the discount rate for a Fixed Annuity will be based on the interest rate we used to determine the amount of each payment.

     Annuity Option C - Joint and Survivor Annuity

We make monthly payments during the lifetime of the Annuitant and another person you designate and during the lifetime of the survivor of the two. We stop making payments when the survivor dies. There is no provision for continuance of any payments to a Beneficiary.

     Annuity Option D - Monthly Payments for a Specified Period Certain

We make monthly payments for a specified period of time from 5 to 30 years, as you elect. If payments under this option are paid on a variable annuity basis, the Annuitant may elect to receive, at any time, some or all of the discounted value of the remaining payments, less any applicable withdrawal charge; the discount rate for this purpose will be the assumed interest rate in effect. If the Annuitant dies during the period selected, the remaining income payments are made as described under Annuity Option B. The election of this Annuity Option may result in the imposition of a penalty tax. The 5, 6, 7, 8 and 9-year period certain options are not available if your Account has been issued within the past 7 years.

Selection of Annuity Option

You select one or more of the Annuity Options, which you may change from time to time during the Accumulation Phase, as long as we receive your selection or change in writing at least 30 days before the Annuity Commencement Date. If we have not received your written selection on the 30th day before the Annuity Commencement Date, you will receive Annuity Option B, for a life annuity with 120 monthly payments certain.

You may specify the proportion of your Adjusted Account Value you wish to provide a Variable Annuity or a Fixed Annuity. Under a Variable Annuity, the dollar amount of payments will vary, while under a Fixed Annuity, the dollar amount of payments will remain the same. If you do not specify a Variable Annuity or a Fixed Annuity, your Adjusted Account Value will be divided between Variable Annuities and Fixed Annuities in the same proportions as your Account Value was divided between the Variable and Fixed Accounts on the Annuity Commencement Date. You may allocate your Adjusted Account Value applied to a Variable Annuity among the Sub-Accounts, or we will use your existing allocations.

There may be additional limitations on the options you may elect under your particular retirement plan or applicable law.

Remember that the Annuity Options may not be changed once annuity payments begin.

Amount of Annuity Payments

     Adjusted Account Value

The Adjusted Account Value is the amount we apply to provide a Variable Annuity and/or a Fixed Annuity. We calculate Adjusted Account Value by taking your Account Value on the Business Day just before the Annuity Commencement Date and making the following adjustments:

l

We deduct a proportional amount of the Account Fee, based on the fraction of the current Account Year that has elapsed.

   

l

If applicable, we apply the Market Value Adjustment to your Account Value in the Fixed Account, which may result in a deduction, an addition, or no change.

   

l

We deduct any applicable premium tax or similar tax if not previously deducted.

     Variable Annuity Payments

On the Annuity Commencement Date, we will exchange your Account's Variable Annuity Units for Annuitization Units which have annual insurance charges of 1.15% of your average daily net assets (1.00% if your initial Purchase Payment was $1,000,000 or more). If your Annuity Commencement Date is within 7 years of the Contract Date, the annual insurance charges will be increased by 0.25%. Variable Annuity payments may vary each month. We determine the dollar amount of the first payment using the portion of your Adjusted Account Value applied to a Variable Annuity and the Annuity Payment Rates in your Contract, which are based on an assumed interest rate of 3% per year, compounded annually. See "Annuity Payment Rates."

To calculate the remaining payments, we convert the amount of the first payment into Annuity Units for each Sub-Account; we determine the number of those Annuity Units by dividing the portion of the first payment attributable to the Sub-Account by the Annuity Unit Value of that Sub-Account for the Valuation Period ending just before the Annuity Commencement Date. This number of Annuity Units for each Sub-Account will remain constant (unless the Annuitant requests an exchange of Annuity Units). However, the dollar amount of the next Variable Annuity payment -- which is the sum of the number of Annuity Units for each Sub-Account times its Annuity Unit Value for the Valuation Period ending just before the date of the payment -- will increase, decrease, or remain the same, depending on the net investment return of the Sub-Accounts.

If the net investment return of the Sub-Accounts selected is the same as the assumed interest rate of 3%, compounded annually, the payments will remain level. If the net investment return exceeds the assumed interest rate, payments will increase and, conversely, if it is less than the assumed interest rate, payments will decrease.

Please refer to the Statement of Additional Information for more information about calculating Variable Annuity Units and Variable Annuity payments, including examples of these calculations.

     Fixed Annuity Payments

Fixed Annuity payments are the same each month. We determine the dollar amount of each Fixed Annuity payment using the fixed portion of your Adjusted Account Value and the applicable Annuity Payment Rates. These will be either (1) the rates in your Contract, which are based on a minimum guaranteed interest rate of 2.5% per year, compounded annually, or (2) new rates we have published and are using on the Annuity Commencement Date, if they are more favorable. See "Annuity Payment Rates."

     Minimum Payments

If your Adjusted Account Value is less than $2,000, or the first annuity payment for any Annuity Option is less than $20, we will pay the Adjusted Account Value to the Annuitant in one payment.

Exchange of Variable Annuity Units

During the Income Phase, the Annuitant may exchange Annuity Units in one Sub-Account for Annuity Units in another Sub-Account, up to 12 times each Account Year. To make an exchange, the Annuitant sends us, at our Annuity Mailing Address, a written request stating the number of Annuity Units in the Sub-Account he or she wishes to exchange and the new Sub-Account for which Annuity Units are requested. The number of new Annuity Units will be calculated so the dollar amount of an annuity payment on the date of the exchange would not be affected. To calculate this number, we use Annuity Unit values for the Valuation Period during which we receive the exchange request.

Before exchanging Annuity Units in one Sub-Account for those in another, the Annuitant should carefully review the Fund prospectus(es) for the investment objectives and risk disclosure of the Funds in which the Sub-Accounts invest.

During the Income Phase, we permit only exchanges among Sub-Accounts. No exchanges to or from a Fixed Annuity are permitted.

Account Fee

During the Income Phase, we deduct the annual Account Fee of $35 in equal amounts from each Variable Annuity payment. We do not deduct the annual Account Fee from Fixed Annuity payments.

Annuity Payment Rates

The Contracts contain Annuity Payment Rates for each Annuity Option described in this Prospectus. The rates show, for each $1,000 applied, the dollar amount of (a) the first monthly Variable Annuity payment based on the assumed interest rate specified in the applicable Contract (3% per year, compounded annually), and (b) the monthly Fixed Annuity payment, when this payment is based on the minimum guaranteed interest rate specified in the Contract (at least 2.5% per year, compounded annually). We may change these rates under Group Contracts for Accounts established after the effective date of such change (see "Other Contract Provisions -- Modification").

The Annuity Payment Rates may vary according to the Annuity Option elected and the adjusted age of the Annuitant. The Contracts also describe the method of determining the adjusted age of the Annuitant. The mortality table used in determining the Annuity Payment Rates for Annuity Options A, B and C is the Annuity 2000 Table.

Annuity Options as Method of Payment for Death Benefit

You or your Beneficiary may also select one or more Annuity Options to be used in the event of the covered person's death before the Income Phase, as described under the "Death Benefit" section of this Prospectus. In that case, your Beneficiary will be the Annuitant. The Annuity Commencement Date will be the first day of the second month beginning after the Death Benefit Date.

OTHER CONTRACT PROVISIONS

Exercise of Contract Rights

An Individual Contract belongs to the individual to whom the Contract is issued. A Group Contract belongs to the Owner. In the case of a Group Contract, the Owner may expressly reserve all Contract rights and privileges; otherwise, each Participant will be entitled to exercise such rights and privileges. In any case, such rights and privileges can be exercised without the consent of the Beneficiary (other than an irrevocably designated Beneficiary) or any other person. Such rights and privileges may be exercised only before the Annuity Commencement Date, except as the Contract otherwise provides.

The Annuitant becomes the Payee on and after the Annuity Commencement Date. The Beneficiary becomes the Payee on the death of the Participant prior to the Annuity Commencement Date, or on the death of the Annuitant after the Annuity Commencement Date. Such Payee may thereafter exercise such rights and privileges, if any, of ownership which continue.

Change of Ownership

Ownership of a Qualified Contract may not be transferred except to: (1) the Annuitant; (2) a trustee or successor trustee of a pension or profit sharing trust which is qualified under Section 401 of the Internal Revenue Code; (3) the employer of the Annuitant, provided that the Qualified Contract after transfer is maintained under the terms of a retirement plan qualified under Section 403(a) of the Internal Revenue Code for the benefit of the Annuitant; (4) the trustee or custodian of an individual retirement account plan qualified under Section 408 of the Internal Revenue Code for the benefit of the Participants under a Group Contract; or (5) as otherwise permitted from time to time by laws and regulations governing the retirement or deferred compensation plans for which a Qualified Contract may be issued. Subject to the foregoing, a Qualified Contract may not be sold, assigned, transferred, discounted or pledged as collateral for a loan or as security for the performance of an obligation or for any other purpose to any person other than the Company.

The Owner of a Non-Qualified Contract may change the ownership of the Contract prior to the Annuity Commencement Date; and each Participant, in like manner, may change the ownership interest in a Contract. A change of ownership will not be binding on us until we receive written notification. When we receive such notification, the change will be effective as of the date on which the request for change was signed by the Owner or Participant, as appropriate, but the change will be without prejudice to us on account of any payment we make or any action we take before receiving the change. If you change the Owner of a Non-Qualified Contract, you will become immediately liable for the payment of taxes on any gain realized under the Contract prior to the change of ownership, including possible liability for a 10% federal excise tax.

Change of ownership may affect the availability of optional death benefit riders or the expenses incurred with the optional death benefit riders.

Voting of Fund Shares

We will vote Fund shares held by the Sub-Accounts at meetings of shareholders of the Funds or in connection with similar solicitations, but will follow voting instructions received from persons having the right to give voting instructions. During the Accumulation Phase, you will have the right to give voting instructions, in the case of a Group Contract where the Owner has reserved this right. During the Income Phase, the Payee -- that is the Annuitant or Beneficiary entitled to receive benefits -- is the person having such voting rights. We will vote any shares attributable to us and Fund shares for which no timely voting instructions are received in the same proportion as the shares for which we receive instructions from Owners, Participants and Payees, as applicable.

Owners of Qualified Contracts issued on a group basis may be subject to other voting provisions of the particular plan and of the Investment Company Act of 1940. Employees who contribute to plans that are funded by the Contracts may be entitled to instruct the Owners as to how to instruct us to vote the Fund shares attributable to their contributions. Such plans may also provide the additional extent, if any, to which the Owners shall follow voting instructions of persons with rights under the plans. If no voting instructions are received from any such person with respect to a particular Participant Account, the Owner may instruct the Company as to how to vote the number of Fund shares for which instructions may be given.

Neither the Variable Account nor the Company is under any duty to provide information concerning the voting instruction rights of persons who may have such rights under plans, other than rights afforded by the Investment Company Act of 1940, or any duty to inquire as to the instructions received or the authority of Owners, Participants or others, as applicable, to instruct the voting of Fund shares. Except as the Variable Account or the Company has actual knowledge to the contrary, the instructions given by Owners under Group Contracts and Payees will be valid as they affect the Variable Account, the Company and any others having voting instruction rights with respect to the Variable Account.

All Fund proxy material, together with an appropriate form to be used to give voting instructions, will be provided to each person having the right to give voting instructions at least 10 days prior to each meeting of the shareholders of the Fund. We will determine the number of Fund shares as to which each such person is entitled to give instructions as of the record date set by the Fund for such meeting, which is expected to be not more than 90 days prior to each such meeting. Prior to the Annuity Commencement Date, the number of Fund shares as to which voting instructions may be given to the Company is determined by dividing the value of all of the Variable Accumulation Units of the particular Sub-Account credited to the Participant Account by the net asset value of one Fund share as of the same date. On or after the Annuity Commencement Date, the number of Fund shares as to which such instructions may be given by a Payee is determined by dividing the reserve held by the Company in the Sub-Account with respect to the particular Payee by the net asset value of a Fund share as of the same date. After the Annuity Commencement Date, the number of Fund shares as to which a Payee is entitled to give voting instructions will generally decrease due to the decrease in the reserve.

Periodic Reports

During the Accumulation Period we will send you, or such other person having voting rights, at least once during each Account Year, a statement showing the number, type and value of Accumulation Units credited to your Account and the Fixed Accumulation Value of your Account, which statement shall be accurate as of a date not more than 2 months previous to the date of mailing. These periodic statements contain important information concerning your transactions with respect to your Contract. It is your obligation to review each such statement carefully and to report to us, at the address or telephone number provided on the statement, any errors or discrepancies in the information presented therein within 60 days of the date of such statement. Unless we receive notice of any such error or discrepancy from you within such period, we may not be responsible for correcting the error or discrepancy.

In addition, every person having voting rights will receive such reports or prospectuses concerning the Variable Account and the Funds as may be required by the Investment Company Act of 1940 and the Securities Act of 1933. We will also send such statements reflecting transactions in your Account as may be required by applicable laws, rules and regulations.

Upon request, we will provide you with information regarding fixed and variable accumulation values.

Substitution of Securities

Shares of any or all Funds may not always be available for investment under the Contract. We may add or delete Funds or other investment companies as variable investment options under the Contract. We may also substitute for the shares held in any Sub-Account shares of another Fund or shares of another registered open-end investment company or unit investment trust, provided that the substitution has been approved, if required, by the SEC. In the event of any substitution pursuant to this provision, we may make appropriate endorsement to the Contract to reflect the substitution.

Change in Operation of Variable Account

At our election and subject to any necessary vote by persons having the right to give instructions with respect to the voting of Fund shares held by the Sub-Accounts, the Variable Account may be operated as a management company under the Investment Company Act of 1940 or it may be deregistered under the Investment Company Act of 1940 in the event registration is no longer required. Deregistration of the Variable Account requires an order by the SEC. In the event of any change in the operation of the Variable Account pursuant to this provision, we may make appropriate endorsement to the Contract to reflect the change and take such other action as may be necessary and appropriate to effect the change.

Splitting Units

We reserve the right to split or combine the value of Variable Accumulation Units, Annuity Units or any of them. In effecting any such change of unit values, strict equity will be preserved and no change will have a material effect on the benefits or other provisions of the Contract.

Modification

Upon notice to the Participant, in the case of an Individual Contract, and the Owner and Participant(s), in the case of a Group Contract (or the Payee(s) during the Income Phase), we may modify the Contract if such modification: (i) is necessary to make the Contract or the Variable Account comply with any law or regulation issued by a governmental agency to which the Company or the Variable Account is subject; (ii) is necessary to assure continued qualification of the Contract under the Internal Revenue Code or other federal or state laws relating to retirement annuities or annuity contracts; (iii) is necessary to reflect a change in the operation of the Variable Account or the Sub-Account(s) (see "Change in Operation of Variable Account"); (iv) provides additional Variable Account and/or fixed accumulation options; or (v) as may otherwise be in the best interests of Owners, Participants, or Payees, as applicable. In the event of any such modification, we may make appropriate endorsement in the Contract to reflect such modification.

In addition, upon notice to the Owner, we may modify a Group Contract to change the withdrawal charges, Account Fee, mortality and expense risk charges, administrative expense charges, the tables used in determining the amount of the first monthly variable annuity and fixed annuity payments and the formula used to calculate the Market Value Adjustment, provided that such modification applies only to Participant Accounts established after the effective date of such modification. In order to exercise our modification rights in these particular instances, we must notify the Owner of such modification in writing. The notice shall specify the effective date of such modification which must be at least 60 days following the date we mail notice of modification. All of the charges and the annuity tables which are provided in the Group Contract prior to any such modification will remain in effect permanently, unless improved by the Company, with respect to Participant Accounts established prior to the effective date of such modification.

Discontinuance of New Participants

We may limit or discontinue the acceptance of new Applications and the issuance of new Certificates under a Group Contract by giving 30 days prior written notice to the Owner. This will not affect rights or benefits with respect to any Participant Accounts established under such Group Contract prior to the effective date of such limitation or discontinuance.

Reservation of Rights

We reserve the right, to the extent permitted by law, to: (1) combine any 2 or more variable accounts; (2) add or delete Funds, sub-series thereof or other investment companies and corresponding Sub-Accounts; (3) add or remove Guarantee Periods available at any time for election by a Participant; and (4) restrict or eliminate any of the voting rights of Participants (or Owners) or other persons who have voting rights as to the Variable Account. Where required by law, we will obtain approval of changes from Participants or any appropriate regulatory authority. In the event of any change pursuant to this provision, we may make appropriate endorsement to the Contract to reflect the change.

Right to Return

If you are not satisfied with your Contract, you may return it by mailing or delivering it to us at our Annuity Mailing Address, as shown on the cover of this Prospectus, within 10 days, or longer if required by your state, after it was delivered to you. State law may also allow you to return the Contract to your sales representative. When we receive the returned Contract, it will be cancelled and we will refund to you your Account Value. If applicable state law requires, we will return the full amount of any Purchase Payment(s) we received.

If you are establishing an Individual Retirement Annuity ("IRA"), the Internal Revenue Code requires that we give you a disclosure statement containing certain information about the Contract and applicable legal requirements. We must give you this statement on or before the date the IRA is established. If we give you the disclosure statement before the seventh day preceding the date the IRA is established, you will not have any right of revocation under the Code. If we give you the disclosure statement at a later date, then you may give us a notice of revocation at any time within 7 days after your Contract Date. Upon such revocation, we will refund your Purchase Payment(s). This right of revocation with respect to an IRA is in addition to the return privilege set forth in the preceding paragraph. We allow a Participant establishing an IRA a "ten day free-look," notwithstanding the provisions of the Internal Revenue Code.

TAX CONSIDERATIONS

This section provides general information on the federal income tax consequences of ownership of a Contract based upon our understanding of current federal tax laws. Actual federal tax consequences will vary depending on, among other things, the type of retirement plan under which your Contract is issued. Also, legislation altering the current tax treatment of annuity contracts could be enacted in the future and could apply retroactively to Contracts 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 Contract or any transaction involving any Contract. You should consult a qualified tax professional for advice before purchasing a Contract or executing any other transaction (such as a rollover, distribution, withdrawal or payment) involving a Contract.

U.S. Federal Income Tax Considerations

The following discussion applies only to those Contracts issued in the United States. For a discussion of tax considerations effecting Contracts issued in Puerto Rico, see "Puerto Rico Tax Considerations," below.

     Deductibility of Purchase Payments

For federal income tax purposes, Purchase Payments made under Non-Qualified Contracts are not deductible. Under certain circumstances, Purchase Payments made under Qualified Contracts may be excludible or deductible from taxable income. Any such amounts will also be excluded from the "investment in the contract" for purposes of determining the taxable portion of any distributions from a Qualified Contract. As a general rule, regardless of whether you own a Qualified or a Non-Qualified Contract, the amount of your tax liability on earnings and distributions will depend upon the specific tax rules applicable to your Contract and your particular circumstances.

     Pre-Distribution Taxation of Contracts

Generally, an increase in the value of a Contract will not give rise to a current income tax liability to the Owner of a Contract or to any payee under the Contract until a distribution is received from the Contract. However, certain assignments or pledges of a Contract or loans under a Contract will be treated as distributions to the Owner of the Contract and will accelerate the taxability of any increases in the value of a Contract.

Also, corporate (or other non-natural person) Owners of a Non-Qualified Contract will generally incur a current tax liability on Account Value increases. There are certain exceptions to this current taxation rule, including: (i) any Contract that is an "immediate annuity", which the Internal Revenue Code (the "Code") defines as a single premium contract with an annuity commencement date within one year of the date of purchase which provides for a series of substantially equal periodic payments (to be made not less frequently than annually) during the annuity period, and (ii) any Contract that the non-natural person holds as agent for a natural person (such as where a bank or other entity holds a Contract as trustee under a trust agreement).

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 Contract should be based on the assumption that the purchase of a Qualified Contract is necessary to obtain tax deferral under a qualified plan.

     Distributions and Withdrawals from Non-Qualified Contracts

The Account Value of a Non-Qualified Contract will generally include both (i) an amount attributable to Purchase Payments, the return of which will not be taxable, and (ii) an amount attributable to investment earnings, the receipt of which will be taxable at ordinary income rates. The relative portions of any particular distribution that derive from nontaxable Purchase Payments and taxable investment earnings depend upon the nature and the timing of that distribution.

Any withdrawal of less than your entire Account Value under a Non-Qualified Contract before the Annuity Commencement Date, must be treated as a receipt of investment earnings. You may not treat such withdrawals as a non-taxable return of Purchase Payments unless you have first withdrawn the entire amount of the Account Value that is attributable to investment earnings. For purposes of determining whether an Owner has withdrawn the entire amount of the investment earnings under a Non-Qualified Contract, the Code provides that all Non-Qualified deferred annuity contracts issued by the same company to the same Owner during any one calendar year must be treated as one annuity contract.

A Payee who receives annuity payments under a Non-Qualified Contract after the Annuity Commencement Date, will generally be able to treat a portion of each payment as a nontaxable return of Purchase Payments and to treat only the remainder of each such payment as taxable investment earnings. Until the Purchase Payments have been fully recovered in this manner, the nontaxable portion of each payment will be determined by the ratio of (i) the total amount of the Purchase Payments made under the Contract, to (ii) the Payee's expected return under the Contract. Once the Payee has received nontaxable payments in an amount equal to total Purchase Payments, no further exclusion is allowed and all future distributions will constitute fully taxable ordinary income. If payments are terminated upon the death of the Annuitant or other Payee before the Purchase Payments have been fully recovered, the unrecovered Purchase Payments may be deducted on the final return of the Annuitant or other Payee.

A penalty tax of 10% may also apply to taxable cash withdrawals including lump-sum payments from Non-Qualified Contracts. This penalty will generally not apply to distributions made after age 59 1/2, to distributions pursuant to the death or disability of the distributions that are a part of a series of substantially equal periodic payments made annually under a lifetime annuity, or to distributions under an immediate annuity (as defined above).

Death benefits paid upon the death of a contract Contract Owner are not life insurance benefits and will generally be includible in the income of the recipient to the extent they represent investment earnings under the contract. For this purpose, the amount of the "investment in the contract" is not affected by the Owner's or Annuitant's death, i.e., the investment in the Contract must still be determined by reference to the total Purchase Payments (excluding amounts that were deductible by, or excluded from the gross income of, the Owner of a Contract), less any Purchase Payments that were amounts previously received which were not includible in income. Special mandatory distribution rules also apply after the death of the Owner when the beneficiary is not the surviving spouse of the Owner.

If death benefits are distributed in a lump sum, the taxable amount of those benefits will be determined in the same manner as upon a full surrender of the contract. If death benefits are distributed under an annuity option, the taxable amount of those benefits will be determined in the same manner as annuity payments, as described above.

Any amounts held under a Non-Qualified Contract that are assigned or pledged as collateral for a loan will also be treated as if withdrawn from the Contract. In addition, upon the transfer of a Non-Qualified Contract by gift (other than to the Owner's spouse), the Owner must treat an amount equal to the Account Value minus the total amount paid for the Contract as income.

     Distributions and Withdrawals from Qualified Contracts

In most cases, all of the distributions you receive from a Qualified Contract will constitute fully taxable ordinary income. Also, a 10% penalty tax will apply to distributions prior to age 59 1/2, except in certain circumstances.

If you receive a distribution from a Qualified Contract used in connection with a qualified pension plan, from a tax-sheltered annuity or an individual retirement annuity "IRA" and roll over some or all that distribution to another eligible plan, following the rules set out in the Code and IRS regulations, the portion of such distribution that is rolled over will not be includible in your income. An eligible rollover distribution from a qualified plan or tax-sheltered annuity will be subject to 20% mandatory withholding as described below. Because the amount of the cash paid to you as an eligible rollover distribution will be reduced by this withholding, you will not be able to roll over the entire account balance under your Contract, unless you use other funds equal to the tax withholding to complete the rollover. Rollovers of IRA distributions are not subject to the 20% mandatory withholding requirement.

An eligible rollover distribution from a qualified plan or tax-sheltered annuity is any distribution of all or any portion of the balance to the credit of an employee, except that the term does not include:

l

a distribution which is one of a series of substantially equal periodic payments made annually under a lifetime annuity or for a specified period of ten years or more;

   

l

any required minimum distribution; or

   

l

any hardship distribution.

Only you or your surviving spouse Beneficiary may elect to roll over a distribution to an eligible retirement plan.

     Withholding

In the case of an eligible rollover distribution (as defined above) from a Qualified Contract (other than from an IRA), we (or the plan administrator) must withhold and remit to the U.S. Government 20% of the distribution, unless the Participant or Payee elects to make a direct rollover of the distribution to another qualified retirement plan that is eligible to receive the rollover; however, only you or your surviving spouse Beneficiary may elect a direct rollover. In the case of a distribution from (i) a Non-Qualified Contract, (ii) an IRA, or (iii) a Qualified Contract where the distribution is not an eligible rollover distribution, we will withhold and remit to the U.S. Government a part of the taxable portion of each distribution unless, prior to the distribution, the Participant or Payee provides us his or her taxpayer identification number and instructs us (in the manner prescribed) not to withhold. The Participant or Payee may credit against his or her federal income tax liability for the year of distribution any amounts that we (or the plan administrator) withhold.

     Investment Diversification and Control

The Treasury Department has issued regulations that prescribe investment diversification requirements for the mutual fund series underlying nonqualified variable contracts. All Non-Qualified Contracts must comply with these regulations to qualify as annuities for federal income tax purposes. The owner of a Non-Qualified Contract that does not meet these guidelines will be subject to current taxation on annual increases in value of the Contract. We believe that each Fund available as an investment option under the Contract complies with these regulations.

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 ownership in those assets, 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 Contract 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 Contract. In addition, the IRS and/or the Treasury Department may issue new rulings, interpretations or regulations on this subject in the future. Accordingly, we therefore reserve the right to modify the Contracts as necessary to attempt to prevent you from being considered the owner, for tax purposes, of the underlying assets. We also reserve the right to notify you if we determine that it is no longer practicable to maintain the Contract in a manner that was designed to prevent you from being considered the owner of the assets of the Separate Account. You bear the risk that you may be treated as the owner of Separate Account assets and taxed accordingly.

     Tax Treatment of the Company and the Variable Account

As a life insurance company under the Code, we will record and report operations of the Variable Account separately from other operations. The Variable Account will not, however, constitute a regulated investment company or any other type of taxable entity distinct from our other operations. Under present law, we will not incur tax on the income of the Variable Account (consisting primarily of interest, dividends, and net capital gains) if we use this income to increase reserves under Contracts participating in the Variable Account.

     Qualified Retirement Plans

"Qualified Contracts" are Contracts used with plans that receive tax-deferral treatment pursuant to specific provisions of the Code. Annuity contracts also receive tax-deferral treatment. It is not necessary that you purchase an annuity contract to receive the tax-deferral treatment available through a Qualified Contract. If you purchase this annuity Contract as a Qualified Contract, you do not received additional tax-deferral. Therefore, if you purchase this annuity Contract as a Qualified Contract, you should do so for reasons other than obtaining tax deferral.

You may use Qualified Contracts with several types of qualified retirement plans. Because tax consequences will vary with the type of qualified retirement plan and the plan's specific terms and conditions, we provide below only brief, general descriptions of the consequences that follow from using Qualified Contracts in connection with various types of qualified retirement plans. We stress that the rights of any person to any benefits under these plans may be subject to the terms and conditions of the plans themselves, regardless of the terms of the Qualified Contracts that you are using. These terms and conditions may include restrictions on, among other things, ownership, transferability, assignability, contributions and distributions.

     Pension and Profit-Sharing Plans

Sections 401(a), 401(k) and 403(a) of the Code permit business employers and certain associations to establish various types of retirement plans for employees. The Code requirements are similar for qualified retirement plans of corporations and those of self-employed individuals. Self-employed persons, as a general rule, may therefore use Qualified Contracts as a funding vehicle for their retirement plans.

     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 limitations, exclude the amount of purchase payments from gross income for tax purposes. The Code imposes restrictions on cash withdrawals from Section 403(b) annuities.

If the Contracts are to receive tax-deferred treatment, cash withdrawals of amounts attributable to salary reduction contributions (other than withdrawals of accumulation account value as of December 31, 1988) may be made only when the Participant attains age 59 1/2, has a severance from employment with the employer, dies or becomes disabled (within the meaning of Section 72(m)(7) of the Code). These restrictions apply to (i) any post-1988 salary reduction contributions, (ii) any growth or interest on post-1988 salary reduction contributions, (iii) any growth or interest on pre-1989 salary reduction contributions that occurs on or after January 1, 1989, and (iv) any pre-1989 salary reduction contributions since we do not maintain records that separately account for such contributions. It is permissible, however, to withdraw post-1988 salary reduction contributions (but not the earnings attributable to such contributions) in cases of financial hardship. While the Internal Revenue Service has not issued specific rules defining financial hardship, we expect that to qualify for a hardship distribution, the Participant must have an immediate and heavy bona fide financial need and lack other resources reasonably available to satisfy the need. Hardship withdrawals (as well as certain other premature withdrawals) will be subject to a 10% tax penalty, in addition to any withdrawal charge applicable under the Contracts. Under certain circumstances the 10% tax penalty will not apply if the withdrawal is for medical expenses.

Section 403(b) annuities, like IRAs, are subject to required minimum distributions under the Code. Section 403(b) annuities are unique, however, in that any account balance accruing before January 1, 1987 (the "pre-1987 balance") needs to comply with only the minimum distribution incidental benefit (MDIB) rule and not also with the minimum distribution rules set forth in Section 401(a)(9) of the Code. This special treatment for any pre-1987 balance is, however, conditioned upon the issuer identifying the pre-1987 balance and maintaining accurate records of changes to the balance. Since we do not maintain such records, your pre-1987 balance, if any, will not be eligible for special distribution treatment.

Under the terms of a particular Section 403(b) plan, the Participant may be entitled to transfer all or a portion of the Account 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 Arrangements

Sections 219 and 408 of the Code permit eligible individuals to contribute to a so-called "traditional" individual retirement program, including Individual Retirement Accounts and Annuities, Simplified Employee Pension Plans, and SIMPLE Retirement Accounts. Such IRAs are subject to limitations on contribution levels, the persons who may be eligible, and on the time when distributions may commence. In addition, certain distributions from some other types of retirement plans may be placed in an IRA on a tax-deferred basis. The Internal Revenue Service imposes special information requirements with respect to IRAs and we will provide purchasers of the Contracts as Individual Retirement Annuities with any necessary information. You will have the right to revoke a Contract issued as an Individual Retirement Annuity under certain circumstances, as described in the section of this Prospectus entitled "Right to Return." If your Contract is issued in connection with an Individual Retirement Account, we have no information about the Account and you should contact the Account's trustee or custodian.

     Roth Individual Retirement Arrangements

Section 408A of the Code permits an individual to contribute to an individual retirement program called a Roth IRA. Unlike contributions to a traditional IRA under Section 408 of the Code, contributions to a Roth IRA are not tax-deductible. Provided certain conditions are satisfied, distributions are generally tax-free. Like traditional IRAs, Roth IRAs are subject to limitations on contribution amounts and the timing of distributions. If you convert a traditional Individual Retirement Annuity Contract into a Roth IRA Contract or your Individual Retirement Account that holds a Contract is converted to a Roth Individual Retirement Account, the fair market value of the Contract is included in taxable income. Under IRS regulations and Revenue Procedure 2006-13, fair market value may exceed the Contract's account balance. Thus, you should consult with a qualified tax professional prior to any conversion.

The Internal Revenue Service imposes special information requirements with respect to Roth IRAs and we will provide the necessary information for Contracts issued as Roth Individual Retirement Annuities. If your Contract is issued in connection with a Roth Individual Retirement Account, we have no information about the Account and you should contact the Account's trustee or custodian.

     Impact of Optional Death Benefit Riders

Qualified Contracts. If your Contract is a traditional IRA 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 Contract's value 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 Contracts 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 Contract'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 as of 12/31 of any additional benefits that are provided under your Contract (such as optional death benefits) will be added to the Contract's Account Value as of 12/31 in order to calculate the RMD amount. There are two exceptions to the requirement that the actuarial present value of an additional benefit must be added to the Account Value for RMD calculation purposes. First, if the only additional benefit provided under a Contract 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 Value. Second, if (1) the Contract 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 Contract'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 Value. 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, your initial or renewal election of an optional rider could cause your RMD amount to be higher than it would be without such an election. Prior to electing to participate in (or, if applicable, prior to renewing your participation in) any optional rider, you should consult with a qualified tax professional as to the possible effect of that rider on your yearly RMD amounts.

You may take an RMD amount calculated for a particular IRA annuity from that annuity or from another IRA account or IRA annuity of yours. Similarly, you may take an RMD amount calculated for a particular TSA annuity from that annuity or from another TSA account or TSA annuity of yours. If your Qualified Contract is an asset of a qualified retirement plan, the qualified plan is subject to the RMD requirements and the Contract, as an asset of the qualified plan, may need to be used as a source of funds for the RMDs.

If your Contract is a traditional Individual Retirement Annuity or is held by your traditional Individual Retirement Account and you might convert in the future to a Roth IRA (see "Roth Individual Retirement Arrangements"), then your initial or renewal election of an optional rider could cause your taxable income upon conversion to be higher than it would be without such an election. Prior to electing to participate in (or, if applicable, prior to renewing your participation in) any optional death benefit, you should consult with a qualified tax professional as to the possible effect of that benefit on conversion taxable income.

Non-Qualified Contracts. We are required to make a determination as to the taxability of any withdrawal you make in order to be able to annually report to the IRS and you information about your withdrawal. Under the Internal Revenue Code, any withdrawal from a Non-Qualified Contract is taxable to the extent the annuity's cash value (determined without regard to surrender charges) exceeds the investment in the contract. There is no definition of "cash value" in the Code and, for tax reporting purposes, we are currently treating it as the Account Value of the Contract. However, there can be no assurance that the IRS will agree that this is the correct cash value. The IRS could, for example, determine that the cash value is the Account Value plus an additional amount representing the value of an optional rider. If this were to occur, election of an optional rider could cause any withdrawal to have a higher proportion of the withdrawal derived from taxable investment earnings. Prior to electing to participate in an optional rider , you should consult with a qualified tax professional as to the meaning of "cash value."

Puerto Rico Tax Considerations

The Contract offered by this Prospectus is considered an annuity contract under Section 1022 of the Puerto Rico Internal Revenue Code of 1994, as amended (the "1994 Code"). Under the current provisions of the 1994 Code, no income tax is payable on increases in value of accumulation shares of annuity units credited to a variable annuity contract until payments are made to the annuitant or other payee under such contract.

When payments are made from your Contract in the form of an annuity, the annuitant or other payee will be required to include as gross income the lesser of the amount received during the taxable year or the portion of the amount received equal to 3% of the aggregate premiums or other consideration paid for the annuity. The amount, if any, in excess of the included amount is excluded from gross income as a return of premium. After an amount equal to the aggregate premiums or other consideration paid for the annuity has been excluded from gross income, all of the subsequent annuity payments are considered to be taxable income.

When a payment under a Contract is made in a lump sum, the amount of the payment would be included in the gross income of the Annuitant or other Payee to the extent it exceeds the Annuitant's aggregate premiums or other consideration paid.

The provisions of the 1994 Code with respect to qualified retirement plans described in this Prospectus vary significantly from those under the Internal Revenue Code. We currently offer the Contract in Puerto Rico in connection with Individual Retirement Arrangements that qualify under the U.S. Internal Revenue Code but do not qualify under the Puerto Rico 1994 Code. See the applicable text of this Prospectus under the heading "Federal Tax Status" dealing with such Arrangements and their RMD requirements.. We may make Contracts available for use with other retirement plans that similarly qualify under the U.S. Internal Revenue Code but do not qualify under the Puerto Rico 1994 Code.

As a result of IRS Revenue Ruling 2004-75, as amplified by Revenue Ruling 2004-97, we will treat Contract distributions and withdrawals occurring on or after January 1, 2005 as U.S.-source income that is subject to U.S. income tax withholding and reporting. Under "TAX CONSIDERATIONS", see "Pre-Distribution Taxation of Contracts", "Distributions and Withdrawals from Non-Qualified Contracts", "Withholding" and "Non-Qualified Contracts". You should consult a qualified tax professional for advice regarding the effect of Revenue Ruling 2004-75 on you U.S. and Puerto Rico income tax situation/

For information regarding the income tax consequences of owning a Contract, you should consult a qualified tax professional.

ADMINISTRATION OF THE CONTRACT

We perform certain administrative functions relating to the Contract, Participant Accounts, and the Variable Account. These functions include, but are not limited to, maintaining the books and records of the Variable Account and the Sub-Accounts; maintaining records of the name, address, taxpayer identification number, Contract number, Participant Account number and type, the status of each Participant Account and other pertinent information necessary to the administration and operation of the Contract; processing Applications, Purchase Payments, transfers and full and partial withdrawals; issuing Contracts and Certificates; administering annuity payments; furnishing accounting and valuation services; reconciling and depositing cash receipts; providing confirmations; providing toll-free customer service lines; and furnishing telephonic transfer services.

DISTRIBUTION OF THE CONTRACT

.

We offer the Contract on a continuous basis. Contracts are sold by licensed insurance agents ("the Selling Agents") in those states where the Contract 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 the Company and the general distributor, Clarendon Insurance Agency, Inc. ("Clarendon"), One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481. Clarendon is a wholly-owned subsidiary of the Company, 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.

The Company (or its affiliates, for purposes of this section only, collectively, "the Company"), pays the Selling Broker-Dealers compensation for the promotion and sale of the Contract. The Selling Agents who solicit sales of the Contract typically receive a portion of the compensation paid by the Company 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 Contract Owner or the separate account. The Company intends to recoup this compensation through fees and charges imposed under the Contract, and from profits on payments received by the Company for providing administrative, marketing, and other support and services to the Funds.

The amount and timing of commissions the Company may pay to Selling Broker-Dealers may vary depending on the selling agreement but is not expected to be more than 8.50% of Purchase Payments, and 1.25% annually of the Participant's Account Value. The Company 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.

The Company also pays compensation to wholesaling broker-dealers or other firms or intermediaries, including payments to affiliates of the Company, in return for wholesaling services such as providing marketing and sales support, product training and administrative services to the Selling Agents of the Selling Broker-Dealers. These allowances may be based on a percentage of Purchase Payments and/or a percentage of Contract Value and/or may be a fixed dollar amount.

In addition to the compensation described above, the Company may make additional cash payments or reimbursements to Selling Broker-Dealers in recognition of their marketing and distribution, transaction processing and/or administrative services support. These payments are not offered to all Selling Broker-Dealers, and the terms of any particular agreement governing the payments may vary among Selling Broker-Dealers depending on, among other things, the level and type of marketing and distribution support provided. Marketing and distribution support services may include, among other services, placement of the Company's products on the Selling Broker-Dealers' preferred or recommended list, access to the Selling Broker-Dealers' registered representatives for purposes of promoting sales of the Company's products, assistance in training and education of the Selling Agents, and opportunities for the Company to participate in sales conferences and educational seminars. The payments or reimbursements may be calculated as a percentage of the particular Selling Broker-Dealer's actual or expected aggregate sales of our variable contracts (including the Contract) or assets held within those contracts (in most cases not to exceed 0.25% of aggregate sales and 0.10% of assets attributable to the Selling-Broker-Dealer, and/or may be a fixed dollar amount.

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 Contract.

Commissions may be waived or reduced in connection with certain transactions described in this Prospectus under the heading "Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates." During 2003, 2004, and 2005, approximately $130,261, $87,886, and $66,283, respectively, in commissions were paid to but not retained by Clarendon in connection with the distribution of the Contracts.

PERFORMANCE INFORMATION

From time to time the Variable Account may publish reports to shareholders, sales literature and advertisements containing performance information relating to the Sub-Accounts. This information may include standardized and non-standardized "Average Annual Total Return," "Cumulative Growth Rate" and "Compound Growth Rate." We may also advertise "yield" and "effective yield" for some variable options.

Average Annual Total Return measures the net income of the Sub-Account and any realized or unrealized gains or losses of the Fund in which it invests, over the period stated. Average Annual Total Return figures are annualized and represent the average annual percentage change in the value of an investment in a Sub-Account over that period. Standardized Average Annual Total Return information covers the period after the Variable Account was established or, if shorter, the life of the Sub-Account. Non-standardized Average Annual Total Return covers the life of each Fund, which may predate the Variable Account. Cumulative Growth Rate represents the cumulative change in the value of an investment in the Sub-Account for the period stated, and is arrived at by calculating the change in the Accumulation Unit Value of a Sub-Account between the first and the last day of the period being measured. The difference is expressed as a percentage of the Accumulation Unit Value at the beginning of the base period. "Compound Growth Rate" is an annualized measure, calculated by applying a formula that determines the level of return which, if earned over the entire period, would produce the cumulative return.

Average Annual Total Return figures assume an initial purchase payment of $1,000 and reflect all applicable withdrawal and Contract charges. The Cumulative Growth Rate and Compound Growth Rate figures that we advertise do not reflect withdrawal charges or the Account Fee, although such figures do reflect all recurring charges. Results calculated without withdrawal and/or certain Contract charges will be higher. We may also use other types of rates of return that do not reflect withdrawal and Contract charges.

The performance figures used by the Variable Account are based on the actual historical performance of the underlying Funds for the specified periods, and the figures are not intended to indicate future performance. For periods before the date the Contracts became available, we calculate the performance information for the Sub-Account on a hypothetical basis. To do this, we reflect deductions of the current Contract fees and charges from the historical performance of the corresponding Funds.

Yield is a measure of the net dividend and interest income earned over a specific one month or 30-day period (7-day period for the available Money Market Sub-Account), expressed as a percentage of the value of the Sub-Account's Accumulation Units. Yield is an annualized figure, which means that we assume that the Sub-Account generates the same level of net income over a one-year period and compound that income on a semi-annual basis. We calculate the effective yield for the Money Market Sub-Account similarly, but include the increase due to assumed compounding. The Money Market Sub-Account's effective yield will be slightly higher than its yield as a result of its compounding effect.

The Variable Account may also from time to time compare its investment performance to various unmanaged indices or other variable annuities and may refer to certain rating and other organizations in its marketing materials. More information on performance and our computations is set forth in the Statement of Additional Information.

The Company may also advertise the ratings and other information assigned to it by independent industry ratings organizations. Some of these organizations are A.M. Best, Moody's Investor's Service, and Standard and Poor's Insurance Rating Services. Each year A.M. Best reviews the financial status of thousands of insurers, culminating in the assignment of Best's rating. These ratings reflect A.M. Best's current opinion of the relevant financial strength and operating performance of an insurance company in comparison to the norms of the life/health industry. Best's ratings range from A++ to F. The Standard and Poor's rating measures the ability of an insurance company to meet its obligations under insurance policies it issues. This rating does not measure the insurance company's ability to meet non-policy obligations. Ratings in general do not relate to the performance of the Sub-Accounts.

We may also advertise endorsements from organizations, individuals or other parties that recommend the Company or the Contracts. We may occasionally include in advertisements (1) comparisons of currently taxable and tax deferred investment programs, based on selected tax brackets; or (2) discussions of alternative investment vehicles and general economic conditions.

AVAILABLE INFORMATION

The Company and the Variable Account have filed with the SEC registration statements under the Securities Act of 1933 relating to the Contracts. This Prospectus does not contain all of the information contained in the registration statements and their exhibits. For further information regarding the Variable Account, the Company and the Contracts, please refer to the registration statements and their exhibits.

In addition, the Company is subject to the informational requirements of the Securities Exchange Act of 1934. We file reports and other information with the SEC to meet these requirements.

You can inspect and copy this information and our registration statements at the SEC's public reference facilities at the following locations: Washington, D.C. -- 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549; Chicago, Illinois -- 500 West Madison Street, Chicago, IL 60661. The Washington, D.C. office will also provide copies by mail for a fee. You may also find these materials on the SEC's website (http:// www.sec.gov).

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-K for the year ended December 31, 2005 filed with the SEC pursuant to Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") is incorporated herein by reference. All documents or reports we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this prospectus and prior to the termination of the offering, shall be deemed incorporated by reference into the prospectus.

The Company will furnish, without charge, to each person to whom a copy of this Prospectus is delivered, upon the written or oral request of such person, a copy of the documents referred to above which have been incorporated by reference into this Prospectus, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference in this Prospectus). Requests for such documents should be directed to the Secretary, Sun Life Assurance Company of Canada (U.S.), One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481, telephone (800) 225-3950.

STATE REGULATION

The Company is subject to the laws of the State of Delaware governing life insurance companies and to regulation by the Commissioner of Insurance of Delaware. An annual statement is filed with the Commissioner of Insurance on or before March lst in each year relating to the operations of the Company for the preceding year and its financial condition on December 31st of such year. Its books and records are subject to review or examination by the Commissioner or his agents at any time and a full examination of its operations is conducted at periodic intervals.

The Company is also subject to the insurance laws and regulations of the other states and jurisdictions in which it is licensed to operate. The laws of the various jurisdictions establish supervisory agencies with broad administrative powers with respect to licensing to transact business, overseeing trade practices, licensing agents, approving policy forms, establishing reserve requirements, fixing maximum interest rates on life insurance policy loans and minimum rates for accumulation of surrender values, prescribing the form and content of required financial statements and regulating the type and amounts of investments permitted. Each insurance company is required to file detailed annual reports with supervisory agencies in each of the jurisdictions in which it does business and its operations and accounts are subject to examination by such agencies at regular intervals.

In addition, many states regulate affiliated groups of insurers, such as the Company, Sun Life (Canada) and its affiliates, under insurance holding company legislation. Under such laws, inter-company transfers of assets and dividend payments from insurance subsidiaries may be subject to prior notice or approval, depending on the size of such transfers and payments in relation to the financial positions of the companies involved. Under insurance guaranty fund laws in most states, insurers doing business therein can be assessed (up to prescribed limits) for policyholder losses incurred by insolvent companies. The amount of any future assessments of the Company under these laws cannot be reasonably estimated. However, most of these laws do provide that an assessment may be excused or deferred if it would threaten an insurer's own financial strength and many permit the deduction of all or a portion of any such assessment from any future premium or similar taxes payable.

Although the federal government generally does not directly regulate the business of insurance, federal initiatives often have an impact on the business in a variety of ways. Current and proposed federal measures which may significantly affect the insurance business include employee benefit regulation, removal of barriers preventing banks from engaging in the insurance business, tax law changes affecting the taxation of insurance companies, the tax treatment of insurance products and its impact on the relative desirability of various personal investment vehicles.

LEGAL PROCEEDINGS

There are no pending legal proceedings affecting the Variable Account. We and our subsidiaries are engaged in various kinds of routine litigation which, in management's judgment, is not of material importance to our respective total assets or material with respect to the Variable Account.

FINANCIAL STATEMENTS

The financial statements of the Company which are included in the SAI should be considered only as bearing on the ability of the Company to meet its obligations with respect to amounts allocated to the Fixed Account and with respect to the death benefit and the Company's assumption of the mortality and expense risks. They should not be considered as bearing on the investment performance of the Fund shares held in the Sub-Accounts of the Variable Account.

The financial statements of the Variable Account for the year ended December 31, 2005 are also included in the SAI.

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

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

Advertising and Sales Literature

Calculations

   Example of Variable Accumulation Unit Value Calculation

   Example of Variable Annuity Unit Calculation

   Example of Variable Annuity Payment Calculation

Distribution of the Contracts

Designation and Change of Beneficiary

Custodian

Independent Registered Public Accounting Firm

Financial Statements

 

This Prospectus sets forth information about the Contract and the Variable Account that a prospective purchaser should know before investing. Additional information about the Contract and the Variable Account has been filed with the Securities and Exchange Commission in a Statement of Additional Information dated May 1, 2006, which is incorporated herein by reference. The Statement of Additional Information is available upon request and without charge from Sun Life Assurance Company of Canada (U.S.). To receive a copy, return this request form to the address shown below or telephone (800) 752-7215.

                                                                                                         

To:

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

 

P.O. Box 9133

 

Wellesley Hills, MA 02481

 

 

Please send me a Statement of Additional Information for

 

Futurity III Variable and Fixed Annuity

 

Sun Life of Canada (U.S.) Variable Account F.

 

Name                                                                                                                     

Address                                                                                                                

                                                                                                                                

City                                                                     State               Zip                     

Telephone                                                                                                             

 

 

APPENDIX A

GLOSSARY

The following terms as used in this Prospectus have the indicated meanings:

ACCOUNT or PARTICIPANT ACCOUNT: An account established for each Participant to which Net Purchase Payments are credited.

ACCOUNT VALUE: The Variable Accumulation Value, if any, plus the Fixed Accumulation Value, if any, of your Account for any Valuation Period.

ACCOUNT YEAR and ACCOUNT ANNIVERSARY: Your first Account Year is the period 365 days from the date on which we issued your Contract. Your Account Anniversary is the last day of an Account Year. Each Account Year after the first is the 365-day period that begins on your Account Anniversary. For example, if the Contract Date is on March 12, the first Account Year is determined from the Contract Date and ends on March 12 of the following year. Your Account Anniversary is March 12 and all Account Years after the first are measured from March 12. (If the Anniversary Date falls on a non-business day, the previous business day will be used.)

ACCUMULATION PHASE: The period before the Annuity Commencement Date and during the lifetime of the Annuitant during which you make Purchase Payments under the Contract. This is called the "Accumulation Period" in the Contract.

*ANNUITANT: The person or persons to whom the first annuity payment is made. If the Annuitant dies prior to the Annuity Commencement Date, the Co-Annuitant will become the sole Annuitant. If the Co-Annuitant dies or if no Co-Annuitant is named, the Participant becomes the Annuitant upon the Annuitant's death prior to the Annuity Commencement Date. If you have not named a sole Annuitant on the 30th day before the Annuity Commencement Date and both the Annuitant and Co-Annuitant are living, the Co-Annuitant will be the sole Annuitant/Payee during the Income Phase.

ANNUITY COMMENCEMENT DATE: The date on which the first annuity payment under each Contract is to be made.

ANNUITY OPTION: The method you choose for making annuity payments.

ANNUITY UNIT: A unit of measure used in the calculation of the amount of the second and each subsequent Variable Annuity payment from the Variable Account.

APPLICATION: The document signed by you or other evidence acceptable to us that serves as your application for participation under a Group Contract or purchase of an Individual Contract.

*BENEFICIARY: The person or entity having the right to receive the death benefit and, for a Certificate issued under a Non-Qualified Contract, who is the "designated beneficiary" for purposes of Section 72(s) of the Code in the event of the Participant's death. Notwithstanding the foregoing, if there are Co-Participants of a Non-Qualified Contract, the surviving Co-Participant will be deemed the beneficiary under the preceding sentence and any other designated beneficiary will be treated as a contingent beneficiary.

BUSINESS DAY: Any day the New York Stock Exchange is open for trading. Also, any day on which we make a determination of the value of a Variable Accumulation Unit.

CERTIFICATE: The document for each Participant which evidences the coverage of the Participant under a Group Contract.

COMPANY ("WE," "US," "SUN LIFE (U.S.)"): Sun Life Assurance Company of Canada (U.S.).

CONTRACT: Any Individual Contract, Group Contract, or Certificate issued under a Group Contract.

CONTRACT DATE: The date on which we issue your Contract. This is called the "Date of Coverage" in the Contract.

COVERED PERSON: The person(s) identified as such in the Contract whose death will trigger the death benefit provisions of the Contract and whose medically necessary stay in a hospital or nursing facility may allow the Participant to be eligible for a waiver of the withdrawal charge. Unless otherwise noted, the Participant/Owner is the Covered Person.

DEATH BENEFIT DATE: If you have elected a death benefit payment option before the Covered Person's death that remains in effect, the date on which we receive Due Proof of Death. If your Beneficiary elects the death benefit payment option, the later of (a) the date on which we receive the Beneficiary's election and (b) the date on which we receive Due Proof of Death. If we do not receive the Beneficiary's election within 60 days after we receive Due Proof of Death, the Death Benefit Date will be the last day of the 60 day period and we will pay the death benefit in one lump sum.

DUE PROOF OF DEATH: An original certified copy of an official death certificate, an original certified copy of a decree of a court of competent jurisdiction as to the finding of death, or any other proof satisfactory to the Company.

FIXED ACCOUNT: The general account of the Company, consisting of all assets of the Company other than those allocated to a separate account of the Company.

FIXED ACCOUNT VALUE: The value of that portion of your Account allocated to the Fixed Account.

FIXED ANNUITY: An annuity with payments which do not vary as to dollar amount.

FUND: A registered management investment company, or series thereof, in which assets of a Sub-Account may be invested.

GROUP CONTRACT: A Contract issued by the Company on a group basis.

GUARANTEE AMOUNT: Each separate allocation of Account Value to a particular Guarantee Period (including interest earned thereon).

GUARANTEE PERIOD: The period for which a Guaranteed Interest Rate is credited.

GUARANTEED INTEREST RATE: The rate of interest we credit on a compound annual basis during any Guarantee Period.

INCOME PHASE: The period on and after the Annuity Commencement Date and during the lifetime of the Annuitant during which we make annuity payments under the Contract.

INDIVIDUAL CONTRACT: A Contract issued by the Company on an individual basis.

NET INVESTMENT FACTOR: An index applied to measure the investment performance of a Sub-Account from one Valuation Period to the next. The Net Investment Factor may be greater or less than or equal to one.

NET PURCHASE PAYMENT (NET PAYMENTS): The portion of a Purchase Payment which remains after the deduction of any applicable premium tax or similar tax.

NON-QUALIFIED CONTRACT: A Contract used in connection with a retirement plan that does not receive favorable federal income tax treatment under Sections 401, 403, 408, or 408A of the Internal Revenue Code. The Participant's interest in the Contract must be owned by a natural person or agent for a natural person for the Contract to receive income tax treatment as an annuity.

*OWNER: The person, persons or entity entitled to the ownership rights stated in a Group Contract and in whose name or names the Group Contract is issued. The Owner may designate a trustee or custodian of a retirement plan which meets the requirements of Section 401, Section 408(c), Section 408(k), Section 408(p) or Section 408A of the Internal Revenue Code to serve as legal owner of assets of a retirement plan, but the term "Owner," as used herein, shall refer to the organization entering into the Group Contract.

*PARTICIPANT: In the case of an Individual Contract, the owner of the Contract. In the case of a Group Contract, the person named in the Contract who is entitled to exercise all rights and privileges of ownership under the Contract, except as reserved by the Owner. If there are two Participants, the death benefit is paid upon the death of either Participant.

PAYEE: A recipient of payments under a Contract. The term includes an Annuitant or a Beneficiary who becomes entitled to benefits upon the death of the Participant, or on the Annuity Commencement Date.

PURCHASE PAYMENT (PAYMENT): An amount paid to the Company as consideration for the benefits provided by a Contract.

QUALIFIED CONTRACT: A Contract used in connection with a retirement plan which may receive favorable federal income tax treatment under Sections 401, 403, 408 or 408A of the Internal Revenue Code of 1986, as amended.

RENEWAL DATE: The last day of a Guarantee Period.

SUB-ACCOUNT: That portion of the Variable Account which invests in shares of a specific Fund.

VALUATION PERIOD: The period of time from one determination of Variable Accumulation Unit or Annuity Unit values to the next subsequent determination of these values. Value determinations are made as of the close of the New York Stock Exchange on each day that the Exchange is open for trading.

VARIABLE ACCOUNT: Variable Account F of the Company, which is a separate account of the Company consisting of assets set aside by the Company, the investment performance of which is kept separate from that of the general assets of the Company.

VARIABLE ACCUMULATION UNIT: A unit of measure used in the calculation of Variable Account Value.

VARIABLE ACCOUNT VALUE: The value of that portion of your Account allocated to the Variable Account.

VARIABLE ANNUITY: An annuity with payments which vary as to dollar amount in relation to the investment performance of the Variable Account.

* You specify these items on the Application, and may change them, as we describe in this Prospectus.

 

APPENDIX B

WITHDRAWALS, WITHDRAWAL CHARGES AND THE MARKET VALUE ADJUSTMENT

Part 1: Variable Account (the Market Value Adjustment does not apply to the Variable Account)

Withdrawal Charge Calculation:

Full Withdrawal Charge Calculation

Assume a Purchase Payment of $40,000 is made on the Contract Date, no additional Purchase Payments are made and there are no partial withdrawals. The table below presents three examples of the withdrawal charge resulting from a full withdrawal of your Account, based on hypothetical Account Values.

         

Payment

   
 

Hypothetical

 

Cumulative

Free

Subject To

Withdrawal

Withdrawal

Account

Account

Annual

Annual

Withdrawal

Withdrawal

Charge

Charge

Year

Value

Earnings

Earnings

Amount

Charge

Percentage

Amount

(a) 1

 

$41,000

$1,000

$  1,000

$  6,000

$35,000

7.00%

$2,450

2

 

$45,100

$4,100

$  5,100

$  6,000

$39,100

7.00%

$2,737

3

 

$49,600

$4,500

$  9,600

$  9,600

$40,000

6.00%

$2,400

(b) 4

 

$52,100

$2,500

$12,100

$12,100

$40,000

6.00%

$2,400

5

 

$57,300

$5,200

$17,300

$17,300

$40,000

5.00%

$2,000

6

 

$63,000

$5,700

$23,000

$23,000

$40,000

4.00%

$1,600

7

 

$66,200

$3,200

$26,200

$26,200

$40,000

3.00%

$1,200

(c) 8

 

$72,800

$6,600

$32,800

$32,800

$        0

0.00%

$      0

(a) The free withdrawal amount in any year is equal to the greater of (1) the Contract's earnings that were not previously withdrawn, and (2) 15% of any Purchase Payments made in the last 7 Account Years ("New Payments"). In Account Year 1, the free withdrawal amount is $6,000, which equals 15% of the Purchase Payment of $40,000. On a full withdrawal of $41,000, the amount subject to a withdrawal charge is $35,000, which equals the Account Value of $41,000 minus the free withdrawal amount of $6,000.

(b) In Account Year 4, the free withdrawal amount is $12,100, which equals the prior Contract's cumulative earnings to date. On a full withdrawal of $52,100, the amount subject to a withdrawal charge is $40,000.

(c) In Account Year 8, the free withdrawal amount is $32,800, which equals the Contract's cumulative earnings to date. On a full withdrawal of $72,800, the amount subject to a withdrawal charge is $0, since the New Payments equal $0.

Partial Withdrawal

Assume a single Purchase Payment of $40,000 is made on the Contract Date, no additional Purchase Payments are made, no partial withdrawals have been taken prior to the fourth Account Year, and there are a series of 4 partial withdrawals made during the fourth Account Year of $4,000, $9,000, $12,000, and $20,000.

         

Remaining

       
 

Hypothetical

     

Free

Amount of

   

Hypothetical

 

Account

     

Withdrawal

Withdrawal

   

Account

 

Value

     

Amount

Subject to

Withdrawal

Withdrawal

Value

 

Before

 

Cumulative

Amount of

After

Withdrawal

Charge

Charge

After

Year

Withdrawal

Earnings

Earnings

Withdrawal

Withdrawal

Charge

Percentage

Amount

Withdrawal

1

$41,000

$1,000

$ 1,000

$       0

$6,000

$       0

7.00%

$      0

$41,000

2

$45,100

$4,100

$ 5,100

$       0

$6,000

$       0

7.00%

$      0

$45,100

3

$49,600

$4,500

$ 9,600

$       0

$9,600

$       0

6.00%

$      0

$49,600

(a) 4

$50,100

$   500

$10,100

$ 4,000

$6,100

$       0

6.00%

$      0

$46,100

(b) 4

$46,900

$   800

$10,900

$ 9,000

$      0

$ 2,100

6.00%

$   126

$37,900

(c) 4

$38,500

$   600

$11,500

$12,000

$      0

$11,400

6.00%

$   684

$26,500

(d) 4

$26,900

$   400

$11,900

$20,000

$      0

$19,600

6.00%

$1,176

$  6,900

(a)

In Account Year 4, the free withdrawal amount is $10,100, which equals the Contract's cumulative earnings to date. The partial withdrawal amount of $4,000 is less than the free withdrawal amount, so there is no withdrawal charge.

   

(b)

Since a partial withdrawal of $4,000 was taken, the remaining free withdrawal amount in Account Year 4 is $10,900 - $4,000 = $6,900. Therefore, $6,900 of the $9,000 withdrawal is not subject to a withdrawal charge, and $2,100 is subject to a withdrawal charge. Of the $13,000 withdrawn to date, $10,900 has been from the free withdrawal amount and $2,100 has been from deposits.

   

(c)

Since $10,900 of the 2 prior Account Year 4 partial withdrawals was taken from the free withdrawal amount, the remaining free withdrawal amount in Account year 4 is $11,500 - $10,900 = $600. Therefore, $600 of the $12,000 withdrawal is not subject to a withdrawal charge, and $11,400 is subject to a withdrawal charge. Of the $25,000 withdrawn to date, $11,500 has been from the free withdrawal amount and $13,500 has been from deposits.

   

(d)

Since $11,500 of the 3 prior Account Years' 4 partial withdrawals was taken from the free withdrawal amount, the remaining free withdrawal amount in Account Year 4 is $11,900 - $11,500 = $400. Therefore, $400 of the $20,000 withdrawal is not subject to a withdrawal charge, and $19,600 is subject to a withdrawal charge. Of the $45,000 withdrawn to date, $11,900 has been from the free withdrawal amount and $33,100 has been from deposits.

Note that if the $6,900 hypothetical Account Value after withdrawal were withdrawn, it would all be from deposits and subject to a withdrawal charge. The withdrawal charge would be 6% of $6,900, which equals $414. The total Account Year 4 withdrawal charges would then be $2,400, which is the same amount that was assessed for a full liquidation in Account Year 4 in the example of a full withdrawal on the previous page.

Part 2 - Fixed Account - Examples of the Market Value Adjustment ("MVA")

The MVA Factor is:

[(1 + I) / (1 + J + b)] ^ (N/12) -1

These examples assume the following:

l

The Guarantee Amount was allocated to a 5-year Guarantee Period with a Guaranteed Interest Rate of 6% or .06.

   

l

The date of surrender is 2 years from the Expiration Date (N = 24).

   

l

The value of the Guarantee Amount on the date of surrender is $11,910.16.

   

l

The interest earned in the current Account Year is $674.16.

   

l

No transfers or partial withdrawals affecting this Guarantee Amount have been made.

   

l

Withdrawal charges, if any, are calculated in the same manner as shown in the examples in Part 1.

Example of a Negative MVA:

Assume that on the date of surrender, the current rate (J) is 8% or .08 and the b factor is zero.

The MVA factor =

[(1 + I) / (1 + J + b)] ^ (N/12) -1

=

[(1 + .06) / (1 + .08)] ^ (24/12) - 1

=

(.981^ 2) -1

=

.963 -1

=

-.037

The value of the Guarantee Amount less interest credited to the Guarantee Amount in the current Account Year is multiplied by the MVA factor to determine the MVA:

($11,910.16 - $674.16) x (-.037) = -$415.73

-$415.73 represents the MVA that will be deducted from the value of the Guarantee Amount before the deduction of any withdrawal charge.

For a partial withdrawal of $2,000 from this Guarantee Amount, the MVA would be ($2,000.00 - $674.16) x (-.037) = -$49.06. -$49.06 represents the MVA that will be deducted from the partial withdrawal amount before the deduction of any withdrawal charge.

Example of a Positive MVA:

Assume that on the date of surrender, the current rate (J) is 5% or .05 and the b factor is zero.

The MVA factor =

[(1 + I) / (1 + J + b)] ^ (N/12) -1

=

[(1 + .06) / (1 + .05)] ^ (24/12) - 1

=

(1.010^ 2) -1

=

1.019 -1

=

.019

The value of the Guarantee Amount less interested credit to the Guarantee Amount in the current Account Year is multiplied by the MVA factor to determine the MVA:

($11,910.16 - $674.16) x .019 = $213.48

$213.48 represents the MVA that would be added to the value of the Guarantee Amount before the deduction of any withdrawal charge.

For a partial withdrawal of $2,000 from this Guarantee Amount, the MVA would be ($2,000.00 - $674.16) x .019 = $25.19.

$25.19 represents the MVA that would be added to the value of the partial withdrawal amount before the deduction of any withdrawal charge.

 

APPENDIX C

CALCULATION OF BASIC DEATH BENEFIT

Example 1:

Assume a Purchase Payment of $60,000.00 is made on the Contract Date and an additional Purchase Payment of $40,000.00 is made one year later. Assume that all of the money is invested in the Sub-Accounts, that no Withdrawals are made and that the Account Value on the Death Benefit Date is $80,000.00. The calculation of the Death Benefit to be paid is as follows:

The Basic Death Benefit is the greatest of:

 

     Account Value

=     $ 80,000.00

     Cash Surrender Value*

=     $ 76,100.00

     Purchase Payments

=     $100,000.00

The Basic Death Benefit would therefore be:

       $100,000.00

Example 2:

Assume a Purchase Payment of $60,000.00 is made on the Contract Date and an additional Purchase Payment of $40,000.00 is made one year later. Assume that all of the money is invested in the Sub-Accounts and that the Account Value is $80,000.00 just prior to a $20,000.00 withdrawal. The Account Value on the Death Benefit Date is $60,000.00.

The Basic Death Benefit is the greatest of:

 

     Account Value

=     $ 60,000.00

     Cash Surrender Value*

=     $ 56,365.00

     Adjusted Purchase Payments**

=     $ 75,000.00

The Basic Death Benefit would therefore be:

       $ 75,000.00

*Cash Surrender Value is the amount we would pay you if you surrendered your entire Account Value. For a description of how Cash Surrender Value is calculated, see "Full Withdrawals" under the subheading "Cash Withdrawals".

**Adjusted Purchase Payments can be calculated as follows: Payments x (Account Value after withdrawal divided by Account Value before withdrawal) $100,000.00 x ($60,000.00 divided by $80,000.00).

 

 

 

APPENDIX D

CALCULATION OF EEB OPTIONAL DEATH BENEFIT

Example 1:

Assume a Purchase Payment of $60,000 is made on the Contract Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts, no withdrawals are made and the Account Value on the Death Benefit Date is $135,000. In addition, this Contract was issued prior to the Owner's 70th birthday. Assume death occurs in Account Year 7. The calculation of the Death Benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:

 

     Account Value

=     $135,000

     Cash Surrender Value*

=     $132,000

     Total of Adjusted Purchase Payments

=     $100,000

The Death Benefit Amount would therefore

=     $135,000

~ plus ~

The EEB amount, calculated as follows:

 

     Account Value minus Adjusted Purchase Payments

=     $ 35,000

     40% of the above amount

=     $ 14,000

     Cap of 40% of Adjusted Purchase Payments

=     $ 40,000

The lesser of the above two amounts = the EEB amount

=     $ 14,000

The total Death Benefit would be the amount paid on the Basic Death Benefit plus the EEB amount = $135,000 + $14,000 = $149,000.

Example 2:

Assume a Purchase Payment of $60,000 is made on the Contract Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts and that the Account Value is $135,000 just prior to a $20,000 withdrawal. The Account Value on the Death Benefit Date is $115,000. Assume death occurs in Account Year 7. In addition, this Contract was issued prior to the owner's 70th birthday.

The Death Benefit Amount will be the greatest of:

 

     Account Value

=     $115,000

     Cash Surrender Value*

=     $112,000

     Total of Adjusted Purchase Payments**

=      $ 85,185

The Death Benefit Amount would therefore

=     $115,000

~ plus ~

The EEB amount, calculated as follows:

 

     Account Value minus Adjusted Purchase Payments

=     $ 29,815

     40% of the above amount

=     $ 11,926

     Cap of 40% of Adjusted Purchase Payments

=     $ 34,074

The lesser of the above two amounts = the EEB amount

=     $ 11,926

The total Death Benefit would be the amount paid on the Basic Death Benefit plus the EEB amount = $115,000 + $11,926 = $126,926.

*Cash Surrender Value is the amount we would pay you if you surrendered your entire Account Value. For a description of how Cash Surrender Value is calculated, see "Full Withdrawals" under the subheading "Cash Withdrawals".

**Adjusted Purchase Payments can be calculated as follows:

Payments x (Account Value after withdrawal divided by Account Value before withdrawal) = $100,000 x ($115,000 divided by $135,000) = $85,185.

 

 

APPENDIX E

CALCULATION OF DEATH BENEFIT WHEN THE EEB AND MAV AND 5% ROLL-UP RIDERS ARE SELECTED

Assume a Purchase Payment of $60,000 is made on the Contract Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested in Variable Accounts. No withdrawals are made. The Account Value at the Death Benefit Date is $135,000, the value of the Purchase Payments accumulated at 5% until the Death Benefit Date is $140,000, and the Maximum Anniversary Value is $142,000. Assume death occurs in Account Year 7. The calculation of the death benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:

 

    Account Value

=     $135,000

    Cash Surrender Value*

=     $132,000

    Total of Adjusted Purchase Payments

=     $100,000

    5% Premium Roll-up Value

=     $140,000

    Maximum Anniversary Value

=     $142,000

The Death Benefit Amount would therefore

=     $142,000

~ plus ~

The EEB amount, calculated as follows:

 

    Account Value minus Adjusted Purchase Payments

=      $ 35,000

    40% of the above amount

=      $ 14,000

    Cap of 40% of Adjusted Purchase Payments

=      $ 40,000

The lesser of the above two amounts = the EEB amount

=      $ 14,000

The total Death Benefit would be the amount paid on the Maximum Anniversary Rider plus the EEB amount = $142,000 + $14,000 = $156,000.

*Cash Surrender Value is the amount we would pay you if you surrendered your entire Account Value. For a description of how Cash Surrender Value is calculated, see "Full Withdrawals" under the subheading "Cash Withdrawals."

 

 

APPENDIX F

CALCULATION OF EEB PLUS OPTIONAL DEATH BENEFIT

Assume a Purchase Payment of $60,000 is made on the Contract Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts, no withdrawals are made and the Account Value on the Death Benefit Date is $135,000. In addition, this Contract was issued prior to the Owner's 70th birthday. Assume death occurs in Account Year 7. The calculation of the Death Benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:

 

    Account Value

=     $135,000

    Cash Surrender Value*

=     $132,000

    Total of Adjusted Purchase Payments

=    $100,000

The Death Benefit Amount would therefore

=     $135,000

~ plus ~

The EEB Plus amount, calculated as follows:

 

    Account Value minus Adjusted Purchase Payments

=     $ 35,000

    40% of the above amount

=     $ 14,000

    Cap of 100% of Adjusted Purchase Payments

=     $100,000

The lesser of the above two amounts = the EEB Plus amount

=     $ 14,000

The total Death Benefit would be the amount paid on the Basic Death Benefit plus the EEB Plus amount = $135,000 + $14,000 = $149,000.

*Cash Surrender Value is the amount we would pay you if you surrendered your entire Account Value. For a description of how Cash Surrender Value is calculated, see "Full Withdrawals" under the subheading "Cash Withdrawals."

 

APPENDIX G

CALCULATION OF EEB PLUS WITH MAV OPTIONAL DEATH BENEFIT

Assume a Purchase Payment of $60,000 is made on the Contract Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts, no withdrawals are made and the Account Value on the Death Benefit Date is $135,000. The Maximum Anniversary Value on the Death Benefit Date is $140,000. In addition, this Contract was issued prior to the Owner's 70th birthday. Assume death occurs in Account Year 7. The calculation of the Death Benefit to be paid is as follows:

   

The Death Benefit Amount will be the greatest of:

 

    Account Value

=     $135,000

    Cash Surrender Value*

=     $132,000

    Total of Adjusted Purchase Payments

=     $100,000

    Maximum Anniversary Value

=     $140,000

The Death Benefit Amount would therefore

=     $140,000

~ plus ~

The EEB Plus MAV amount, calculated as follows:

 

Death Benefit Amount before EEB minus Adjusted Purchase Payments

=     $ 40,000

    40% of the above amount

=     $ 16,000

    Cap of 100% of Adjusted Purchase Payments

=     $100,000

The lesser of the above two amounts = the EEB Plus MAV amount

=     $ 16,000

The total Death Benefit would be the amount paid on the Maximum Anniversary Rider plus the EEB Plus MAV amount = $140,000 + $16,000 = $156,000.

*Cash Surrender Value is the amount we would pay you if you surrendered your entire Account Value. For a description of how Cash Surrender Value is calculated, see "Full Withdrawals" under the subheading "Cash Withdrawals."

 

 

APPENDIX H

CALCULATION OF EEB PLUS WITH 5% ROLL-UP OPTIONAL DEATH BENEFIT

Assume a Purchase Payment of $60,000 is made on the Contract Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested into the Sub-Accounts, no withdrawals are made and the Account Value on the Death Benefit Date is $135,000. The value of the Purchase Payments accumulated at 5% until the Death Benefit Date is $140,000. In addition, this Contract was issued prior to the Owner's 70th birthday. Assume death occurs in Account Year 7. The calculation of the Death Benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:

 

    Account Value

=     $135,000

    Cash Surrender Value*

=     $132,000

    Total of Adjusted Purchase Payments

=     $100,000

    5% Premium Roll-up Value

=     $140,000

The Death Benefit Amount would therefore

=     $140,000

~ plus ~

The EEB Plus 5% Roll-Up amount, calculated as follows:

 

    Death Benefit Amount before EEB minus

 

    Adjusted Purchase Payments

=     $ 40,000

    40% of the above amount

=     $ 16,000

    Cap of 100% of Adjusted Purchase Payments

=     $100,000

The lesser of the above two amounts = the EEB Plus 5% Roll-Up amount

=     $ 16,000

The total Death Benefit would be the amount paid on the 5% Roll-Up Rider plus the EEB Plus 5% Roll-Up amount = $140,000 + $16,000 = $156,000.

*Cash Surrender Value is the amount we would pay you if you surrendered your entire Account Value. For a description of how Cash Surrender Value is calculated, see "Full Withdrawals" under the subheading "Cash Withdrawals."

 

 

 

APPENDIX I

INVESTMENT OPTIONS AND EXPENSES FOR INITIAL CLASS SHARES

The MFS/Sun Life Series Trust Fund options shown in this prospectus are the "Service Class" shares of the Trust. The Service Class was first offered for sale on August 27, 2001. All Contracts purchased on or after that date are invested in the Service Class.

Each MFS/Sun Life Series Trust Fund also has an "Initial Class" of shares. All Contracts purchased before August 27, 2001, are invested in the "Initial Class." The following Initial Class Funds are available to owners of such Contracts:

Large-Cap Value Equity Funds

Small-Cap Growth Equity Funds

  MFS/Sun Life Total Return Series

  MFS/ Sun Life New Discovery Series

Large-Cap Blend Equity Funds

Large-Cap Value Sector Equity Funds

  MFS/ Sun Life Massachusetts Investors Trust Series

  MFS/ Sun Life Utilities Series

Large-Cap Growth Equity Funds

High Quality Intermediate-Term Bond Funds

  MFS/ Sun Life Capital Appreciation Series

  MFS/ Sun Life Government Securities Series

  MFS/ Sun Life Emerging Growth Series

Low-Quality Intermediate-Term Bond Fund

  MFS/ Sun Life Massachusetts Investors Growth

  MFS/ Sun Life High Yield Series

     Stock Series

 

The shares of the Initial Class have the same investment objectives, policies, and strategies as the shares of the Service Class. The only differences between the two classes are their expense ratios, which are 0.25% lower for the Initial Class shares. The "Total Annual Fund Operating Expenses" under the heading "FEES AND EXPENSES" associated with the Initial Class expenses are shown below. The EXAMPLE is the same as shown on page 10.

 

Total Annual Fund Operating Expenses

Minimum

Maximum

 

(expenses as a percentage of average daily Fund net assets that are deducted from Fund assets, including management fees, distribution and/or service (12b-1) fees, and other expenses)

   
 

Prior to any fee waiver or expense reimbursement*

0.65%

2.74%

*

The expenses shown are for the year ended December 31, 2005, and do not reflect any fee waiver or expense reimbursement.

   

**

The advisers and/or other service providers of certain Funds have agreed to reduce their fees and/or reimburse the Funds' expenses in order to keep the Funds' expenses below specified limits. The expenses of certain Funds are reduced by contractual fee reduction and expense reimbursement arrangements that will remain in effect at least through May 1, 2007. Other Funds have voluntary fee reduction and/or expense reimbursement arrangements that may be terminated at any time. The minimum and maximum Total Annual Fund Operating Expenses for all Funds after all fee reductions and expense reimbursements are taken into consideration are 0.65% and 1.66%, respectively. Each fee reduction and/or expense reimbursement arrangement is described in the relevant Fund's prospectus.

'

 

 

APPENDIX J

CONDENSED FINANCIAL INFORMATION

The following information for FUTURITY III should be read in conjunction with the Variable Account's Financial Statements appearing in the Statement of Additional Information. The $10 beginning value for each accumulation unit is as of the date the unit commenced, which was generally later than the first day of the year shown. Subsequent values are shown for each period, unless there was no balance or transaction for the last day of the period, in which case no value is shown for the end of that period or the beginning of the next period.



Fund


Price Level



Year

Accumulation Unit Value Beginning of Year

Accumulation Unit Value End of Year

Number of Accumulation Units End of Year Units

AIM V.I. Capital Appreciation

01

2005

5.867

6.322

0

AIM V.I. Capital Appreciation

01

2004

5.558

5.867

0

AIM V.I. Capital Appreciation

01

2003

4.335

5.558

0

AIM V.I. Capital Appreciation

01

2002

5.789

4.335

0

AIM V.I. Capital Appreciation

01

2001

7.622

5.789

0

AIM V.I. Capital Appreciation

01

2000

10.000

7.622

0

AIM V.I. Capital Appreciation

02

2005

5.828

6.270

429,136

AIM V.I. Capital Appreciation

02

2004

5.529

5.828

478,146

AIM V.I. Capital Appreciation

02

2003

4.319

5.529

470,688

AIM V.I. Capital Appreciation

02

2002

5.776

4.319

271,862

AIM V.I. Capital Appreciation

02

2001

7.617

5.776

379,881

AIM V.I. Capital Appreciation

02

2000

10.000

7.617

155,830

AIM V.I. Capital Appreciation

03

2005

5.801

6.235

24,227

AIM V.I. Capital Appreciation

03

2004

5.510

5.801

24,227

AIM V.I. Capital Appreciation

03

2003

4.308

5.510

24,314

AIM V.I. Capital Appreciation

03

2002

5.767

4.308

42,069

AIM V.I. Capital Appreciation

03

2001

7.613

5.767

39,977

AIM V.I. Capital Appreciation

03

2000

10.000

7.613

24,807

AIM V.I. Capital Appreciation

04

2005

5.788

6.218

421,303

AIM V.I. Capital Appreciation

04

2004

5.500

5.788

465,148

AIM V.I. Capital Appreciation

04

2003

4.303

5.500

512,105

AIM V.I. Capital Appreciation

04

2002

5.763

4.303

580,712

AIM V.I. Capital Appreciation

04

2001

7.611

5.763

669,178

AIM V.I. Capital Appreciation

04

2000

10.000

7.611

233,890

AIM V.I. Capital Appreciation

05

2005

5.762

6.184

539,369

AIM V.I. Capital Appreciation

05

2004

5.481

5.762

618,400

AIM V.I. Capital Appreciation

05

2003

4.292

5.481

626,829

AIM V.I. Capital Appreciation

05

2002

5.754

4.292

670,942

AIM V.I. Capital Appreciation

05

2001

7.608

5.754

820,957

AIM V.I. Capital Appreciation

05

2000

10.000

7.608

333,237

AIM V.I. Capital Appreciation

06

2005

5.723

6.133

182,862

AIM V.I. Capital Appreciation

06

2004

5.452

5.723

210,982

AIM V.I. Capital Appreciation

06

2003

4.276

5.452

244,676

AIM V.I. Capital Appreciation

06

2002

5.742

4.276

264,342

AIM V.I. Capital Appreciation

06

2001

7.603

5.742

241,464

AIM V.I. Capital Appreciation

06

2000

10.000

7.603

77,754

AIM V.I. Core Equity Fund

01

2005

6.673

6.957

10,052

AIM V.I. Core Equity Fund

01

2004

6.185

6.673

4,320

AIM V.I. Core Equity Fund

01

2003

5.022

6.185

4,320

AIM V.I. Core Equity Fund

01

2002

6.009

5.022

4,320

AIM V.I. Core Equity Fund

01

2001

7.866

6.009

4,320

AIM V.I. Core Equity Fund

01

2000

10.000

7.866

0

AIM V.I. Core Equity Fund

02

2005

6.627

6.899

158,927

AIM V.I. Core Equity Fund

02

2004

6.153

6.627

181,586

AIM V.I. Core Equity Fund

02

2003

5.003

6.153

218,241

AIM V.I. Core Equity Fund

02

2002

5.995

5.003

294,531

AIM V.I. Core Equity Fund

02

2001

7.860

5.995

260,270

AIM V.I. Core Equity Fund

02

2000

10.000

7.860

84,096

AIM V.I. Core Equity Fund

03

2005

6.598

6.862

21,359

AIM V.I. Core Equity Fund

03

2004

6.131

6.598

21,359

AIM V.I. Core Equity Fund

03

2003

4.990

6.131

21,359

AIM V.I. Core Equity Fund

03

2002

5.986

4.990

80,923

AIM V.I. Core Equity Fund

03

2001

7.857

5.986

96,947

AIM V.I. Core Equity Fund

03

2000

10.000

7.857

158,631

AIM V.I. Core Equity Fund

04

2005

6.583

6.842

368,082

AIM V.I. Core Equity Fund

04

2004

6.121

6.583

412,087

AIM V.I. Core Equity Fund

04

2003

4.984

6.121

457,888

AIM V.I. Core Equity Fund

04

2002

5.982

4.984

496,349

AIM V.I. Core Equity Fund

04

2001

7.855

5.982

630,672

AIM V.I. Core Equity Fund

04

2000

10.000

7.855

306,521

AIM V.I. Core Equity Fund

05

2005

6.553

6.805

737,266

AIM V.I. Core Equity Fund

05

2004

6.099

6.553

890,426

AIM V.I. Core Equity Fund

05

2003

4.972

6.099

1,023,078

AIM V.I. Core Equity Fund

05

2002

5.973

4.972

1,093,867

AIM V.I. Core Equity Fund

05

2001

7.851

5.973

1,207,738

AIM V.I. Core Equity Fund

05

2000

10.000

7.851

428,310

AIM V.I. Core Equity Fund

06

2005

6.509

6.748

291,808

AIM V.I. Core Equity Fund

06

2004

6.067

6.509

321,243

AIM V.I. Core Equity Fund

06

2003

4.953

6.067

367,490

AIM V.I. Core Equity Fund

06

2002

5.960

4.953

384,463

AIM V.I. Core Equity Fund

06

2001

7.846

5.960

420,993

AIM V.I. Core Equity Fund

06

2000

10.000

7.846

69,526

AIM V.I. Dynamics Fund

01

2005

8.348

9.151

0

AIM V.I. Dynamics Fund

01

2004

7.440

8.348

0

AIM V.I. Dynamics Fund

01

2003

5.453

7.440

0

AIM V.I. Dynamics Fund

01

2002

8.088

5.453

0

AIM V.I. Dynamics Fund

01

2001

10.000

8.088

0

AIM V.I. Dynamics Fund

02

2005

8.302

9.086

20,724

AIM V.I. Dynamics Fund

02

2004

7.410

8.302

27,059

AIM V.I. Dynamics Fund

02

2003

5.439

7.410

19,817

AIM V.I. Dynamics Fund

02

2002

8.080

5.439

99,493

AIM V.I. Dynamics Fund

02

2001

10.000

8.080

23,032

AIM V.I. Dynamics Fund

03

2005

8.271

9.044

0

AIM V.I. Dynamics Fund

03

2004

7.390

8.271

0

AIM V.I. Dynamics Fund

03

2003

5.430

7.390

0

AIM V.I. Dynamics Fund

03

2002

8.074

5.430

0

AIM V.I. Dynamics Fund

03

2001

10.000

8.074

0

AIM V.I. Dynamics Fund

04

2005

8.256

9.022

17,348

AIM V.I. Dynamics Fund

04

2004

7.380

8.256

22,020

AIM V.I. Dynamics Fund

04

2003

5.425

7.380

24,081

AIM V.I. Dynamics Fund

04

2002

8.072

5.425

29,809

AIM V.I. Dynamics Fund

04

2001

10.000

8.072

17,852

AIM V.I. Dynamics Fund

05

2005

8.225

8.980

36,134

AIM V.I. Dynamics Fund

05

2004

7.360

8.225

42,243

AIM V.I. Dynamics Fund

05

2003

5.416

7.360

51,666

AIM V.I. Dynamics Fund

05

2002

8.066

5.416

42,734

AIM V.I. Dynamics Fund

05

2001

10.000

8.066

32,811

AIM V.I. Dynamics Fund

06

2005

8.179

8.916

24,003

AIM V.I. Dynamics Fund

06

2004

7.330

8.179

43,819

AIM V.I. Dynamics Fund

06

2003

5.402

7.330

55,125

AIM V.I. Dynamics Fund

06

2002

8.058

5.402

58,595

AIM V.I. Dynamics Fund

06

2001

10.000

8.058

25,642

AIM V.I. Growth

01

2005

4.360

4.640

0

AIM V.I. Growth

01

2004

4.070

4.360

21,694

AIM V.I. Growth

01

2003

3.132

4.070

21,694

AIM V.I. Growth

01

2002

4.583

3.132

21,694

AIM V.I. Growth

01

2001

7.003

4.583

21,694

AIM V.I. Growth

01

2000

10.000

7.003

3,421

AIM V.I. Growth

02

2005

4.331

4.601

341,713

AIM V.I. Growth

02

2004

4.048

4.331

447,834

AIM V.I. Growth

02

2003

3.120

4.048

481,179

AIM V.I. Growth

02

2002

4.573

3.120

491,581

AIM V.I. Growth

02

2001

6.998

4.573

313,353

AIM V.I. Growth

02

2000

10.000

6.998

150,681

AIM V.I. Growth

03

2005

4.311

4.576

0

AIM V.I. Growth

03

2004

4.034

4.311

0

AIM V.I. Growth

03

2003

3.113

4.034

0

AIM V.I. Growth

03

2002

4.567

3.113

22,631

AIM V.I. Growth

03

2001

6.995

4.567

0

AIM V.I. Growth

03

2000

10.000

6.995

0

AIM V.I. Growth

04

2005

4.301

4.563

443,045

AIM V.I. Growth

04

2004

4.027

4.301

517,980

AIM V.I. Growth

04

2003

3.109

4.027

547,015

AIM V.I. Growth

04

2002

4.563

3.109

652,060

AIM V.I. Growth

04

2001

6.993

4.563

468,503

AIM V.I. Growth

04

2000

10.000

6.993

251,183

AIM V.I. Growth

05

2005

4.282

4.538

616,188

AIM V.I. Growth

05

2004

4.013

4.282

771,155

AIM V.I. Growth

05

2003

3.101

4.013

942,394

AIM V.I. Growth

05

2002

4.556

3.101

1,007,040

AIM V.I. Growth

05

2001

6.990

4.556

791,165

AIM V.I. Growth

05

2000

10.000

6.990

346,581

AIM V.I. Growth

06

2005

4.253

4.500

311,991

AIM V.I. Growth

06

2004

3.992

4.253

376,295

AIM V.I. Growth

06

2003

3.089

3.992

462,994

AIM V.I. Growth

06

2002

4.546

3.089

446,957

AIM V.I. Growth

06

2001

6.985

4.546

193,713

AIM V.I. Growth

06

2000

10.000

6.985

80,277

AIM V.I. International Growth Fund

01

2005

7.780

9.083

0

AIM V.I. International Growth Fund

01

2004

6.337

7.780

29,883

AIM V.I. International Growth Fund

01

2003

4.960

6.337

29,883

AIM V.I. International Growth Fund

01

2002

5.941

4.960

29,883

AIM V.I. International Growth Fund

01

2001

7.849

5.941

29,883

AIM V.I. International Growth Fund

01

2000

10.000

7.849

5,182

AIM V.I. International Growth Fund

02

2005

7.727

9.008

431,528

AIM V.I. International Growth Fund

02

2004

6.304

7.727

488,799

AIM V.I. International Growth Fund

02

2003

4.941

6.304

517,156

AIM V.I. International Growth Fund

02

2002

5.928

4.941

346,633

AIM V.I. International Growth Fund

02

2001

7.843

5.928

481,487

AIM V.I. International Growth Fund

02

2000

10.000

7.843

134,233

AIM V.I. International Growth Fund

03

2005

7.693

8.959

30,935

AIM V.I. International Growth Fund

03

2004

6.282

7.693

30,935

AIM V.I. International Growth Fund

03

2003

4.929

6.282

31,028

AIM V.I. International Growth Fund

03

2002

5.919

4.929

31,162

AIM V.I. International Growth Fund

03

2001

7.840

5.919

31,298

AIM V.I. International Growth Fund

03

2000

10.000

7.840

31,548

AIM V.I. International Growth Fund

04

2005

7.675

8.934

220,940

AIM V.I. International Growth Fund

04

2004

6.271

7.675

241,239

AIM V.I. International Growth Fund

04

2003

4.923

6.271

271,282

AIM V.I. International Growth Fund

04

2002

5.915

4.923

306,433

AIM V.I. International Growth Fund

04

2001

7.838

5.915

557,746

AIM V.I. International Growth Fund

04

2000

10.000

7.838

123,197

AIM V.I. International Growth Fund

05

2005

7.641

8.885

293,977

AIM V.I. International Growth Fund

05

2004

6.249

7.641

326,353

AIM V.I. International Growth Fund

05

2003

4.911

6.249

366,417

AIM V.I. International Growth Fund

05

2002

5.906

4.911

423,305

AIM V.I. International Growth Fund

05

2001

7.834

5.906

939,316

AIM V.I. International Growth Fund

05

2000

10.000

7.834

292,546

AIM V.I. International Growth Fund

06

2005

7.589

8.811

243,403

AIM V.I. International Growth Fund

06

2004

6.216

7.589

258,494

AIM V.I. International Growth Fund

06

2003

4.892

6.216

275,433

AIM V.I. International Growth Fund

06

2002

5.893

4.892

299,011

AIM V.I. International Growth Fund

06

2001

7.829

5.893

453,866

AIM V.I. International Growth Fund

06

2000

10.000

7.829

87,945

AIM V.I. Premier Equity

01

2005

7.944

8.310

0

AIM V.I. Premier Equity

01

2004

7.587

7.944

0

AIM V.I. Premier Equity

01

2003

6.127

7.587

0

AIM V.I. Premier Equity

01

2002

8.874

6.127

0

AIM V.I. Premier Equity

01

2001

10.000

8.874

0

AIM V.I. Premier Equity

02

2005

7.900

8.251

70,193

AIM V.I. Premier Equity

02

2004

7.556

7.900

72,370

AIM V.I. Premier Equity

02

2003

6.111

7.556

77,041

AIM V.I. Premier Equity

02

2002

8.865

6.111

80,212

AIM V.I. Premier Equity

02

2001

10.000

8.865

23,948

AIM V.I. Premier Equity

03

2005

7.871

8.212

0

AIM V.I. Premier Equity

03

2004

7.535

7.871

0

AIM V.I. Premier Equity

03

2003

6.101

7.535

0

AIM V.I. Premier Equity

03

2002

8.859

6.101

0

AIM V.I. Premier Equity

03

2001

10.000

8.859

0

AIM V.I. Premier Equity

04

2005

7.856

8.193

67,728

AIM V.I. Premier Equity

04

2004

7.525

7.856

78,333

AIM V.I. Premier Equity

04

2003

6.096

7.525

80,139

AIM V.I. Premier Equity

04

2002

8.856

6.096

105,841

AIM V.I. Premier Equity

04

2001

10.000

8.856

53,148

AIM V.I. Premier Equity

05

2005

7.827

8.154

78,500

AIM V.I. Premier Equity

05

2004

7.505

7.827

83,058

AIM V.I. Premier Equity

05

2003

6.085

7.505

83,649

AIM V.I. Premier Equity

05

2002

8.850

6.085

91,582

AIM V.I. Premier Equity

05

2001

10.000

8.850

45,520

AIM V.I. Premier Equity

06

2005

7.783

8.096

108,259

AIM V.I. Premier Equity

06

2004

7.474

7.783

132,069

AIM V.I. Premier Equity

06

2003

6.070

7.474

181,131

AIM V.I. Premier Equity

06

2002

8.841

6.070

179,204

AIM V.I. Premier Equity

06

2001

10.000

8.841

89,762

AIM V.I. Small Company Growth Fund

01

2005

9.001

9.374

0

AIM V.I. Small Company Growth Fund

01

2004

7.983

9.001

0

AIM V.I. Small Company Growth Fund

01

2003

6.043

7.983

0

AIM V.I. Small Company Growth Fund

01

2002

8.861

6.043

0

AIM V.I. Small Company Growth Fund

01

2001

10.000

8.861

0

AIM V.I. Small Company Growth Fund

02

2005

8.951

9.308

21,305

AIM V.I. Small Company Growth Fund

02

2004

7.950

8.951

20,967

AIM V.I. Small Company Growth Fund

02

2003

6.028

7.950

18,694

AIM V.I. Small Company Growth Fund

02

2002

8.852

6.028

21,896

AIM V.I. Small Company Growth Fund

02

2001

10.000

8.852

8,770

AIM V.I. Small Company Growth Fund

03

2005

8.918

9.264

0

AIM V.I. Small Company Growth Fund

03

2004

7.929

8.918

0

AIM V.I. Small Company Growth Fund

03

2003

6.017

7.929

0

AIM V.I. Small Company Growth Fund

03

2002

8.846

6.017

0

AIM V.I. Small Company Growth Fund

03

2001

10.000

8.846

0

AIM V.I. Small Company Growth Fund

04

2005

8.901

9.242

29,947

AIM V.I. Small Company Growth Fund

04

2004

7.918

8.901

31,320

AIM V.I. Small Company Growth Fund

04

2003

6.012

7.918

30,797

AIM V.I. Small Company Growth Fund

04

2002

8.843

6.012

28,048

AIM V.I. Small Company Growth Fund

04

2001

10.000

8.843

15,650

AIM V.I. Small Company Growth Fund

05

2005

8.868

9.198

54,425

AIM V.I. Small Company Growth Fund

05

2004

7.897

8.868

59,251

AIM V.I. Small Company Growth Fund

05

2003

6.002

7.897

60,695

AIM V.I. Small Company Growth Fund

05

2002

8.837

6.002

32,998

AIM V.I. Small Company Growth Fund

05

2001

10.000

8.837

13,894

AIM V.I. Small Company Growth Fund

06

2005

8.818

9.133

26,169

AIM V.I. Small Company Growth Fund

06

2004

7.865

8.818

27,406

AIM V.I. Small Company Growth Fund

06

2003

5.987

7.865

34,789

AIM V.I. Small Company Growth Fund

06

2002

8.828

5.987

29,641

AIM V.I. Small Company Growth Fund

06

2001

10.000

8.828

20,911

Alger Am. Growth

01

2005

6.283

6.969

0

Alger Am. Growth

01

2004

6.016

6.283

0

Alger Am. Growth

01

2003

4.496

6.016

0

Alger Am. Growth

01

2002

6.777

4.496

21,406

Alger Am. Growth

01

2001

7.764

6.777

25,344

Alger Am. Growth

01

2000

10.000

7.764

0

Alger Am. Growth

02

2005

6.241

6.912

172,939

Alger Am. Growth

02

2004

5.985

6.241

267,123

Alger Am. Growth

02

2003

4.479

5.985

325,968

Alger Am. Growth

02

2002

6.762

4.479

383,694

Alger Am. Growth

02

2001

7.758

6.762

399,476

Alger Am. Growth

02

2000

10.000

7.758

130,516

Alger Am. Growth

03

2005

6.213

6.874

16,666

Alger Am. Growth

03

2004

5.964

6.213

16,666

Alger Am. Growth

03

2003

4.468

5.964

16,758

Alger Am. Growth

03

2002

6.752

4.468

143,992

Alger Am. Growth

03

2001

7.755

6.752

160,858

Alger Am. Growth

03

2000

10.000

7.755

442,368

Alger Am. Growth

04

2005

6.199

6.855

270,496

Alger Am. Growth

04

2004

5.953

6.199

322,250

Alger Am. Growth

04

2003

4.462

5.953

423,614

Alger Am. Growth

04

2002

6.747

4.462

496,633

Alger Am. Growth

04

2001

7.753

6.747

537,984

Alger Am. Growth

04

2000

10.000

7.753

244,731

Alger Am. Growth

05

2005

6.171

6.817

994,532

Alger Am. Growth

05

2004

5.932

6.171

1,360,917

Alger Am. Growth

05

2003

4.451

5.932

1,908,090

Alger Am. Growth

05

2002

6.737

4.451

2,059,075

Alger Am. Growth

05

2001

7.749

6.737

2,158,183

Alger Am. Growth

05

2000

10.000

7.749

845,891

Alger Am. Growth

06

2005

6.129

6.760

492,043

Alger Am. Growth

06

2004

5.901

6.129

758,207

Alger Am. Growth

06

2003

4.435

5.901

899,754

Alger Am. Growth

06

2002

6.723

4.435

959,617

Alger Am. Growth

06

2001

7.744

6.723

1,224,615

Alger Am. Growth

06

2000

10.000

7.744

134,394

Alger Am. Income & Growth

01

2005

7.067

7.237

0

Alger Am. Income & Growth

01

2004

6.619

7.067

11,908

Alger Am. Income & Growth

01

2003

5.149

6.619

11,908

Alger Am. Income & Growth

01

2002

7.549

5.149

11,908

Alger Am. Income & Growth

01

2001

8.901

7.549

11,908

Alger Am. Income & Growth

01

2000

10.000

8.901

2,786

Alger Am. Income & Growth

02

2005

7.019

7.177

115,878

Alger Am. Income & Growth

02

2004

6.584

7.019

144,432

Alger Am. Income & Growth

02

2003

5.130

6.584

249,798

Alger Am. Income & Growth

02

2002

7.533

5.130

298,433

Alger Am. Income & Growth

02

2001

8.895

7.533

356,107

Alger Am. Income & Growth

02

2000

10.000

8.895

86,979

Alger Am. Income & Growth

03

2005

6.988

7.138

16,407

Alger Am. Income & Growth

03

2004

6.561

6.988

16,407

Alger Am. Income & Growth

03

2003

5.117

6.561

16,497

Alger Am. Income & Growth

03

2002

7.521

5.117

30,355

Alger Am. Income & Growth

03

2001

8.891

7.521

28,769

Alger Am. Income & Growth

03

2000

10.000

8.891

17,005

Alger Am. Income & Growth

04

2005

6.972

7.118

238,708

Alger Am. Income & Growth

04

2004

6.550

6.972

269,316

Alger Am. Income & Growth

04

2003

5.111

6.550

325,557

Alger Am. Income & Growth

04

2002

7.516

5.111

390,378

Alger Am. Income & Growth

04

2001

8.889

7.516

469,117

Alger Am. Income & Growth

04

2000

10.000

8.889

159,859

Alger Am. Income & Growth

05

2005

6.940

7.079

320,399

Alger Am. Income & Growth

05

2004

6.527

6.940

443,135

Alger Am. Income & Growth

05

2003

5.098

6.527

574,717

Alger Am. Income & Growth

05

2002

7.505

5.098

633,284

Alger Am. Income & Growth

05

2001

8.885

7.505

802,943

Alger Am. Income & Growth

05

2000

10.000

8.885

185,362

Alger Am. Income & Growth

06

2005

6.893

7.020

123,531

Alger Am. Income & Growth

06

2004

6.493

6.893

140,579

Alger Am. Income & Growth

06

2003

5.079

6.493

267,998

Alger Am. Income & Growth

06

2002

7.488

5.079

309,350

Alger Am. Income & Growth

06

2001

8.878

7.488

314,307

Alger Am. Income & Growth

06

2000

10.000

8.878

61,918

Alger Am. Small Capitalization

01

2005

5.787

6.696

0

Alger Am. Small Capitalization

01

2004

5.014

5.787

0

Alger Am. Small Capitalization

01

2003

3.558

5.014

0

Alger Am. Small Capitalization

01

2002

4.872

3.558

0

Alger Am. Small Capitalization

01

2001

6.982

4.872

0

Alger Am. Small Capitalization

01

2000

10.000

6.982

0

Alger Am. Small Capitalization

02

2005

5.748

6.641

69,336

Alger Am. Small Capitalization

02

2004

4.988

5.748

73,018

Alger Am. Small Capitalization

02

2003

3.545

4.988

84,335

Alger Am. Small Capitalization

02

2002

4.861

3.545

92,161

Alger Am. Small Capitalization

02

2001

6.977

4.861

94,917

Alger Am. Small Capitalization

02

2000

10.000

6.977

34,526

Alger Am. Small Capitalization

03

2005

5.722

6.604

9,376

Alger Am. Small Capitalization

03

2004

4.971

5.722

9,376

Alger Am. Small Capitalization

03

2003

3.536

4.971

9,376

Alger Am. Small Capitalization

03

2002

4.854

3.536

30,285

Alger Am. Small Capitalization

03

2001

6.974

4.854

27,593

Alger Am. Small Capitalization

03

2000

10.000

6.974

9,377

Alger Am. Small Capitalization

04

2005

5.709

6.586

68,874

Alger Am. Small Capitalization

04

2004

4.962

5.709

78,741

Alger Am. Small Capitalization

04

2003

3.532

4.962

100,201

Alger Am. Small Capitalization

04

2002

4.850

3.532

128,975

Alger Am. Small Capitalization

04

2001

6.973

4.850

144,086

Alger Am. Small Capitalization

04

2000

10.000

6.973

38,386

Alger Am. Small Capitalization

05

2005

5.683

6.550

110,038

Alger Am. Small Capitalization

05

2004

4.945

5.683

124,308

Alger Am. Small Capitalization

05

2003

3.523

4.945

149,153

Alger Am. Small Capitalization

05

2002

4.843

3.523

174,045

Alger Am. Small Capitalization

05

2001

6.969

4.843

183,398

Alger Am. Small Capitalization

05

2000

10.000

6.969

63,433

Alger Am. Small Capitalization

06

2005

5.645

6.495

38,147

Alger Am. Small Capitalization

06

2004

4.919

5.645

47,276

Alger Am. Small Capitalization

06

2003

3.510

4.919

59,974

Alger Am. Small Capitalization

06

2002

4.832

3.510

64,240

Alger Am. Small Capitalization

06

2001

6.964

4.832

67,320

Alger Am. Small Capitalization

06

2000

10.000

6.964

15,209

Alliance Bernstein Global Technology Portfolio

01

2005

6.905

7.086

0

Alliance Bernstein Global Technology Portfolio

01

2004

6.637

6.905

0

Alliance Bernstein Global Technology Portfolio

01

2003

4.663

6.637

0

Alliance Bernstein Global Technology Portfolio

01

2002

8.094

4.663

0

Alliance Bernstein Global Technology Portfolio

01

2001

10.000

8.094

0

Alliance Bernstein Global Technology Portfolio

02

2005

6.867

7.036

11,401

Alliance Bernstein Global Technology Portfolio

02

2004

6.611

6.867

12,083

Alliance Bernstein Global Technology Portfolio

02

2003

4.651

6.611

14,626

Alliance Bernstein Global Technology Portfolio

02

2002

8.085

4.651

16,885

Alliance Bernstein Global Technology Portfolio

02

2001

10.000

8.085

7,801

Alliance Bernstein Global Technology Portfolio

03

2005

6.841

7.002

0

Alliance Bernstein Global Technology Portfolio

03

2004

6.593

6.841

0

Alliance Bernstein Global Technology Portfolio

03

2003

4.643

6.593

0

Alliance Bernstein Global Technology Portfolio

03

2002

8.080

4.643

0

Alliance Bernstein Global Technology Portfolio

03

2001

10.000

8.080

0

Alliance Bernstein Global Technology Portfolio

04

2005

6.829

6.986

13,404

Alliance Bernstein Global Technology Portfolio

04

2004

6.584

6.829

15,152

Alliance Bernstein Global Technology Portfolio

04

2003

4.639

6.584

22,616

Alliance Bernstein Global Technology Portfolio

04

2002

8.077

4.639

22,701

Alliance Bernstein Global Technology Portfolio

04

2001

10.000

8.077

14,920

Alliance Bernstein Global Technology Portfolio

05

2005

6.803

6.953

54,711

Alliance Bernstein Global Technology Portfolio

05

2004

6.566

6.803

31,794

Alliance Bernstein Global Technology Portfolio

05

2003

4.631

6.566

32,221

Alliance Bernstein Global Technology Portfolio

05

2002

8.072

4.631

51,790

Alliance Bernstein Global Technology Portfolio

05

2001

10.000

8.072

12,343

Alliance Bernstein Global Technology Portfolio

06

2005

6.765

6.904

27,959

Alliance Bernstein Global Technology Portfolio

06

2004

6.539

6.765

34,313

Alliance Bernstein Global Technology Portfolio

06

2003

4.619

6.539

36,418

Alliance Bernstein Global Technology Portfolio

06

2002

8.064

4.619

45,339

Alliance Bernstein Global Technology Portfolio

06

2001

10.000

8.064

22,463

Alliance Bernstein Large Cap Growth Portfolio

01

2005

7.691

8.745

0

Alliance Bernstein Large Cap Growth Portfolio

01

2004

7.171

7.691

0

Alliance Bernstein Large Cap Growth Portfolio

01

2003

5.871

7.171

0

Alliance Bernstein Large Cap Growth Portfolio

01

2002

8.575

5.871

0

Alliance Bernstein Large Cap Growth Portfolio

01

2001

10.000

8.575

0

Alliance Bernstein Large Cap Growth Portfolio

02

2005

7.648

8.683

319,891

Alliance Bernstein Large Cap Growth Portfolio

02

2004

7.142

7.648

336,044

Alliance Bernstein Large Cap Growth Portfolio

02

2003

5.856

7.142

363,924

Alliance Bernstein Large Cap Growth Portfolio

02

2002

8.567

5.856

144,212

Alliance Bernstein Large Cap Growth Portfolio

02

2001

10.000

8.567

87,747

Alliance Bernstein Large Cap Growth Portfolio

03

2005

7.620

8.642

0

Alliance Bernstein Large Cap Growth Portfolio

03

2004

7.122

7.620

0

Alliance Bernstein Large Cap Growth Portfolio

03

2003

5.846

7.122

0

Alliance Bernstein Large Cap Growth Portfolio

03

2002

8.561

5.846

0

Alliance Bernstein Large Cap Growth Portfolio

03

2001

10.000

8.561

0

Alliance Bernstein Large Cap Growth Portfolio

04

2005

7.606

8.622

78,753

Alliance Bernstein Large Cap Growth Portfolio

04

2004

7.113

7.606

81,373

Alliance Bernstein Large Cap Growth Portfolio

04

2003

5.841

7.113

89,603

Alliance Bernstein Large Cap Growth Portfolio

04

2002

8.558

5.841

85,927

Alliance Bernstein Large Cap Growth Portfolio

04

2001

10.000

8.558

52,607

Alliance Bernstein Large Cap Growth Portfolio

05

2005

7.578

8.581

141,984

Alliance Bernstein Large Cap Growth Portfolio

05

2004

7.094

7.578

125,294

Alliance Bernstein Large Cap Growth Portfolio

05

2003

5.832

7.094

124,618

Alliance Bernstein Large Cap Growth Portfolio

05

2002

8.552

5.832

135,802

Alliance Bernstein Large Cap Growth Portfolio

05

2001

10.000

8.552

67,270

Alliance Bernstein Large Cap Growth Portfolio

06

2005

7.535

8.520

110,696

Alliance Bernstein Large Cap Growth Portfolio

06

2004

7.065

7.535

119,713

Alliance Bernstein Large Cap Growth Portfolio

06

2003

5.817

7.065

160,069

Alliance Bernstein Large Cap Growth Portfolio

06

2002

8.543

5.817

186,718

Alliance Bernstein Large Cap Growth Portfolio

06

2001

10.000

8.543

109,464

Alliance Bernstein VP Growth and Income Portfolio

01

2005

10.294

10.660

0

Alliance Bernstein VP Growth and Income Portfolio

01

2004

9.349

10.294

495,111

Alliance Bernstein VP Growth and Income Portfolio

01

2003

7.144

9.349

528,441

Alliance Bernstein VP Growth and Income Portfolio

01

2002

9.284

7.144

289,776

Alliance Bernstein VP Growth and Income Portfolio

01

2001

10.000

9.284

0

Alliance Bernstein VP Growth and Income Portfolio

02

2005

10.237

10.585

388,814

Alliance Bernstein VP Growth and Income Portfolio

02

2004

9.312

10.237

435,902

Alliance Bernstein VP Growth and Income Portfolio

02

2003

7.126

9.312

457,778

Alliance Bernstein VP Growth and Income Portfolio

02

2002

9.274

7.126

316,095

Alliance Bernstein VP Growth and Income Portfolio

02

2001

10.000

9.274

134,214

Alliance Bernstein VP Growth and Income Portfolio

03

2005

10.199

10.535

51,467

Alliance Bernstein VP Growth and Income Portfolio

03

2004

9.287

10.199

52,882

Alliance Bernstein VP Growth and Income Portfolio

03

2003

7.114

9.287

54,381

Alliance Bernstein VP Growth and Income Portfolio

03

2002

9.268

7.114

56,080

Alliance Bernstein VP Growth and Income Portfolio

03

2001

10.000

9.268

18,765

Alliance Bernstein VP Growth and Income Portfolio

04

2005

10.180

10.510

349,742

Alliance Bernstein VP Growth and Income Portfolio

04

2004

9.274

10.180

380,916

Alliance Bernstein VP Growth and Income Portfolio

04

2003

7.108

9.274

406,207

Alliance Bernstein VP Growth and Income Portfolio

04

2002

9.265

7.108

402,307

Alliance Bernstein VP Growth and Income Portfolio

04

2001

10.000

9.265

212,874

Alliance Bernstein VP Growth and Income Portfolio

05

2005

10.142

10.460

373,219

Alliance Bernstein VP Growth and Income Portfolio

05

2004

9.249

10.142

421,162

Alliance Bernstein VP Growth and Income Portfolio

05

2003

7.096

9.249

390,394

Alliance Bernstein VP Growth and Income Portfolio

05

2002

9.259

7.096

469,382

Alliance Bernstein VP Growth and Income Portfolio

05

2001

10.000

9.259

143,364

Alliance Bernstein VP Growth and Income Portfolio

06

2005

10.086

10.386

310,261

Alliance Bernstein VP Growth and Income Portfolio

06

2004

9.211

10.086

338,684

Alliance Bernstein VP Growth and Income Portfolio

06

2003

7.078

9.211

332,660

Alliance Bernstein VP Growth and Income Portfolio

06

2002

9.249

7.078

341,356

Alliance Bernstein VP Growth and Income Portfolio

06

2001

10.000

9.249

116,848

Alliance Bernstein VP Small Cap Growth Portfolio

01

2005

10.570

10.973

0

Alliance Bernstein VP Small Cap Growth Portfolio

01

2004

9.334

10.570

0

Alliance Bernstein VP Small Cap Growth Portfolio

01

2003

6.342

9.334

0

Alliance Bernstein VP Small Cap Growth Portfolio

01

2002

9.430

6.342

0

Alliance Bernstein VP Small Cap Growth Portfolio

01

2001

10.000

9.430

0

Alliance Bernstein VP Small Cap Growth Portfolio

02

2005

10.511

10.896

49,470

Alliance Bernstein VP Small Cap Growth Portfolio

02

2004

9.297

10.511

28,259

Alliance Bernstein VP Small Cap Growth Portfolio

02

2003

6.326

9.297

5,686

Alliance Bernstein VP Small Cap Growth Portfolio

02

2002

9.420

6.326

8,067

Alliance Bernstein VP Small Cap Growth Portfolio

02

2001

10.000

9.420

44,890

Alliance Bernstein VP Small Cap Growth Portfolio

03

2005

10.472

10.844

0

Alliance Bernstein VP Small Cap Growth Portfolio

03

2004

9.272

10.472

0

Alliance Bernstein VP Small Cap Growth Portfolio

03

2003

6.315

9.272

0

Alliance Bernstein VP Small Cap Growth Portfolio

03

2002

9.414

6.315

0

Alliance Bernstein VP Small Cap Growth Portfolio

03

2001

10.000

9.414

0

Alliance Bernstein VP Small Cap Growth Portfolio

04

2005

10.453

10.819

13,119

Alliance Bernstein VP Small Cap Growth Portfolio

04

2004

9.259

10.453

8,611

Alliance Bernstein VP Small Cap Growth Portfolio

04

2003

6.310

9.259

3,313

Alliance Bernstein VP Small Cap Growth Portfolio

04

2002

9.410

6.310

3,217

Alliance Bernstein VP Small Cap Growth Portfolio

04

2001

10.000

9.410

23,184

Alliance Bernstein VP Small Cap Growth Portfolio

05

2005

10.414

10.767

57,881

Alliance Bernstein VP Small Cap Growth Portfolio

05

2004

9.234

10.414

54,796

Alliance Bernstein VP Small Cap Growth Portfolio

05

2003

6.299

9.234

13,563

Alliance Bernstein VP Small Cap Growth Portfolio

05

2002

9.404

6.299

13,305

Alliance Bernstein VP Small Cap Growth Portfolio

05

2001

10.000

9.404

1,505

Alliance Bernstein VP Small Cap Growth Portfolio

06

2005

10.356

10.691

8,846

Alliance Bernstein VP Small Cap Growth Portfolio

06

2004

9.197

10.356

12,703

Alliance Bernstein VP Small Cap Growth Portfolio

06

2003

6.283

9.197

4,547

Alliance Bernstein VP Small Cap Growth Portfolio

06

2002

9.394

6.283

4,356

Alliance Bernstein VP Small Cap Growth Portfolio

06

2001

10.000

9.394

63

Alliance Bernstein VP Worldwide Privatization Portfolio

01

2005

14.117

16.848

0

Alliance Bernstein VP Worldwide Privatization Portfolio

01

2004

11.502

14.117

0

Alliance Bernstein VP Worldwide Privatization Portfolio

01

2003

8.121

11.502

0

Alliance Bernstein VP Worldwide Privatization Portfolio

01

2002

8.568

8.121

0

Alliance Bernstein VP Worldwide Privatization Portfolio

01

2001

10.000

8.568

0

Alliance Bernstein VP Worldwide Privatization Portfolio

02

2005

14.038

16.729

46,517

Alliance Bernstein VP Worldwide Privatization Portfolio

02

2004

11.456

14.038

52,467

Alliance Bernstein VP Worldwide Privatization Portfolio

02

2003

8.100

11.456

52,060

Alliance Bernstein VP Worldwide Privatization Portfolio

02

2002

8.559

8.100

38,475

Alliance Bernstein VP Worldwide Privatization Portfolio

02

2001

10.000

8.559

8,432

Alliance Bernstein VP Worldwide Privatization Portfolio

03

2005

13.986

16.650

0

Alliance Bernstein VP Worldwide Privatization Portfolio

03

2004

11.425

13.986

0

Alliance Bernstein VP Worldwide Privatization Portfolio

03

2003

8.086

11.425

0

Alliance Bernstein VP Worldwide Privatization Portfolio

03

2002

8.553

8.086

0

Alliance Bernstein VP Worldwide Privatization Portfolio

03

2001

10.000

8.553

0

Alliance Bernstein VP Worldwide Privatization Portfolio

04

2005

13.960

16.611

40,439

Alliance Bernstein VP Worldwide Privatization Portfolio

04

2004

11.409

13.960

30,048

Alliance Bernstein VP Worldwide Privatization Portfolio

04

2003

8.080

11.409

23,448

Alliance Bernstein VP Worldwide Privatization Portfolio

04

2002

8.550

8.080

22,749

Alliance Bernstein VP Worldwide Privatization Portfolio

04

2001

10.000

8.550

5,260

Alliance Bernstein VP Worldwide Privatization Portfolio

05

2005

13.908

16.533

65,354

Alliance Bernstein VP Worldwide Privatization Portfolio

05

2004

11.378

13.908

46,463

Alliance Bernstein VP Worldwide Privatization Portfolio

05

2003

8.066

11.378

58,089

Alliance Bernstein VP Worldwide Privatization Portfolio

05

2002

8.545

8.066

64,267

Alliance Bernstein VP Worldwide Privatization Portfolio

05

2001

10.000

8.545

565

Alliance Bernstein VP Worldwide Privatization Portfolio

06

2005

13.831

16.416

46,725

Alliance Bernstein VP Worldwide Privatization Portfolio

06

2004

11.332

13.831

23,642

Alliance Bernstein VP Worldwide Privatization Portfolio

06

2003

8.045

11.332

20,026

Alliance Bernstein VP Worldwide Privatization Portfolio

06

2002

8.536

8.045

13,481

Alliance Bernstein VP Worldwide Privatization Portfolio

06

2001

10.000

8.536

6,516

Fidelity VIP Contrafund Portfolio

01

2005

12.284

14.186

0

Fidelity VIP Contrafund Portfolio

01

2004

10.775

12.284

0

Fidelity VIP Contrafund Portfolio

01

2003

8.490

10.775

0

Fidelity VIP Contrafund Portfolio

01

2002

9.487

8.490

0

Fidelity VIP Contrafund Portfolio

01

2001

10.000

9.487

0

Fidelity VIP Contrafund Portfolio

02

2005

12.216

14.086

258,253

Fidelity VIP Contrafund Portfolio

02

2004

10.732

12.216

228,133

Fidelity VIP Contrafund Portfolio

02

2003

8.469

10.732

176,141

Fidelity VIP Contrafund Portfolio

02

2002

9.477

8.469

148,576

Fidelity VIP Contrafund Portfolio

02

2001

10.000

9.477

37,501

Fidelity VIP Contrafund Portfolio

03

2005

12.171

14.020

0

Fidelity VIP Contrafund Portfolio

03

2004

10.703

12.171

0

Fidelity VIP Contrafund Portfolio

03

2003

8.454

10.703

22,134

Fidelity VIP Contrafund Portfolio

03

2002

9.471

8.454

9,216

Fidelity VIP Contrafund Portfolio

03

2001

10.000

9.471

16,278

Fidelity VIP Contrafund Portfolio

04

2005

12.148

13.987

273,048

Fidelity VIP Contrafund Portfolio

04

2004

10.688

12.148

268,839

Fidelity VIP Contrafund Portfolio

04

2003

8.447

10.688

182,047

Fidelity VIP Contrafund Portfolio

04

2002

9.468

8.447

132,261

Fidelity VIP Contrafund Portfolio

04

2001

10.000

9.468

31,602

Fidelity VIP Contrafund Portfolio

05

2005

12.103

13.921

285,246

Fidelity VIP Contrafund Portfolio

05

2004

10.659

12.103

225,231

Fidelity VIP Contrafund Portfolio

05

2003

8.433

10.659

169,075

Fidelity VIP Contrafund Portfolio

05

2002

9.461

8.433

124,130

Fidelity VIP Contrafund Portfolio

05

2001

10.000

9.461

24,110

Fidelity VIP Contrafund Portfolio

06

2005

12.035

13.822

240,632

Fidelity VIP Contrafund Portfolio

06

2004

10.616

12.035

225,648

Fidelity VIP Contrafund Portfolio

06

2003

8.411

10.616

174,381

Fidelity VIP Contrafund Portfolio

06

2002

9.452

8.411

148,801

Fidelity VIP Contrafund Portfolio

06

2001

10.000

9.452

39,014

Fidelity VIP Growth Portfolio

01

2005

8.043

8.401

8,629

Fidelity VIP Growth Portfolio

01

2004

7.879

8.043

0

Fidelity VIP Growth Portfolio

01

2003

6.004

7.879

4,468

Fidelity VIP Growth Portfolio

01

2002

8.701

6.004

0

Fidelity VIP Growth Portfolio

01

2001

10.000

8.701

0

Fidelity VIP Growth Portfolio

02

2005

7.998

8.342

471,544

Fidelity VIP Growth Portfolio

02

2004

7.847

7.998

521,997

Fidelity VIP Growth Portfolio

02

2003

5.989

7.847

484,414

Fidelity VIP Growth Portfolio

02

2002

8.692

5.989

516,411

Fidelity VIP Growth Portfolio

02

2001

10.000

8.692

298,052

Fidelity VIP Growth Portfolio

03

2005

7.969

8.302

48,345

Fidelity VIP Growth Portfolio

03

2004

7.826

7.969

48,196

Fidelity VIP Growth Portfolio

03

2003

5.979

7.826

43,656

Fidelity VIP Growth Portfolio

03

2002

8.686

5.979

34,438

Fidelity VIP Growth Portfolio

03

2001

10.000

8.686

20,638

Fidelity VIP Growth Portfolio

04

2005

7.954

8.283

575,573

Fidelity VIP Growth Portfolio

04

2004

7.815

7.954

612,128

Fidelity VIP Growth Portfolio

04

2003

5.974

7.815

560,164

Fidelity VIP Growth Portfolio

04

2002

8.683

5.974

462,691

Fidelity VIP Growth Portfolio

04

2001

10.000

8.683

365,485

Fidelity VIP Growth Portfolio

05

2005

7.924

8.244

741,242

Fidelity VIP Growth Portfolio

05

2004

7.794

7.924

778,079

Fidelity VIP Growth Portfolio

05

2003

5.964

7.794

687,859

Fidelity VIP Growth Portfolio

05

2002

8.677

5.964

581,689

Fidelity VIP Growth Portfolio

05

2001

10.000

8.677

486,915

Fidelity VIP Growth Portfolio

06

2005

7.880

8.185

619,650

Fidelity VIP Growth Portfolio

06

2004

7.762

7.880

679,529

Fidelity VIP Growth Portfolio

06

2003

5.949

7.762

615,007

Fidelity VIP Growth Portfolio

06

2002

8.669

5.949

518,008

Fidelity VIP Growth Portfolio

06

2001

10.000

8.669

243,391

Fidelity VIP Overseas Portfolio

01

2005

10.088

11.863

0

Fidelity VIP Overseas Portfolio

01

2004

8.993

10.088

0

Fidelity VIP Overseas Portfolio

01

2003

6.350

8.993

0

Fidelity VIP Overseas Portfolio

01

2002

8.064

6.350

0

Fidelity VIP Overseas Portfolio

01

2001

10.000

8.064

0

Fidelity VIP Overseas Portfolio

02

2005

10.032

11.779

75,314

Fidelity VIP Overseas Portfolio

02

2004

8.956

10.032

110,544

Fidelity VIP Overseas Portfolio

02

2003

6.334

8.956

100,227

Fidelity VIP Overseas Portfolio

02

2002

8.056

6.334

111,890

Fidelity VIP Overseas Portfolio

02

2001

10.000

8.056

287,605

Fidelity VIP Overseas Portfolio

03

2005

9.995

11.724

6,556

Fidelity VIP Overseas Portfolio

03

2004

8.932

9.995

6,556

Fidelity VIP Overseas Portfolio

03

2003

6.324

8.932

21,385

Fidelity VIP Overseas Portfolio

03

2002

8.051

6.324

6,556

Fidelity VIP Overseas Portfolio

03

2001

10.000

8.051

28,489

Fidelity VIP Overseas Portfolio

04

2005

9.976

11.696

68,648

Fidelity VIP Overseas Portfolio

04

2004

8.920

9.976

75,629

Fidelity VIP Overseas Portfolio

04

2003

6.318

8.920

86,286

Fidelity VIP Overseas Portfolio

04

2002

8.048

6.318

84,753

Fidelity VIP Overseas Portfolio

04

2001

10.000

8.048

267,320

Fidelity VIP Overseas Portfolio

05

2005

9.939

11.641

80,629

Fidelity VIP Overseas Portfolio

05

2004

8.896

9.939

103,876

Fidelity VIP Overseas Portfolio

05

2003

6.308

8.896

88,738

Fidelity VIP Overseas Portfolio

05

2002

8.042

6.308

99,988

Fidelity VIP Overseas Portfolio

05

2001

10.000

8.042

363,757

Fidelity VIP Overseas Portfolio

06

2005

9.883

11.558

77,508

Fidelity VIP Overseas Portfolio

06

2004

8.860

9.883

94,039

Fidelity VIP Overseas Portfolio

06

2003

6.291

8.860

100,000

Fidelity VIP Overseas Portfolio

06

2002

8.034

6.291

85,535

Fidelity VIP Overseas Portfolio

06

2001

10.000

8.034

205,124

First Eagle VFT Overseas Variable Series

01

2005

21.047

25.307

5,897

First Eagle VFT Overseas Variable Series

01

2004

16.682

21.047

0

First Eagle VFT Overseas Variable Series

01

2003

11.153

16.682

4,483

First Eagle VFT Overseas Variable Series

01

2002

10.000

11.153

0

First Eagle VFT Overseas Variable Series

02

2005

20.975

25.183

420,933

First Eagle VFT Overseas Variable Series

02

2004

16.650

20.975

419,846

First Eagle VFT Overseas Variable Series

02

2003

11.149

16.650

436,203

First Eagle VFT Overseas Variable Series

02

2002

10.000

11.149

349,064

First Eagle VFT Overseas Variable Series

03

2005

20.927

25.100

35,126

First Eagle VFT Overseas Variable Series

03

2004

16.629

20.927

31,642

First Eagle VFT Overseas Variable Series

03

2003

11.146

16.629

33,514

First Eagle VFT Overseas Variable Series

03

2002

10.000

11.146

29,621

First Eagle VFT Overseas Variable Series

04

2005

20.903

25.059

432,948

First Eagle VFT Overseas Variable Series

04

2004

16.619

20.903

423,299

First Eagle VFT Overseas Variable Series

04

2003

11.145

16.619

419,296

First Eagle VFT Overseas Variable Series

04

2002

10.000

11.145

337,036

First Eagle VFT Overseas Variable Series

05

2005

20.855

24.977

559,367

First Eagle VFT Overseas Variable Series

05

2004

16.597

20.855

573,813

First Eagle VFT Overseas Variable Series

05

2003

11.142

16.597

562,412

First Eagle VFT Overseas Variable Series

05

2002

10.000

11.142

477,270

First Eagle VFT Overseas Variable Series

06

2005

20.784

24.853

490,069

First Eagle VFT Overseas Variable Series

06

2004

16.566

20.784

494,659

First Eagle VFT Overseas Variable Series

06

2003

11.138

16.566

464,020

First Eagle VFT Overseas Variable Series

06

2002

10.000

11.138

409,282

Goldman Sachs V.I.T. Core International Equity Fund

01

2005

8.086

9.102

0

Goldman Sachs V.I.T. Core International Equity Fund

01

2004

7.197

8.086

0

Goldman Sachs V.I.T. Core International Equity Fund

01

2003

5.366

7.197

0

Goldman Sachs V.I.T. Core International Equity Fund

01

2002

6.637

5.366

0

Goldman Sachs V.I.T. Core International Equity Fund

01

2001

8.624

6.637

0

Goldman Sachs V.I.T. Core International Equity Fund

01

2000

10.000

8.624

0

Goldman Sachs V.I.T. Core International Equity Fund

02

2005

8.031

9.027

18,099

Goldman Sachs V.I.T. Core International Equity Fund

02

2004

7.160

8.031

19,055

Goldman Sachs V.I.T. Core International Equity Fund

02

2003

5.346

7.160

28,580

Goldman Sachs V.I.T. Core International Equity Fund

02

2002

6.622

5.346

35,598

Goldman Sachs V.I.T. Core International Equity Fund

02

2001

8.618

6.622

49,452

Goldman Sachs V.I.T. Core International Equity Fund

02

2000

10.000

8.618

19,327

Goldman Sachs V.I.T. Core International Equity Fund

03

2005

7.995

8.977

30,413

Goldman Sachs V.I.T. Core International Equity Fund

03

2004

7.135

7.995

30,413

Goldman Sachs V.I.T. Core International Equity Fund

03

2003

5.332

7.135

30,507

Goldman Sachs V.I.T. Core International Equity Fund

03

2002

6.612

5.332

45,637

Goldman Sachs V.I.T. Core International Equity Fund

03

2001

8.614

6.612

43,801

Goldman Sachs V.I.T. Core International Equity Fund

03

2000

10.000

8.614

31,040

Goldman Sachs V.I.T. Core International Equity Fund

04

2005

7.977

8.953

39,369

Goldman Sachs V.I.T. Core International Equity Fund

04

2004

7.122

7.977

54,629

Goldman Sachs V.I.T. Core International Equity Fund

04

2003

5.326

7.122

59,799

Goldman Sachs V.I.T. Core International Equity Fund

04

2002

6.607

5.326

79,989

Goldman Sachs V.I.T. Core International Equity Fund

04

2001

8.612

6.607

104,655

Goldman Sachs V.I.T. Core International Equity Fund

04

2000

10.000

8.612

38,546

Goldman Sachs V.I.T. Core International Equity Fund

05

2005

7.941

8.903

50,345

Goldman Sachs V.I.T. Core International Equity Fund

05

2004

7.097

7.941

53,457

Goldman Sachs V.I.T. Core International Equity Fund

05

2003

5.312

7.097

56,684

Goldman Sachs V.I.T. Core International Equity Fund

05

2002

6.598

5.312

66,670

Goldman Sachs V.I.T. Core International Equity Fund

05

2001

8.608

6.598

93,953

Goldman Sachs V.I.T. Core International Equity Fund

05

2000

10.000

8.608

31,258

Goldman Sachs V.I.T. Core International Equity Fund

06

2005

7.887

8.829

16,334

Goldman Sachs V.I.T. Core International Equity Fund

06

2004

7.060

7.887

19,840

Goldman Sachs V.I.T. Core International Equity Fund

06

2003

5.293

7.060

20,856

Goldman Sachs V.I.T. Core International Equity Fund

06

2002

6.583

5.293

22,552

Goldman Sachs V.I.T. Core International Equity Fund

06

2001

8.602

6.583

28,203

Goldman Sachs V.I.T. Core International Equity Fund

06

2000

10.000

8.602

15,344

Goldman Sachs V.I.T. Core Small Cap Equity Fund

01

2005

13.503

14.180

2,570

Goldman Sachs V.I.T. Core Small Cap Equity Fund

01

2004

11.725

13.503

0

Goldman Sachs V.I.T. Core Small Cap Equity Fund

01

2003

8.112

11.725

0

Goldman Sachs V.I.T. Core Small Cap Equity Fund

01

2002

9.636

8.112

0

Goldman Sachs V.I.T. Core Small Cap Equity Fund

01

2001

9.312

9.636

0

Goldman Sachs V.I.T. Core Small Cap Equity Fund

01

2000

10.000

9.312

0

Goldman Sachs V.I.T. Core Small Cap Equity Fund

02

2005

13.412

14.063

16,996

Goldman Sachs V.I.T. Core Small Cap Equity Fund

02

2004

11.664

13.412

18,608

Goldman Sachs V.I.T. Core Small Cap Equity Fund

02

2003

8.081

11.664

22,237

Goldman Sachs V.I.T. Core Small Cap Equity Fund

02

2002

9.615

8.081

23,966

Goldman Sachs V.I.T. Core Small Cap Equity Fund

02

2001

9.306

9.615

39,652

Goldman Sachs V.I.T. Core Small Cap Equity Fund

02

2000

10.000

9.306

9,427

Goldman Sachs V.I.T. Core Small Cap Equity Fund

03

2005

13.351

13.985

12,386

Goldman Sachs V.I.T. Core Small Cap Equity Fund

03

2004

11.623

13.351

12,386

Goldman Sachs V.I.T. Core Small Cap Equity Fund

03

2003

8.061

11.623

12,386

Goldman Sachs V.I.T. Core Small Cap Equity Fund

03

2002

9.600

8.061

12,386

Goldman Sachs V.I.T. Core Small Cap Equity Fund

03

2001

9.301

9.600

12,386

Goldman Sachs V.I.T. Core Small Cap Equity Fund

03

2000

10.000

9.301

12,386

Goldman Sachs V.I.T. Core Small Cap Equity Fund

04

2005

13.321

13.946

40,032

Goldman Sachs V.I.T. Core Small Cap Equity Fund

04

2004

11.603

13.321

40,786

Goldman Sachs V.I.T. Core Small Cap Equity Fund

04

2003

8.051

11.603

37,189

Goldman Sachs V.I.T. Core Small Cap Equity Fund

04

2002

9.593

8.051

39,395

Goldman Sachs V.I.T. Core Small Cap Equity Fund

04

2001

9.299

9.593

35,576

Goldman Sachs V.I.T. Core Small Cap Equity Fund

04

2000

10.000

9.299

3,948

Goldman Sachs V.I.T. Core Small Cap Equity Fund

05

2005

13.261

13.869

37,905

Goldman Sachs V.I.T. Core Small Cap Equity Fund

05

2004

11.562

13.261

44,796

Goldman Sachs V.I.T. Core Small Cap Equity Fund

05

2003

8.031

11.562

35,831

Goldman Sachs V.I.T. Core Small Cap Equity Fund

05

2002

9.579

8.031

39,978

Goldman Sachs V.I.T. Core Small Cap Equity Fund

05

2001

9.295

9.579

48,145

Goldman Sachs V.I.T. Core Small Cap Equity Fund

05

2000

10.000

9.295

12,019

Goldman Sachs V.I.T. Core Small Cap Equity Fund

06

2005

13.171

13.755

20,067

Goldman Sachs V.I.T. Core Small Cap Equity Fund

06

2004

11.501

13.171

20,613

Goldman Sachs V.I.T. Core Small Cap Equity Fund

06

2003

8.001

11.501

12,616

Goldman Sachs V.I.T. Core Small Cap Equity Fund

06

2002

9.558

8.001

12,261

Goldman Sachs V.I.T. Core Small Cap Equity Fund

06

2001

9.289

9.558

13,565

Goldman Sachs V.I.T. Core Small Cap Equity Fund

06

2000

10.000

9.289

2,665

Goldman Sachs V.I.T. Core U.S. Equity Fund

01

2005

8.576

9.043

0

Goldman Sachs V.I.T. Core U.S. Equity Fund

01

2004

7.536

8.576

0

Goldman Sachs V.I.T. Core U.S. Equity Fund

01

2003

5.880

7.536

0

Goldman Sachs V.I.T. Core U.S. Equity Fund

01

2002

7.604

5.880

0

Goldman Sachs V.I.T. Core U.S. Equity Fund

01

2001

8.723

7.604

0

Goldman Sachs V.I.T. Core U.S. Equity Fund

01

2000

10.000

8.723

0

Goldman Sachs V.I.T. Core U.S. Equity Fund

02

2005

8.518

8.968

58,446

Goldman Sachs V.I.T. Core U.S. Equity Fund

02

2004

7.497

8.518

69,407

Goldman Sachs V.I.T. Core U.S. Equity Fund

02

2003

5.858

7.497

59,148

Goldman Sachs V.I.T. Core U.S. Equity Fund

02

2002

7.587

5.858

66,992

Goldman Sachs V.I.T. Core U.S. Equity Fund

02

2001

8.717

7.587

92,004

Goldman Sachs V.I.T. Core U.S. Equity Fund

02

2000

10.000

8.717

7,290

Goldman Sachs V.I.T. Core U.S. Equity Fund

03

2005

8.479

8.919

31,424

Goldman Sachs V.I.T. Core U.S. Equity Fund

03

2004

7.471

8.479

31,424

Goldman Sachs V.I.T. Core U.S. Equity Fund

03

2003

5.843

7.471

31,424

Goldman Sachs V.I.T. Core U.S. Equity Fund

03

2002

7.576

5.843

31,424

Goldman Sachs V.I.T. Core U.S. Equity Fund

03

2001

8.713

7.576

26,655

Goldman Sachs V.I.T. Core U.S. Equity Fund

03

2000

10.000

8.713

17,483

Goldman Sachs V.I.T. Core U.S. Equity Fund

04

2005

8.460

8.894

91,435

Goldman Sachs V.I.T. Core U.S. Equity Fund

04

2004

7.458

8.460

93,376

Goldman Sachs V.I.T. Core U.S. Equity Fund

04

2003

5.836

7.458

100,384

Goldman Sachs V.I.T. Core U.S. Equity Fund

04

2002

7.570

5.836

137,091

Goldman Sachs V.I.T. Core U.S. Equity Fund

04

2001

8.711

7.570

126,497

Goldman Sachs V.I.T. Core U.S. Equity Fund

04

2000

10.000

8.711

26,035

Goldman Sachs V.I.T. Core U.S. Equity Fund

05

2005

8.422

8.845

126,978

Goldman Sachs V.I.T. Core U.S. Equity Fund

05

2004

7.432

8.422

164,455

Goldman Sachs V.I.T. Core U.S. Equity Fund

05

2003

5.821

7.432

194,860

Goldman Sachs V.I.T. Core U.S. Equity Fund

05

2002

7.559

5.821

202,999

Goldman Sachs V.I.T. Core U.S. Equity Fund

05

2001

8.707

7.559

179,695

Goldman Sachs V.I.T. Core U.S. Equity Fund

05

2000

10.000

8.707

59,730

Goldman Sachs V.I.T. Core U.S. Equity Fund

06

2005

8.365

8.772

64,393

Goldman Sachs V.I.T. Core U.S. Equity Fund

06

2004

7.393

8.365

74,771

Goldman Sachs V.I.T. Core U.S. Equity Fund

06

2003

5.799

7.393

89,110

Goldman Sachs V.I.T. Core U.S. Equity Fund

06

2002

7.542

5.799

91,518

Goldman Sachs V.I.T. Core U.S. Equity Fund

06

2001

8.701

7.542

44,344

Goldman Sachs V.I.T. Core U.S. Equity Fund

06

2000

10.000

8.701

9,775

Goldman Sachs V.I.T. Growth and Income Fund

01

2005

10.375

10.675

0

Goldman Sachs V.I.T. Growth and Income Fund

01

2004

8.822

10.375

0

Goldman Sachs V.I.T. Growth and Income Fund

01

2003

7.165

8.822

0

Goldman Sachs V.I.T. Growth and Income Fund

01

2002

8.163

7.165

0

Goldman Sachs V.I.T. Growth and Income Fund

01

2001

9.095

8.163

0

Goldman Sachs V.I.T. Growth and Income Fund

01

2000

10.000

9.095

0

Goldman Sachs V.I.T. Growth and Income Fund

02

2005

10.305

10.587

18,087

Goldman Sachs V.I.T. Growth and Income Fund

02

2004

8.775

10.305

18,685

Goldman Sachs V.I.T. Growth and Income Fund

02

2003

7.139

8.775

15,416

Goldman Sachs V.I.T. Growth and Income Fund

02

2002

8.145

7.139

16,846

Goldman Sachs V.I.T. Growth and Income Fund

02

2001

9.089

8.145

20,871

Goldman Sachs V.I.T. Growth and Income Fund

02

2000

10.000

9.089

3,407

Goldman Sachs V.I.T. Growth and Income Fund

03

2005

10.259

10.529

0

Goldman Sachs V.I.T. Growth and Income Fund

03

2004

8.745

10.259

0

Goldman Sachs V.I.T. Growth and Income Fund

03

2003

7.121

8.745

0

Goldman Sachs V.I.T. Growth and Income Fund

03

2002

8.133

7.121

0

Goldman Sachs V.I.T. Growth and Income Fund

03

2001

9.085

8.133

0

Goldman Sachs V.I.T. Growth and Income Fund

03

2000

10.000

9.085

0

Goldman Sachs V.I.T. Growth and Income Fund

04

2005

10.235

10.500

25,220

Goldman Sachs V.I.T. Growth and Income Fund

04

2004

8.730

10.235

26,429

Goldman Sachs V.I.T. Growth and Income Fund

04

2003

7.112

8.730

22,903

Goldman Sachs V.I.T. Growth and Income Fund

04

2002

8.127

7.112

26,190

Goldman Sachs V.I.T. Growth and Income Fund

04

2001

9.083

8.127

26,366

Goldman Sachs V.I.T. Growth and Income Fund

04

2000

10.000

9.083

1,375

Goldman Sachs V.I.T. Growth and Income Fund

05

2005

10.189

10.442

59,584

Goldman Sachs V.I.T. Growth and Income Fund

05

2004

8.699

10.189

25,816

Goldman Sachs V.I.T. Growth and Income Fund

05

2003

7.094

8.699

22,231

Goldman Sachs V.I.T. Growth and Income Fund

05

2002

8.115

7.094

24,430

Goldman Sachs V.I.T. Growth and Income Fund

05

2001

9.079

8.115

27,033

Goldman Sachs V.I.T. Growth and Income Fund

05

2000

10.000

9.079

7,846

Goldman Sachs V.I.T. Growth and Income Fund

06

2005

10.120

10.355

4,774

Goldman Sachs V.I.T. Growth and Income Fund

06

2004

8.653

10.120

6,566

Goldman Sachs V.I.T. Growth and Income Fund

06

2003

7.068

8.653

6,704

Goldman Sachs V.I.T. Growth and Income Fund

06

2002

8.097

7.068

6,869

Goldman Sachs V.I.T. Growth and Income Fund

06

2001

9.073

8.097

6,664

Goldman Sachs V.I.T. Growth and Income Fund

06

2000

10.000

9.073

754

Goldman Sachs VIT Capital Growth Fund

01

2005

8.761

8.929

0

Goldman Sachs VIT Capital Growth Fund

01

2004

8.112

8.761

0

Goldman Sachs VIT Capital Growth Fund

01

2003

6.622

8.112

0

Goldman Sachs VIT Capital Growth Fund

01

2002

8.840

6.622

0

Goldman Sachs VIT Capital Growth Fund

01

2001

10.000

8.840

0

Goldman Sachs VIT Capital Growth Fund

02

2005

8.712

8.866

44,307

Goldman Sachs VIT Capital Growth Fund

02

2004

8.080

8.712

28,398

Goldman Sachs VIT Capital Growth Fund

02

2003

6.605

8.080

29,041

Goldman Sachs VIT Capital Growth Fund

02

2002

8.831

6.605

52,230

Goldman Sachs VIT Capital Growth Fund

02

2001

10.000

8.831

19,056

Goldman Sachs VIT Capital Growth Fund

03

2005

8.680

8.824

0

Goldman Sachs VIT Capital Growth Fund

03

2004

8.058

8.680

0

Goldman Sachs VIT Capital Growth Fund

03

2003

6.594

8.058

0

Goldman Sachs VIT Capital Growth Fund

03

2002

8.825

6.594

0

Goldman Sachs VIT Capital Growth Fund

03

2001

10.000

8.825

0

Goldman Sachs VIT Capital Growth Fund

04

2005

8.664

8.803

25,530

Goldman Sachs VIT Capital Growth Fund

04

2004

8.047

8.664

19,306

Goldman Sachs VIT Capital Growth Fund

04

2003

6.589

8.047

10,832

Goldman Sachs VIT Capital Growth Fund

04

2002

8.822

6.589

7,239

Goldman Sachs VIT Capital Growth Fund

04

2001

10.000

8.822

3,079

Goldman Sachs VIT Capital Growth Fund

05

2005

8.631

8.761

68,405

Goldman Sachs VIT Capital Growth Fund

05

2004

8.025

8.631

72,311

Goldman Sachs VIT Capital Growth Fund

05

2003

6.578

8.025

59,038

Goldman Sachs VIT Capital Growth Fund

05

2002

8.816

6.578

58,209

Goldman Sachs VIT Capital Growth Fund

05

2001

10.000

8.816

18,587

Goldman Sachs VIT Capital Growth Fund

06

2005

8.583

8.699

23,352

Goldman Sachs VIT Capital Growth Fund

06

2004

7.992

8.583

62,879

Goldman Sachs VIT Capital Growth Fund

06

2003

6.561

7.992

59,442

Goldman Sachs VIT Capital Growth Fund

06

2002

8.807

6.561

61,467

Goldman Sachs VIT Capital Growth Fund

06

2001

10.000

8.807

10,732

J.P. Morgan International Opp

01

2005

8.533

9.351

0

J.P. Morgan International Opp

01

2004

7.281

8.533

0

J.P. Morgan International Opp

01

2003

5.553

7.281

0

J.P. Morgan International Opp

01

2002

6.866

5.553

0

J.P. Morgan International Opp

01

2001

8.578

6.866

0

J.P. Morgan International Opp

01

2000

10.000

8.578

0

J.P. Morgan International Opp

02

2005

8.475

9.274

29,052

J.P. Morgan International Opp

02

2004

7.243

8.475

30,207

J.P. Morgan International Opp

02

2003

5.532

7.243

23,521

J.P. Morgan International Opp

02

2002

6.851

5.532

25,781

J.P. Morgan International Opp

02

2001

8.572

6.851

29,234

J.P. Morgan International Opp

02

2000

10.000

8.572

8,732

J.P. Morgan International Opp

03

2005

8.437

9.223

13,243

J.P. Morgan International Opp

03

2004

7.218

8.437

13,243

J.P. Morgan International Opp

03

2003

5.519

7.218

13,243

J.P. Morgan International Opp

03

2002

6.841

5.519

27,963

J.P. Morgan International Opp

03

2001

8.568

6.841

26,079

J.P. Morgan International Opp

03

2000

10.000

8.568

13,244

J.P. Morgan International Opp

04

2005

8.418

9.197

21,553

J.P. Morgan International Opp

04

2004

7.205

8.418

28,130

J.P. Morgan International Opp

04

2003

5.512

7.205

32,101

J.P. Morgan International Opp

04

2002

6.836

5.512

42,584

J.P. Morgan International Opp

04

2001

8.566

6.836

46,727

J.P. Morgan International Opp

04

2000

10.000

8.566

25,338

J.P. Morgan International Opp

05

2005

8.380

9.146

35,095

J.P. Morgan International Opp

05

2004

7.180

8.380

44,704

J.P. Morgan International Opp

05

2003

5.498

7.180

47,651

J.P. Morgan International Opp

05

2002

6.826

5.498

49,965

J.P. Morgan International Opp

05

2001

8.562

6.826

57,920

J.P. Morgan International Opp

05

2000

10.000

8.562

26,166

J.P. Morgan International Opp

06

2005

8.323

9.071

6,474

J.P. Morgan International Opp

06

2004

7.142

8.323

8,901

J.P. Morgan International Opp

06

2003

5.478

7.142

9,157

J.P. Morgan International Opp

06

2002

6.811

5.478

8,576

J.P. Morgan International Opp

06

2001

8.557

6.811

8,741

J.P. Morgan International Opp

06

2000

10.000

8.557

1,673

J.P. Morgan Small Company

01

2005

10.214

10.458

0

J.P. Morgan Small Company

01

2004

8.113

10.214

0

J.P. Morgan Small Company

01

2003

6.027

8.113

0

J.P. Morgan Small Company

01

2002

7.770

6.027

0

J.P. Morgan Small Company

01

2001

8.534

7.770

0

J.P. Morgan Small Company

01

2000

10.000

8.534

0

J.P. Morgan Small Company

02

2005

10.145

10.372

22,045

J.P. Morgan Small Company

02

2004

8.071

10.145

20,795

J.P. Morgan Small Company

02

2003

6.004

8.071

21,505

J.P. Morgan Small Company

02

2002

7.753

6.004

23,416

J.P. Morgan Small Company

02

2001

8.529

7.753

30,979

J.P. Morgan Small Company

02

2000

10.000

8.529

21,708

J.P. Morgan Small Company

03

2005

10.100

10.315

13,334

J.P. Morgan Small Company

03

2004

8.043

10.100

13,334

J.P. Morgan Small Company

03

2003

5.990

8.043

13,334

J.P. Morgan Small Company

03

2002

7.742

5.990

13,334

J.P. Morgan Small Company

03

2001

8.525

7.742

13,334

J.P. Morgan Small Company

03

2000

10.000

8.525

13,334

J.P. Morgan Small Company

04

2005

10.077

10.286

43,906

J.P. Morgan Small Company

04

2004

8.029

10.077

43,544

J.P. Morgan Small Company

04

2003

5.982

8.029

46,528

J.P. Morgan Small Company

04

2002

7.736

5.982

46,898

J.P. Morgan Small Company

04

2001

8.523

7.736

52,274

J.P. Morgan Small Company

04

2000

10.000

8.523

16,703

J.P. Morgan Small Company

05

2005

10.031

10.229

54,366

J.P. Morgan Small Company

05

2004

8.000

10.031

51,368

J.P. Morgan Small Company

05

2003

5.967

8.000

41,947

J.P. Morgan Small Company

05

2002

7.724

5.967

47,607

J.P. Morgan Small Company

05

2001

8.519

7.724

46,314

J.P. Morgan Small Company

05

2000

10.000

8.519

20,851

J.P. Morgan Small Company

06

2005

9.964

10.145

17,957

J.P. Morgan Small Company

06

2004

7.958

9.964

19,164

J.P. Morgan Small Company

06

2003

5.945

7.958

21,706

J.P. Morgan Small Company

06

2002

7.707

5.945

21,790

J.P. Morgan Small Company

06

2001

8.513

7.707

26,275

J.P. Morgan Small Company

06

2000

10.000

8.513

13,957

JP Morgan US Large Core Equity

01

2005

7.707

7.734

0

JP Morgan US Large Core Equity

01

2004

7.111

7.707

0

JP Morgan US Large Core Equity

01

2003

5.605

7.111

0

JP Morgan US Large Core Equity

01

2002

7.512

5.605

0

JP Morgan US Large Core Equity

01

2001

8.614

7.512

0

JP Morgan US Large Core Equity

01

2000

10.000

8.614

0

JP Morgan US Large Core Equity

02

2005

7.655

7.670

25,622

JP Morgan US Large Core Equity

02

2004

7.073

7.655

25,881

JP Morgan US Large Core Equity

02

2003

5.584

7.073

30,825

JP Morgan US Large Core Equity

02

2002

7.495

5.584

32,702

JP Morgan US Large Core Equity

02

2001

8.608

7.495

39,736

JP Morgan US Large Core Equity

02

2000

10.000

8.608

13,403

JP Morgan US Large Core Equity

03

2005

7.621

7.627

15,284

JP Morgan US Large Core Equity

03

2004

7.049

7.621

15,284

JP Morgan US Large Core Equity

03

2003

5.570

7.049

15,284

JP Morgan US Large Core Equity

03

2002

7.484

5.570

15,284

JP Morgan US Large Core Equity

03

2001

8.604

7.484

15,284

JP Morgan US Large Core Equity

03

2000

10.000

8.604

15,284

JP Morgan US Large Core Equity

04

2005

7.604

7.606

51,703

JP Morgan US Large Core Equity

04

2004

7.036

7.604

52,774

JP Morgan US Large Core Equity

04

2003

5.564

7.036

59,852

JP Morgan US Large Core Equity

04

2002

7.478

5.564

61,296

JP Morgan US Large Core Equity

04

2001

8.602

7.478

74,037

JP Morgan US Large Core Equity

04

2000

10.000

8.602

39,198

JP Morgan US Large Core Equity

05

2005

7.569

7.564

49,804

JP Morgan US Large Core Equity

05

2004

7.012

7.569

70,307

JP Morgan US Large Core Equity

05

2003

5.550

7.012

73,208

JP Morgan US Large Core Equity

05

2002

7.467

5.550

86,108

JP Morgan US Large Core Equity

05

2001

8.598

7.467

99,221

JP Morgan US Large Core Equity

05

2000

10.000

8.598

53,641

JP Morgan US Large Core Equity

06

2005

7.518

7.502

8,872

JP Morgan US Large Core Equity

06

2004

6.975

7.518

11,072

JP Morgan US Large Core Equity

06

2003

5.529

6.975

11,543

JP Morgan US Large Core Equity

06

2002

7.451

5.529

12,073

JP Morgan US Large Core Equity

06

2001

8.592

7.451

26,692

JP Morgan US Large Core Equity

06

2000

10.000

8.592

2,420

Lord Abbett Series Fund Growth and Income

01

2005

12.392

12.667

18,531

Lord Abbett Series Fund Growth and Income

01

2004

11.111

12.392

18,482

Lord Abbett Series Fund Growth and Income

01

2003

8.567

11.111

77,027

Lord Abbett Series Fund Growth and Income

01

2002

10.557

8.567

80,285

Lord Abbett Series Fund Growth and Income

01

2001

11.432

10.557

8,430

Lord Abbett Series Fund Growth and Income

01

2000

10.000

11.432

0

Lord Abbett Series Fund Growth and Income

02

2005

12.308

12.562

1,036,571

Lord Abbett Series Fund Growth and Income

02

2004

11.053

12.308

1,145,267

Lord Abbett Series Fund Growth and Income

02

2003

8.535

11.053

1,155,087

Lord Abbett Series Fund Growth and Income

02

2002

10.534

8.535

1,202,962

Lord Abbett Series Fund Growth and Income

02

2001

11.425

10.534

938,637

Lord Abbett Series Fund Growth and Income

02

2000

10.000

11.425

52,400

Lord Abbett Series Fund Growth and Income

03

2005

12.253

12.493

103,790

Lord Abbett Series Fund Growth and Income

03

2004

11.015

12.253

93,464

Lord Abbett Series Fund Growth and Income

03

2003

8.514

11.015

94,104

Lord Abbett Series Fund Growth and Income

03

2002

10.518

8.514

92,965

Lord Abbett Series Fund Growth and Income

03

2001

11.419

10.518

89,639

Lord Abbett Series Fund Growth and Income

03

2000

10.000

11.419

23,743

Lord Abbett Series Fund Growth and Income

04

2005

12.225

12.458

1,014,449

Lord Abbett Series Fund Growth and Income

04

2004

10.995

12.225

1,085,860

Lord Abbett Series Fund Growth and Income

04

2003

8.503

10.995

1,059,451

Lord Abbett Series Fund Growth and Income

04

2002

10.511

8.503

1,022,031

Lord Abbett Series Fund Growth and Income

04

2001

11.417

10.511

817,059

Lord Abbett Series Fund Growth and Income

04

2000

10.000

11.417

55,535

Lord Abbett Series Fund Growth and Income

05

2005

12.170

12.390

1,618,766

Lord Abbett Series Fund Growth and Income

05

2004

10.957

12.170

1,727,999

Lord Abbett Series Fund Growth and Income

05

2003

8.482

10.957

1,661,273

Lord Abbett Series Fund Growth and Income

05

2002

10.495

8.482

1,641,319

Lord Abbett Series Fund Growth and Income

05

2001

11.412

10.495

1,464,628

Lord Abbett Series Fund Growth and Income

05

2000

10.000

11.412

125,200

Lord Abbett Series Fund Growth and Income

06

2005

12.087

12.287

1,174,688

Lord Abbett Series Fund Growth and Income

06

2004

10.899

12.087

1,221,286

Lord Abbett Series Fund Growth and Income

06

2003

8.450

10.899

1,271,538

Lord Abbett Series Fund Growth and Income

06

2002

10.472

8.450

1,317,777

Lord Abbett Series Fund Growth and Income

06

2001

11.404

10.472

826,139

Lord Abbett Series Fund Growth and Income

06

2000

10.000

11.404

116,974

Lord Abbett Series Fund International

01

2005

10.750

13.477

0

Lord Abbett Series Fund International

01

2004

8.996

10.750

0

Lord Abbett Series Fund International

01

2003

6.433

8.996

0

Lord Abbett Series Fund International

01

2002

7.896

6.433

0

Lord Abbett Series Fund International

01

2001

10.000

7.896

0

Lord Abbett Series Fund International

02

2005

10.690

13.382

50,238

Lord Abbett Series Fund International

02

2004

8.960

10.690

46,135

Lord Abbett Series Fund International

02

2003

6.417

8.960

39,264

Lord Abbett Series Fund International

02

2002

7.888

6.417

37,731

Lord Abbett Series Fund International

02

2001

10.000

7.888

5,865

Lord Abbett Series Fund International

03

2005

10.651

13.319

0

Lord Abbett Series Fund International

03

2004

8.936

10.651

0

Lord Abbett Series Fund International

03

2003

6.406

8.936

0

Lord Abbett Series Fund International

03

2002

7.883

6.406

0

Lord Abbett Series Fund International

03

2001

10.000

7.883

0

Lord Abbett Series Fund International

04

2005

10.631

13.288

28,599

Lord Abbett Series Fund International

04

2004

8.924

10.631

38,475

Lord Abbett Series Fund International

04

2003

6.401

8.924

20,496

Lord Abbett Series Fund International

04

2002

7.880

6.401

17,845

Lord Abbett Series Fund International

04

2001

10.000

7.880

2,053

Lord Abbett Series Fund International

05

2005

10.591

13.225

66,241

Lord Abbett Series Fund International

05

2004

8.899

10.591

73,168

Lord Abbett Series Fund International

05

2003

6.390

8.899

35,039

Lord Abbett Series Fund International

05

2002

7.875

6.390

35,230

Lord Abbett Series Fund International

05

2001

10.000

7.875

17,920

Lord Abbett Series Fund International

06

2005

10.532

13.131

37,818

Lord Abbett Series Fund International

06

2004

8.863

10.532

38,260

Lord Abbett Series Fund International

06

2003

6.373

8.863

15,428

Lord Abbett Series Fund International

06

2002

7.867

6.373

16,560

Lord Abbett Series Fund International

06

2001

10.000

7.867

4,349

Lord Abbett Series Fund Mid Cap Value

01

2005

14.088

15.094

13,649

Lord Abbett Series Fund Mid Cap Value

01

2004

11.472

14.088

10,820

Lord Abbett Series Fund Mid Cap Value

01

2003

9.289

11.472

14,511

Lord Abbett Series Fund Mid Cap Value

01

2002

10.400

9.289

12,184

Lord Abbett Series Fund Mid Cap Value

01

2001

10.000

10.400

0

Lord Abbett Series Fund Mid Cap Value

02

2005

14.010

14.988

612,503

Lord Abbett Series Fund Mid Cap Value

02

2004

11.426

14.010

655,846

Lord Abbett Series Fund Mid Cap Value

02

2003

9.265

11.426

648,163

Lord Abbett Series Fund Mid Cap Value

02

2002

10.390

9.265

462,334

Lord Abbett Series Fund Mid Cap Value

02

2001

10.000

10.390

236,646

Lord Abbett Series Fund Mid Cap Value

03

2005

13.958

14.917

22,192

Lord Abbett Series Fund Mid Cap Value

03

2004

11.395

13.958

17,056

Lord Abbett Series Fund Mid Cap Value

03

2003

9.250

11.395

18,016

Lord Abbett Series Fund Mid Cap Value

03

2002

10.383

9.250

16,386

Lord Abbett Series Fund Mid Cap Value

03

2001

10.000

10.383

5,016

Lord Abbett Series Fund Mid Cap Value

04

2005

13.932

14.882

530,378

Lord Abbett Series Fund Mid Cap Value

04

2004

11.380

13.932

546,081

Lord Abbett Series Fund Mid Cap Value

04

2003

9.242

11.380

545,142

Lord Abbett Series Fund Mid Cap Value

04

2002

10.379

9.242

461,825

Lord Abbett Series Fund Mid Cap Value

04

2001

10.000

10.379

222,090

Lord Abbett Series Fund Mid Cap Value

05

2005

13.880

14.811

761,317

Lord Abbett Series Fund Mid Cap Value

05

2004

11.349

13.880

735,287

Lord Abbett Series Fund Mid Cap Value

05

2003

9.226

11.349

670,655

Lord Abbett Series Fund Mid Cap Value

05

2002

10.372

9.226

574,297

Lord Abbett Series Fund Mid Cap Value

05

2001

10.000

10.372

278,605

Lord Abbett Series Fund Mid Cap Value

06

2005

13.803

14.707

666,760

Lord Abbett Series Fund Mid Cap Value

06

2004

11.303

13.803

682,276

Lord Abbett Series Fund Mid Cap Value

06

2003

9.203

11.303

657,076

Lord Abbett Series Fund Mid Cap Value

06

2002

10.361

9.203

605,153

Lord Abbett Series Fund Mid Cap Value

06

2001

10.000

10.361

224,493

MFS Capital Appreciation

01

2005

5.391

5.386

0

MFS Capital Appreciation

01

2004

4.905

5.391

0

MFS Capital Appreciation

01

2003

3.849

4.905

0

MFS Capital Appreciation

01

2002

5.750

3.849

22,443

MFS Capital Appreciation

01

2001

7.778

5.750

26,572

MFS Capital Appreciation

01

2000

10.000

7.778

0

MFS Capital Appreciation

02

2005

5.354

5.341

75,894

MFS Capital Appreciation

02

2004

4.879

5.354

87,767

MFS Capital Appreciation

02

2003

3.835

4.879

107,156

MFS Capital Appreciation

02

2002

5.738

3.835

119,214

MFS Capital Appreciation

02

2001

7.772

5.738

162,028

MFS Capital Appreciation

02

2000

10.000

7.772

77,731

MFS Capital Appreciation

03

2005

5.330

5.312

31,810

MFS Capital Appreciation

03

2004

4.862

5.330

31,810

MFS Capital Appreciation

03

2003

3.825

4.862

31,810

MFS Capital Appreciation

03

2002

5.729

3.825

31,810

MFS Capital Appreciation

03

2001

7.769

5.729

31,810

MFS Capital Appreciation

03

2000

10.000

7.769

31,811

MFS Capital Appreciation

04

2005

5.318

5.297

147,423

MFS Capital Appreciation

04

2004

4.853

5.318

181,270

MFS Capital Appreciation

04

2003

3.820

4.853

196,110

MFS Capital Appreciation

04

2002

5.725

3.820

223,556

MFS Capital Appreciation

04

2001

7.767

5.725

294,658

MFS Capital Appreciation

04

2000

10.000

7.767

137,695

MFS Capital Appreciation

05

2005

5.294

5.268

167,599

MFS Capital Appreciation

05

2004

4.836

5.294

231,921

MFS Capital Appreciation

05

2003

3.811

4.836

260,017

MFS Capital Appreciation

05

2002

5.716

3.811

284,178

MFS Capital Appreciation

05

2001

7.764

5.716

336,923

MFS Capital Appreciation

05

2000

10.000

7.764

111,529

MFS Capital Appreciation

06

2005

5.258

5.224

100,043

MFS Capital Appreciation

06

2004

4.811

5.258

144,067

MFS Capital Appreciation

06

2003

3.797

4.811

194,909

MFS Capital Appreciation

06

2002

5.704

3.797

207,761

MFS Capital Appreciation

06

2001

7.758

5.704

250,825

MFS Capital Appreciation

06

2000

10.000

7.758

91,422

MFS Emerging Growth

01

2005

4.787

5.172

0

MFS Emerging Growth

01

2004

4.270

4.787

0

MFS Emerging Growth

01

2003

3.280

4.270

0

MFS Emerging Growth

01

2002

5.033

3.280

0

MFS Emerging Growth

01

2001

7.772

5.033

0

MFS Emerging Growth

01

2000

10.000

7.772

0

MFS Emerging Growth

02

2005

4.754

5.129

161,009

MFS Emerging Growth

02

2004

4.247

4.754

192,301

MFS Emerging Growth

02

2003

3.268

4.247

221,381

MFS Emerging Growth

02

2002

5.022

3.268

201,852

MFS Emerging Growth

02

2001

7.767

5.022

311,245

MFS Emerging Growth

02

2000

10.000

7.767

172,848

MFS Emerging Growth

03

2005

4.733

5.101

46,626

MFS Emerging Growth

03

2004

4.233

4.733

46,626

MFS Emerging Growth

03

2003

3.260

4.233

46,626

MFS Emerging Growth

03

2002

5.015

3.260

46,626

MFS Emerging Growth

03

2001

7.763

5.015

56,830

MFS Emerging Growth

03

2000

10.000

7.763

46,626

MFS Emerging Growth

04

2005

4.722

5.087

238,645

MFS Emerging Growth

04

2004

4.225

4.722

290,052

MFS Emerging Growth

04

2003

3.255

4.225

332,296

MFS Emerging Growth

04

2002

5.011

3.255

390,032

MFS Emerging Growth

04

2001

7.761

5.011

535,421

MFS Emerging Growth

04

2000

10.000

7.761

260,438

MFS Emerging Growth

05

2005

4.701

5.059

451,526

MFS Emerging Growth

05

2004

4.210

4.701

546,238

MFS Emerging Growth

05

2003

3.247

4.210

643,094

MFS Emerging Growth

05

2002

5.003

3.247

715,518

MFS Emerging Growth

05

2001

7.758

5.003

917,385

MFS Emerging Growth

05

2000

10.000

7.758

439,010

MFS Emerging Growth

06

2005

4.669

5.017

110,038

MFS Emerging Growth

06

2004

4.188

4.669

145,824

MFS Emerging Growth

06

2003

3.235

4.188

200,332

MFS Emerging Growth

06

2002

4.992

3.235

225,151

MFS Emerging Growth

06

2001

7.752

4.992

284,473

MFS Emerging Growth

06

2000

10.000

7.752

142,901

MFS Government Securities

01

2005

12.866

13.031

0

MFS Government Securities

01

2004

12.525

12.866

0

MFS Government Securities

01

2003

12.385

12.525

44,974

MFS Government Securities

01

2002

11.393

12.385

46,686

MFS Government Securities

01

2001

10.711

11.393

14,994

MFS Government Securities

01

2000

10.000

10.711

0

MFS Government Securities

02

2005

12.779

12.923

201,956

MFS Government Securities

02

2004

12.459

12.779

223,749

MFS Government Securities

02

2003

12.339

12.459

294,674

MFS Government Securities

02

2002

11.368

12.339

345,903

MFS Government Securities

02

2001

10.704

11.368

270,869

MFS Government Securities

02

2000

10.000

10.704

39,960

MFS Government Securities

03

2005

12.721

12.852

0

MFS Government Securities

03

2004

12.416

12.721

0

MFS Government Securities

03

2003

12.308

12.416

5,178

MFS Government Securities

03

2002

11.351

12.308

15,741

MFS Government Securities

03

2001

10.699

11.351

0

MFS Government Securities

03

2000

10.000

10.699

0

MFS Government Securities

04

2005

12.693

12.817

94,360

MFS Government Securities

04

2004

12.394

12.693

140,598

MFS Government Securities

04

2003

12.293

12.394

234,747

MFS Government Securities

04

2002

11.343

12.293

431,106

MFS Government Securities

04

2001

10.696

11.343

277,395

MFS Government Securities

04

2000

10.000

10.696

18,410

MFS Government Securities

05

2005

12.635

12.746

328,604

MFS Government Securities

05

2004

12.351

12.635

397,464

MFS Government Securities

05

2003

12.263

12.351

480,517

MFS Government Securities

05

2002

11.326

12.263

635,526

MFS Government Securities

05

2001

10.691

11.326

427,113

MFS Government Securities

05

2000

10.000

10.691

28,193

MFS Government Securities

06

2005

12.550

12.640

152,149

MFS Government Securities

06

2004

12.286

12.550

186,701

MFS Government Securities

06

2003

12.217

12.286

240,134

MFS Government Securities

06

2002

11.301

12.217

354,960

MFS Government Securities

06

2001

10.684

11.301

241,877

MFS Government Securities

06

2000

10.000

10.684

1,703

MFS High Yield

01

2005

12.290

12.434

0

MFS High Yield

01

2004

11.333

12.290

0

MFS High Yield

01

2003

9.426

11.333

0

MFS High Yield

01

2002

9.271

9.426

0

MFS High Yield

01

2001

9.204

9.271

0

MFS High Yield

01

2000

10.000

9.204

0

MFS High Yield

02

2005

12.207

12.332

160,244

MFS High Yield

02

2004

11.273

12.207

169,686

MFS High Yield

02

2003

9.391

11.273

186,208

MFS High Yield

02

2002

9.250

9.391

211,309

MFS High Yield

02

2001

9.197

9.250

286,879

MFS High Yield

02

2000

10.000

9.197

31,852

MFS High Yield

03

2005

12.152

12.264

0

MFS High Yield

03

2004

11.234

12.152

73,878

MFS High Yield

03

2003

9.368

11.234

80,214

MFS High Yield

03

2002

9.237

9.368

50,183

MFS High Yield

03

2001

9.193

9.237

11,033

MFS High Yield

03

2000

10.000

9.193

0

MFS High Yield

04

2005

12.124

12.230

122,439

MFS High Yield

04

2004

11.214

12.124

148,454

MFS High Yield

04

2003

9.356

11.214

174,560

MFS High Yield

04

2002

9.230

9.356

143,397

MFS High Yield

04

2001

9.191

9.230

296,337

MFS High Yield

04

2000

10.000

9.191

44,961

MFS High Yield

05

2005

12.070

12.162

161,072

MFS High Yield

05

2004

11.175

12.070

192,272

MFS High Yield

05

2003

9.333

11.175

222,015

MFS High Yield

05

2002

9.216

9.333

226,002

MFS High Yield

05

2001

9.187

9.216

443,200

MFS High Yield

05

2000

10.000

9.187

67,901

MFS High Yield

06

2005

11.988

12.062

61,591

MFS High Yield

06

2004

11.116

11.988

80,437

MFS High Yield

06

2003

9.298

11.116

85,102

MFS High Yield

06

2002

9.196

9.298

65,178

MFS High Yield

06

2001

9.180

9.196

150,240

MFS High Yield

06

2000

10.000

9.180

15,842

MFS Utilities

01

2005

9.538

11.076

0

MFS Utilities

01

2004

7.390

9.538

0

MFS Utilities

01

2003

5.478

7.390

0

MFS Utilities

01

2002

7.267

5.478

0

MFS Utilities

01

2001

9.699

7.267

0

MFS Utilities

01

2000

10.000

9.699

0

MFS Utilities

02

2005

9.473

10.984

143,550

MFS Utilities

02

2004

7.351

9.473

150,805

MFS Utilities

02

2003

5.458

7.351

181,859

MFS Utilities

02

2002

7.251

5.458

171,362

MFS Utilities

02

2001

9.692

7.251

251,743

MFS Utilities

02

2000

10.000

9.692

86,311

MFS Utilities

03

2005

9.431

10.924

23,829

MFS Utilities

03

2004

7.325

9.431

23,829

MFS Utilities

03

2003

5.444

7.325

23,829

MFS Utilities

03

2002

7.240

5.444

23,829

MFS Utilities

03

2001

9.687

7.240

51,498

MFS Utilities

03

2000

10.000

9.687

23,829

MFS Utilities

04

2005

9.409

10.893

226,392

MFS Utilities

04

2004

7.313

9.409

262,865

MFS Utilities

04

2003

5.437

7.313

300,753

MFS Utilities

04

2002

7.235

5.437

331,405

MFS Utilities

04

2001

9.685

7.235

467,748

MFS Utilities

04

2000

10.000

9.685

125,061

MFS Utilities

05

2005

9.367

10.833

279,094

MFS Utilities

05

2004

7.287

9.367

344,484

MFS Utilities

05

2003

5.424

7.287

340,193

MFS Utilities

05

2002

7.224

5.424

378,852

MFS Utilities

05

2001

9.681

7.224

607,648

MFS Utilities

05

2000

10.000

9.681

144,204

MFS Utilities

06

2005

9.304

10.744

159,090

MFS Utilities

06

2004

7.249

9.304

172,611

MFS Utilities

06

2003

5.404

7.249

206,340

MFS Utilities

06

2002

7.208

5.404

206,402

MFS Utilities

06

2001

9.674

7.208

225,694

MFS Utilities

06

2000

10.000

9.674

23,830

MFS/Sun Life Capital Appreciation Series S Class

01

2005

9.053

9.020

0

MFS/Sun Life Capital Appreciation Series S Class

01

2004

8.255

9.053

0

MFS/Sun Life Capital Appreciation Series S Class

01

2003

6.496

8.255

0

MFS/Sun Life Capital Appreciation Series S Class

01

2002

9.730

6.496

0

MFS/Sun Life Capital Appreciation Series S Class

01

2001

10.000

9.730

0

MFS/Sun Life Capital Appreciation Series S Class

02

2005

9.007

8.960

14,031

MFS/Sun Life Capital Appreciation Series S Class

02

2004

8.225

9.007

16,252

MFS/Sun Life Capital Appreciation Series S Class

02

2003

6.483

8.225

24,128

MFS/Sun Life Capital Appreciation Series S Class

02

2002

9.725

6.483

24,378

MFS/Sun Life Capital Appreciation Series S Class

02

2001

10.000

9.725

12,482

MFS/Sun Life Capital Appreciation Series S Class

03

2005

8.977

8.921

0

MFS/Sun Life Capital Appreciation Series S Class

03

2004

8.206

8.977

0

MFS/Sun Life Capital Appreciation Series S Class

03

2003

6.474

8.206

0

MFS/Sun Life Capital Appreciation Series S Class

03

2002

9.722

6.474

0

MFS/Sun Life Capital Appreciation Series S Class

03

2001

10.000

9.722

0

MFS/Sun Life Capital Appreciation Series S Class

04

2005

8.961

8.901

21,701

MFS/Sun Life Capital Appreciation Series S Class

04

2004

8.196

8.961

33,971

MFS/Sun Life Capital Appreciation Series S Class

04

2003

6.470

8.196

35,607

MFS/Sun Life Capital Appreciation Series S Class

04

2002

9.720

6.470

27,405

MFS/Sun Life Capital Appreciation Series S Class

04

2001

10.000

9.720

13,291

MFS/Sun Life Capital Appreciation Series S Class

05

2005

8.931

8.862

20,612

MFS/Sun Life Capital Appreciation Series S Class

05

2004

8.177

8.931

35,437

MFS/Sun Life Capital Appreciation Series S Class

05

2003

6.461

8.177

23,035

MFS/Sun Life Capital Appreciation Series S Class

05

2002

9.716

6.461

22,197

MFS/Sun Life Capital Appreciation Series S Class

05

2001

10.000

9.716

6,533

MFS/Sun Life Capital Appreciation Series S Class

06

2005

8.886

8.804

21,255

MFS/Sun Life Capital Appreciation Series S Class

06

2004

8.147

8.886

27,694

MFS/Sun Life Capital Appreciation Series S Class

06

2003

6.448

8.147

29,639

MFS/Sun Life Capital Appreciation Series S Class

06

2002

9.711

6.448

35,317

MFS/Sun Life Capital Appreciation Series S Class

06

2001

10.000

9.711

25,479

MFS/Sun Life Emerging Growth Series S Class

01

2005

9.174

9.891

0

MFS/Sun Life Emerging Growth Series S Class

01

2004

8.203

9.174

0

MFS/Sun Life Emerging Growth Series S Class

01

2003

6.319

8.203

0

MFS/Sun Life Emerging Growth Series S Class

01

2002

9.723

6.319

0

MFS/Sun Life Emerging Growth Series S Class

01

2001

10.000

9.723

0

MFS/Sun Life Emerging Growth Series S Class

02

2005

9.127

9.826

90,561

MFS/Sun Life Emerging Growth Series S Class

02

2004

8.174

9.127

93,994

MFS/Sun Life Emerging Growth Series S Class

02

2003

6.306

8.174

99,042

MFS/Sun Life Emerging Growth Series S Class

02

2002

9.717

6.306

31,501

MFS/Sun Life Emerging Growth Series S Class

02

2001

10.000

9.717

22,622

MFS/Sun Life Emerging Growth Series S Class

03

2005

9.097

9.783

0

MFS/Sun Life Emerging Growth Series S Class

03

2004

8.155

9.097

0

MFS/Sun Life Emerging Growth Series S Class

03

2003

6.297

8.155

0

MFS/Sun Life Emerging Growth Series S Class

03

2002

9.714

6.297

0

MFS/Sun Life Emerging Growth Series S Class

03

2001

10.000

9.714

0

MFS/Sun Life Emerging Growth Series S Class

04

2005

9.081

9.761

18,115

MFS/Sun Life Emerging Growth Series S Class

04

2004

8.145

9.081

34,124

MFS/Sun Life Emerging Growth Series S Class

04

2003

6.293

8.145

31,806

MFS/Sun Life Emerging Growth Series S Class

04

2002

9.712

6.293

17,044

MFS/Sun Life Emerging Growth Series S Class

04

2001

10.000

9.712

8,995

MFS/Sun Life Emerging Growth Series S Class

05

2005

9.050

9.718

17,846

MFS/Sun Life Emerging Growth Series S Class

05

2004

8.126

9.050

21,035

MFS/Sun Life Emerging Growth Series S Class

05

2003

6.284

8.126

23,236

MFS/Sun Life Emerging Growth Series S Class

05

2002

9.709

6.284

22,735

MFS/Sun Life Emerging Growth Series S Class

05

2001

10.000

9.709

8,919

MFS/Sun Life Emerging Growth Series S Class

06

2005

9.004

9.654

15,663

MFS/Sun Life Emerging Growth Series S Class

06

2004

8.097

9.004

25,239

MFS/Sun Life Emerging Growth Series S Class

06

2003

6.271

8.097

24,725

MFS/Sun Life Emerging Growth Series S Class

06

2002

9.704

6.271

26,522

MFS/Sun Life Emerging Growth Series S Class

06

2001

10.000

9.704

11,204

MFS/Sun Life Government Securities Series S Class

01

2005

11.354

11.466

20,657

MFS/Sun Life Government Securities Series S Class

01

2004

11.075

11.354

19,858

MFS/Sun Life Government Securities Series S Class

01

2003

10.982

11.075

56,258

MFS/Sun Life Government Securities Series S Class

01

2002

10.129

10.982

36,582

MFS/Sun Life Government Securities Series S Class

01

2001

10.000

10.129

0

MFS/Sun Life Government Securities Series S Class

02

2005

11.296

11.390

240,881

MFS/Sun Life Government Securities Series S Class

02

2004

11.036

11.296

302,051

MFS/Sun Life Government Securities Series S Class

02

2003

10.959

11.036

394,959

MFS/Sun Life Government Securities Series S Class

02

2002

10.124

10.959

511,101

MFS/Sun Life Government Securities Series S Class

02

2001

10.000

10.124

90,021

MFS/Sun Life Government Securities Series S Class

03

2005

11.258

11.340

15,282

MFS/Sun Life Government Securities Series S Class

03

2004

11.010

11.258

16,226

MFS/Sun Life Government Securities Series S Class

03

2003

10.944

11.010

17,227

MFS/Sun Life Government Securities Series S Class

03

2002

10.120

10.944

18,360

MFS/Sun Life Government Securities Series S Class

03

2001

10.000

10.120

0

MFS/Sun Life Government Securities Series S Class

04

2005

11.239

11.316

186,766

MFS/Sun Life Government Securities Series S Class

04

2004

10.997

11.239

227,813

MFS/Sun Life Government Securities Series S Class

04

2003

10.937

10.997

325,189

MFS/Sun Life Government Securities Series S Class

04

2002

10.118

10.937

421,874

MFS/Sun Life Government Securities Series S Class

04

2001

10.000

10.118

57,095

MFS/Sun Life Government Securities Series S Class

05

2005

11.201

11.266

169,186

MFS/Sun Life Government Securities Series S Class

05

2004

10.971

11.201

202,312

MFS/Sun Life Government Securities Series S Class

05

2003

10.922

10.971

255,106

MFS/Sun Life Government Securities Series S Class

05

2002

10.115

10.922

280,130

MFS/Sun Life Government Securities Series S Class

05

2001

10.000

10.115

20,626

MFS/Sun Life Government Securities Series S Class

06

2005

11.144

11.192

248,925

MFS/Sun Life Government Securities Series S Class

06

2004

10.931

11.144

284,003

MFS/Sun Life Government Securities Series S Class

06

2003

10.900

10.931

335,483

MFS/Sun Life Government Securities Series S Class

06

2002

10.110

10.900

443,454

MFS/Sun Life Government Securities Series S Class

06

2001

10.000

10.110

55,222

MFS/Sun Life High Yield Series S Class

01

2005

13.023

13.143

12,021

MFS/Sun Life High Yield Series S Class

01

2004

12.028

13.023

11,555

MFS/Sun Life High Yield Series S Class

01

2003

10.024

12.028

11,463

MFS/Sun Life High Yield Series S Class

01

2002

9.896

10.024

0

MFS/Sun Life High Yield Series S Class

01

2001

10.000

9.896

0

MFS/Sun Life High Yield Series S Class

02

2005

12.957

13.056

83,006

MFS/Sun Life High Yield Series S Class

02

2004

11.985

12.957

105,080

MFS/Sun Life High Yield Series S Class

02

2003

10.003

11.985

123,778

MFS/Sun Life High Yield Series S Class

02

2002

9.891

10.003

117,914

MFS/Sun Life High Yield Series S Class

02

2001

10.000

9.891

39,706

MFS/Sun Life High Yield Series S Class

03

2005

12.913

12.999

17,042

MFS/Sun Life High Yield Series S Class

03

2004

11.957

12.913

18,095

MFS/Sun Life High Yield Series S Class

03

2003

9.990

11.957

19,211

MFS/Sun Life High Yield Series S Class

03

2002

9.887

9.990

20,475

MFS/Sun Life High Yield Series S Class

03

2001

10.000

9.887

0

MFS/Sun Life High Yield Series S Class

04

2005

12.892

12.971

95,823

MFS/Sun Life High Yield Series S Class

04

2004

11.943

12.892

101,002

MFS/Sun Life High Yield Series S Class

04

2003

9.983

11.943

174,541

MFS/Sun Life High Yield Series S Class

04

2002

9.886

9.983

151,233

MFS/Sun Life High Yield Series S Class

04

2001

10.000

9.886

44,929

MFS/Sun Life High Yield Series S Class

05

2005

12.848

12.914

75,618

MFS/Sun Life High Yield Series S Class

05

2004

11.914

12.848

79,072

MFS/Sun Life High Yield Series S Class

05

2003

9.969

11.914

85,996

MFS/Sun Life High Yield Series S Class

05

2002

9.882

9.969

83,942

MFS/Sun Life High Yield Series S Class

05

2001

10.000

9.882

25,150

MFS/Sun Life High Yield Series S Class

06

2005

12.783

12.828

88,044

MFS/Sun Life High Yield Series S Class

06

2004

11.872

12.783

104,111

MFS/Sun Life High Yield Series S Class

06

2003

9.949

11.872

114,133

MFS/Sun Life High Yield Series S Class

06

2002

9.877

9.949

105,349

MFS/Sun Life High Yield Series S Class

06

2001

10.000

9.877

50,617

MFS/Sun Life Massachusetts Investors Growth Series

01

2005

6.022

6.223

0

MFS/Sun Life Massachusetts Investors Growth Series

01

2004

5.550

6.022

16,565

MFS/Sun Life Massachusetts Investors Growth Series

01

2003

4.543

5.550

16,565

MFS/Sun Life Massachusetts Investors Growth Series

01

2002

6.379

4.543

37,264

MFS/Sun Life Massachusetts Investors Growth Series

01

2001

8.580

6.379

41,072

MFS/Sun Life Massachusetts Investors Growth Series

01

2000

10.000

8.580

2,847

MFS/Sun Life Massachusetts Investors Growth Series

02

2005

5.982

6.172

324,564

MFS/Sun Life Massachusetts Investors Growth Series

02

2004

5.521

5.982

420,832

MFS/Sun Life Massachusetts Investors Growth Series

02

2003

4.526

5.521

451,301

MFS/Sun Life Massachusetts Investors Growth Series

02

2002

6.365

4.526

504,453

MFS/Sun Life Massachusetts Investors Growth Series

02

2001

8.574

6.365

616,865

MFS/Sun Life Massachusetts Investors Growth Series

02

2000

10.000

8.574

129,303

MFS/Sun Life Massachusetts Investors Growth Series

03

2005

5.955

6.138

41,225

MFS/Sun Life Massachusetts Investors Growth Series

03

2004

5.502

5.955

41,225

MFS/Sun Life Massachusetts Investors Growth Series

03

2003

4.515

5.502

41,225

MFS/Sun Life Massachusetts Investors Growth Series

03

2002

6.356

4.515

41,225

MFS/Sun Life Massachusetts Investors Growth Series

03

2001

8.570

6.356

41,225

MFS/Sun Life Massachusetts Investors Growth Series

03

2000

10.000

8.570

41,225

MFS/Sun Life Massachusetts Investors Growth Series

04

2005

5.941

6.121

361,578

MFS/Sun Life Massachusetts Investors Growth Series

04

2004

5.492

5.941

431,616

MFS/Sun Life Massachusetts Investors Growth Series

04

2003

4.510

5.492

504,226

MFS/Sun Life Massachusetts Investors Growth Series

04

2002

6.351

4.510

582,362

MFS/Sun Life Massachusetts Investors Growth Series

04

2001

8.568

6.351

689,060

MFS/Sun Life Massachusetts Investors Growth Series

04

2000

10.000

8.568

161,937

MFS/Sun Life Massachusetts Investors Growth Series

05

2005

5.914

6.087

607,971

MFS/Sun Life Massachusetts Investors Growth Series

05

2004

5.473

5.914

752,485

MFS/Sun Life Massachusetts Investors Growth Series

05

2003

4.498

5.473

915,057

MFS/Sun Life Massachusetts Investors Growth Series

05

2002

6.341

4.498

1,006,081

MFS/Sun Life Massachusetts Investors Growth Series

05

2001

8.564

6.341

1,304,066

MFS/Sun Life Massachusetts Investors Growth Series

05

2000

10.000

8.564

309,307

MFS/Sun Life Massachusetts Investors Growth Series

06

2005

5.874

6.036

287,378

MFS/Sun Life Massachusetts Investors Growth Series

06

2004

5.444

5.874

304,007

MFS/Sun Life Massachusetts Investors Growth Series

06

2003

4.481

5.444

347,611

MFS/Sun Life Massachusetts Investors Growth Series

06

2002

6.327

4.481

371,780

MFS/Sun Life Massachusetts Investors Growth Series

06

2001

8.558

6.327

430,921

MFS/Sun Life Massachusetts Investors Growth Series

06

2000

10.000

8.558

181,314

MFS/Sun Life Massachusetts Investors Growth Series S Class

01

2005

9.168

9.453

24,665

MFS/Sun Life Massachusetts Investors Growth Series S Class

01

2004

8.468

9.168

24,928

MFS/Sun Life Massachusetts Investors Growth Series S Class

01

2003

6.963

8.468

24,693

MFS/Sun Life Massachusetts Investors Growth Series S Class

01

2002

9.784

6.963

31,958

MFS/Sun Life Massachusetts Investors Growth Series S Class

01

2001

10.000

9.784

0

MFS/Sun Life Massachusetts Investors Growth Series S Class

02

2005

9.121

9.391

127,363

MFS/Sun Life Massachusetts Investors Growth Series S Class

02

2004

8.438

9.121

144,015

MFS/Sun Life Massachusetts Investors Growth Series S Class

02

2003

6.949

8.438

159,073

MFS/Sun Life Massachusetts Investors Growth Series S Class

02

2002

9.779

6.949

142,183

MFS/Sun Life Massachusetts Investors Growth Series S Class

02

2001

10.000

9.779

65,311

MFS/Sun Life Massachusetts Investors Growth Series S Class

03

2005

9.090

9.350

0

MFS/Sun Life Massachusetts Investors Growth Series S Class

03

2004

8.418

9.090

0

MFS/Sun Life Massachusetts Investors Growth Series S Class

03

2003

6.939

8.418

0

MFS/Sun Life Massachusetts Investors Growth Series S Class

03

2002

9.776

6.939

0

MFS/Sun Life Massachusetts Investors Growth Series S Class

03

2001

10.000

9.776

0

MFS/Sun Life Massachusetts Investors Growth Series S Class

04

2005

9.075

9.329

97,099

MFS/Sun Life Massachusetts Investors Growth Series S Class

04

2004

8.408

9.075

111,988

MFS/Sun Life Massachusetts Investors Growth Series S Class

04

2003

6.934

8.408

121,456

MFS/Sun Life Massachusetts Investors Growth Series S Class

04

2002

9.774

6.934

119,889

MFS/Sun Life Massachusetts Investors Growth Series S Class

04

2001

10.000

9.774

33,764

MFS/Sun Life Massachusetts Investors Growth Series S Class

05

2005

9.044

9.288

93,054

MFS/Sun Life Massachusetts Investors Growth Series S Class

05

2004

8.388

9.044

100,573

MFS/Sun Life Massachusetts Investors Growth Series S Class

05

2003

6.925

8.388

108,571

MFS/Sun Life Massachusetts Investors Growth Series S Class

05

2002

9.770

6.925

95,787

MFS/Sun Life Massachusetts Investors Growth Series S Class

05

2001

10.000

9.770

24,799

MFS/Sun Life Massachusetts Investors Growth Series S Class

06

2005

8.998

9.227

197,475

MFS/Sun Life Massachusetts Investors Growth Series S Class

06

2004

8.358

8.998

210,928

MFS/Sun Life Massachusetts Investors Growth Series S Class

06

2003

6.911

8.358

231,830

MFS/Sun Life Massachusetts Investors Growth Series S Class

06

2002

9.765

6.911

237,736

MFS/Sun Life Massachusetts Investors Growth Series S Class

06

2001

10.000

9.765

73,389

MFS/Sun Life Massachusetts Investors Trust Series

01

2005

8.421

8.980

0

MFS/Sun Life Massachusetts Investors Trust Series

01

2004

7.596

8.421

0

MFS/Sun Life Massachusetts Investors Trust Series

01

2003

6.246

7.596

0

MFS/Sun Life Massachusetts Investors Trust Series

01

2002

8.010

6.246

0

MFS/Sun Life Massachusetts Investors Trust Series

01

2001

9.601

8.010

0

MFS/Sun Life Massachusetts Investors Trust Series

01

2000

10.000

9.601

0

MFS/Sun Life Massachusetts Investors Trust Series

02

2005

8.364

8.905

165,819

MFS/Sun Life Massachusetts Investors Trust Series

02

2004

7.556

8.364

225,036

MFS/Sun Life Massachusetts Investors Trust Series

02

2003

6.223

7.556

244,006

MFS/Sun Life Massachusetts Investors Trust Series

02

2002

7.992

6.223

266,985

MFS/Sun Life Massachusetts Investors Trust Series

02

2001

9.595

7.992

295,420

MFS/Sun Life Massachusetts Investors Trust Series

02

2000

10.000

9.595

72,001

MFS/Sun Life Massachusetts Investors Trust Series

03

2005

8.327

8.856

0

MFS/Sun Life Massachusetts Investors Trust Series

03

2004

7.530

8.327

0

MFS/Sun Life Massachusetts Investors Trust Series

03

2003

6.208

7.530

0

MFS/Sun Life Massachusetts Investors Trust Series

03

2002

7.980

6.208

0

MFS/Sun Life Massachusetts Investors Trust Series

03

2001

9.591

7.980

8,601

MFS/Sun Life Massachusetts Investors Trust Series

03

2000

10.000

9.591

0

MFS/Sun Life Massachusetts Investors Trust Series

04

2005

8.308

8.832

171,309

MFS/Sun Life Massachusetts Investors Trust Series

04

2004

7.517

8.308

193,615

MFS/Sun Life Massachusetts Investors Trust Series

04

2003

6.200

7.517

204,033

MFS/Sun Life Massachusetts Investors Trust Series

04

2002

7.974

6.200

226,747

MFS/Sun Life Massachusetts Investors Trust Series

04

2001

9.588

7.974

296,697

MFS/Sun Life Massachusetts Investors Trust Series

04

2000

10.000

9.588

75,067

MFS/Sun Life Massachusetts Investors Trust Series

05

2005

8.270

8.783

381,339

MFS/Sun Life Massachusetts Investors Trust Series

05

2004

7.490

8.270

472,342

MFS/Sun Life Massachusetts Investors Trust Series

05

2003

6.184

7.490

557,092

MFS/Sun Life Massachusetts Investors Trust Series

05

2002

7.962

6.184

580,254

MFS/Sun Life Massachusetts Investors Trust Series

05

2001

9.584

7.962

710,652

MFS/Sun Life Massachusetts Investors Trust Series

05

2000

10.000

9.584

146,370

MFS/Sun Life Massachusetts Investors Trust Series

06

2005

8.214

8.711

120,146

MFS/Sun Life Massachusetts Investors Trust Series

06

2004

7.451

8.214

141,029

MFS/Sun Life Massachusetts Investors Trust Series

06

2003

6.161

7.451

168,084

MFS/Sun Life Massachusetts Investors Trust Series

06

2002

7.945

6.161

185,099

MFS/Sun Life Massachusetts Investors Trust Series

06

2001

9.577

7.945

216,653

MFS/Sun Life Massachusetts Investors Trust Series

06

2000

10.000

9.577

68,760

MFS/Sun Life Massachusetts Investors Trust Series S Class

01

2005

10.101

10.742

0

MFS/Sun Life Massachusetts Investors Trust Series S Class

01

2004

9.131

10.101

0

MFS/Sun Life Massachusetts Investors Trust Series S Class

01

2003

7.532

9.131

0

MFS/Sun Life Massachusetts Investors Trust Series S Class

01

2002

9.679

7.532

0

MFS/Sun Life Massachusetts Investors Trust Series S Class

01

2001

10.000

9.679

0

MFS/Sun Life Massachusetts Investors Trust Series S Class

02

2005

10.050

10.672

86,237

MFS/Sun Life Massachusetts Investors Trust Series S Class

02

2004

9.099

10.050

108,482

MFS/Sun Life Massachusetts Investors Trust Series S Class

02

2003

7.517

9.099

114,807

MFS/Sun Life Massachusetts Investors Trust Series S Class

02

2002

9.674

7.517

111,974

MFS/Sun Life Massachusetts Investors Trust Series S Class

02

2001

10.000

9.674

35,067

MFS/Sun Life Massachusetts Investors Trust Series S Class

03

2005

10.016

10.625

10,828

MFS/Sun Life Massachusetts Investors Trust Series S Class

03

2004

9.077

10.016

10,828

MFS/Sun Life Massachusetts Investors Trust Series S Class

03

2003

7.507

9.077

10,828

MFS/Sun Life Massachusetts Investors Trust Series S Class

03

2002

9.671

7.507

10,828

MFS/Sun Life Massachusetts Investors Trust Series S Class

03

2001

10.000

9.671

7,107

MFS/Sun Life Massachusetts Investors Trust Series S Class

04

2005

9.999

10.601

62,943

MFS/Sun Life Massachusetts Investors Trust Series S Class

04

2004

9.066

9.999

68,795

MFS/Sun Life Massachusetts Investors Trust Series S Class

04

2003

7.502

9.066

50,388

MFS/Sun Life Massachusetts Investors Trust Series S Class

04

2002

9.669

7.502

44,599

MFS/Sun Life Massachusetts Investors Trust Series S Class

04

2001

10.000

9.669

12,603

MFS/Sun Life Massachusetts Investors Trust Series S Class

05

2005

9.965

10.555

48,302

MFS/Sun Life Massachusetts Investors Trust Series S Class

05

2004

9.045

9.965

44,085

MFS/Sun Life Massachusetts Investors Trust Series S Class

05

2003

7.491

9.045

45,790

MFS/Sun Life Massachusetts Investors Trust Series S Class

05

2002

9.666

7.491

49,378

MFS/Sun Life Massachusetts Investors Trust Series S Class

05

2001

10.000

9.666

19,810

MFS/Sun Life Massachusetts Investors Trust Series S Class

06

2005

9.914

10.485

73,155

MFS/Sun Life Massachusetts Investors Trust Series S Class

06

2004

9.013

9.914

74,684

MFS/Sun Life Massachusetts Investors Trust Series S Class

06

2003

7.476

9.013

85,130

MFS/Sun Life Massachusetts Investors Trust Series S Class

06

2002

9.661

7.476

85,290

MFS/Sun Life Massachusetts Investors Trust Series S Class

06

2001

10.000

9.661

37,370

MFS/Sun Life New Discovery Series S Class

01

2005

9.613

9.989

15,616

MFS/Sun Life New Discovery Series S Class

01

2004

9.057

9.613

15,905

MFS/Sun Life New Discovery Series S Class

01

2003

6.776

9.057

15,471

MFS/Sun Life New Discovery Series S Class

01

2002

10.317

6.776

8,310

MFS/Sun Life New Discovery Series S Class

01

2001

10.000

10.317

0

MFS/Sun Life New Discovery Series S Class

02

2005

9.564

9.923

360,556

MFS/Sun Life New Discovery Series S Class

02

2004

9.025

9.564

402,435

MFS/Sun Life New Discovery Series S Class

02

2003

6.762

9.025

411,586

MFS/Sun Life New Discovery Series S Class

02

2002

10.312

6.762

305,373

MFS/Sun Life New Discovery Series S Class

02

2001

10.000

10.312

38,803

MFS/Sun Life New Discovery Series S Class

03

2005

9.532

9.880

25,330

MFS/Sun Life New Discovery Series S Class

03

2004

9.003

9.532

33,066

MFS/Sun Life New Discovery Series S Class

03

2003

6.753

9.003

32,200

MFS/Sun Life New Discovery Series S Class

03

2002

10.308

6.753

28,158

MFS/Sun Life New Discovery Series S Class

03

2001

10.000

10.308

0

MFS/Sun Life New Discovery Series S Class

04

2005

9.516

9.858

251,798

MFS/Sun Life New Discovery Series S Class

04

2004

8.993

9.516

289,832

MFS/Sun Life New Discovery Series S Class

04

2003

6.748

8.993

288,784

MFS/Sun Life New Discovery Series S Class

04

2002

10.306

6.748

232,437

MFS/Sun Life New Discovery Series S Class

04

2001

10.000

10.306

34,845

MFS/Sun Life New Discovery Series S Class

05

2005

9.484

9.815

290,367

MFS/Sun Life New Discovery Series S Class

05

2004

8.971

9.484

325,297

MFS/Sun Life New Discovery Series S Class

05

2003

6.739

8.971

300,630

MFS/Sun Life New Discovery Series S Class

05

2002

10.303

6.739

230,445

MFS/Sun Life New Discovery Series S Class

05

2001

10.000

10.303

20,876

MFS/Sun Life New Discovery Series S Class

06

2005

9.435

9.750

438,797

MFS/Sun Life New Discovery Series S Class

06

2004

8.939

9.435

494,826

MFS/Sun Life New Discovery Series S Class

06

2003

6.725

8.939

483,811

MFS/Sun Life New Discovery Series S Class

06

2002

10.297

6.725

415,023

MFS/Sun Life New Discovery Series S Class

06

2001

10.000

10.297

60,891

MFS/Sun Life Series Trust New Discovery Series

01

2005

7.583

7.898

0

MFS/Sun Life Series Trust New Discovery Series

01

2004

7.126

7.583

15,575

MFS/Sun Life Series Trust New Discovery Series

01

2003

5.321

7.126

21,066

MFS/Sun Life Series Trust New Discovery Series

01

2002

8.077

5.321

15,575

MFS/Sun Life Series Trust New Discovery Series

01

2001

8.599

8.077

15,575

MFS/Sun Life Series Trust New Discovery Series

01

2000

10.000

8.599

3,013

MFS/Sun Life Series Trust New Discovery Series

02

2005

7.532

7.833

353,005

MFS/Sun Life Series Trust New Discovery Series

02

2004

7.089

7.532

422,773

MFS/Sun Life Series Trust New Discovery Series

02

2003

5.301

7.089

443,077

MFS/Sun Life Series Trust New Discovery Series

02

2002

8.059

5.301

500,035

MFS/Sun Life Series Trust New Discovery Series

02

2001

8.593

8.059

287,902

MFS/Sun Life Series Trust New Discovery Series

02

2000

10.000

8.593

108,572

MFS/Sun Life Series Trust New Discovery Series

03

2005

7.498

7.790

88,080

MFS/Sun Life Series Trust New Discovery Series

03

2004

7.064

7.498

77,423

MFS/Sun Life Series Trust New Discovery Series

03

2003

5.288

7.064

74,001

MFS/Sun Life Series Trust New Discovery Series

03

2002

8.047

5.288

74,134

MFS/Sun Life Series Trust New Discovery Series

03

2001

8.589

8.047

74,267

MFS/Sun Life Series Trust New Discovery Series

03

2000

10.000

8.589

74,514

MFS/Sun Life Series Trust New Discovery Series

04

2005

7.481

7.768

435,124

MFS/Sun Life Series Trust New Discovery Series

04

2004

7.052

7.481

479,125

MFS/Sun Life Series Trust New Discovery Series

04

2003

5.281

7.052

530,405

MFS/Sun Life Series Trust New Discovery Series

04

2002

8.041

5.281

535,192

MFS/Sun Life Series Trust New Discovery Series

04

2001

8.587

8.041

317,108

MFS/Sun Life Series Trust New Discovery Series

04

2000

10.000

8.587

119,748

MFS/Sun Life Series Trust New Discovery Series

05

2005

7.447

7.725

600,514

MFS/Sun Life Series Trust New Discovery Series

05

2004

7.027

7.447

680,445

MFS/Sun Life Series Trust New Discovery Series

05

2003

5.268

7.027

693,381

MFS/Sun Life Series Trust New Discovery Series

05

2002

8.029

5.268

699,564

MFS/Sun Life Series Trust New Discovery Series

05

2001

8.583

8.029

520,696

MFS/Sun Life Series Trust New Discovery Series

05

2000

10.000

8.583

178,251

MFS/Sun Life Series Trust New Discovery Series

06

2005

7.397

7.661

344,922

MFS/Sun Life Series Trust New Discovery Series

06

2004

6.990

7.397

381,201

MFS/Sun Life Series Trust New Discovery Series

06

2003

5.248

6.990

386,334

MFS/Sun Life Series Trust New Discovery Series

06

2002

8.011

5.248

381,116

MFS/Sun Life Series Trust New Discovery Series

06

2001

8.577

8.011

262,121

MFS/Sun Life Series Trust New Discovery Series

06

2000

10.000

8.577

113,259

MFS/Sun Life Series Trust Total Return Series

01

2005

13.287

13.553

0

MFS/Sun Life Series Trust Total Return Series

01

2004

12.041

13.287

0

MFS/Sun Life Series Trust Total Return Series

01

2003

10.382

12.041

24,121

MFS/Sun Life Series Trust Total Return Series

01

2002

11.122

10.382

40,252

MFS/Sun Life Series Trust Total Return Series

01

2001

11.178

11.122

26,038

MFS/Sun Life Series Trust Total Return Series

01

2000

10.000

11.178

0

MFS/Sun Life Series Trust Total Return Series

02

2005

13.198

13.441

285,142

MFS/Sun Life Series Trust Total Return Series

02

2004

11.978

13.198

317,043

MFS/Sun Life Series Trust Total Return Series

02

2003

10.343

11.978

338,639

MFS/Sun Life Series Trust Total Return Series

02

2002

11.098

10.343

405,747

MFS/Sun Life Series Trust Total Return Series

02

2001

11.170

11.098

354,900

MFS/Sun Life Series Trust Total Return Series

02

2000

10.000

11.170

29,963

MFS/Sun Life Series Trust Total Return Series

03

2005

13.138

13.367

0

MFS/Sun Life Series Trust Total Return Series

03

2004

11.936

13.138

0

MFS/Sun Life Series Trust Total Return Series

03

2003

10.317

11.936

8,272

MFS/Sun Life Series Trust Total Return Series

03

2002

11.081

10.317

0

MFS/Sun Life Series Trust Total Return Series

03

2001

11.165

11.081

21,495

MFS/Sun Life Series Trust Total Return Series

03

2000

10.000

11.165

0

MFS/Sun Life Series Trust Total Return Series

04

2005

13.109

13.330

265,235

MFS/Sun Life Series Trust Total Return Series

04

2004

11.915

13.109

295,636

MFS/Sun Life Series Trust Total Return Series

04

2003

10.305

11.915

352,777

MFS/Sun Life Series Trust Total Return Series

04

2002

11.073

10.305

376,093

MFS/Sun Life Series Trust Total Return Series

04

2001

11.163

11.073

340,045

MFS/Sun Life Series Trust Total Return Series

04

2000

10.000

11.163

27,987

MFS/Sun Life Series Trust Total Return Series

05

2005

13.049

13.256

625,765

MFS/Sun Life Series Trust Total Return Series

05

2004

11.873

13.049

672,157

MFS/Sun Life Series Trust Total Return Series

05

2003

10.279

11.873

731,554

MFS/Sun Life Series Trust Total Return Series

05

2002

11.057

10.279

750,533

MFS/Sun Life Series Trust Total Return Series

05

2001

11.158

11.057

608,470

MFS/Sun Life Series Trust Total Return Series

05

2000

10.000

11.158

58,375

MFS/Sun Life Series Trust Total Return Series

06

2005

12.961

13.147

157,996

MFS/Sun Life Series Trust Total Return Series

06

2004

11.811

12.961

148,255

MFS/Sun Life Series Trust Total Return Series

06

2003

10.241

11.811

185,846

MFS/Sun Life Series Trust Total Return Series

06

2002

11.032

10.241

193,756

MFS/Sun Life Series Trust Total Return Series

06

2001

11.150

11.032

156,761

MFS/Sun Life Series Trust Total Return Series

06

2000

10.000

11.150

4,270

MFS/Sun Life Total Return Series S Class

01

2005

11.830

12.042

0

MFS/Sun Life Total Return Series S Class

01

2004

10.752

11.830

0

MFS/Sun Life Total Return Series S Class

01

2003

9.296

10.752

41,515

MFS/Sun Life Total Return Series S Class

01

2002

9.977

9.296

39,879

MFS/Sun Life Total Return Series S Class

01

2001

10.000

9.977

0

MFS/Sun Life Total Return Series S Class

02

2005

11.770

11.962

377,281

MFS/Sun Life Total Return Series S Class

02

2004

10.714

11.770

348,135

MFS/Sun Life Total Return Series S Class

02

2003

9.277

10.714

391,421

MFS/Sun Life Total Return Series S Class

02

2002

9.971

9.277

443,617

MFS/Sun Life Total Return Series S Class

02

2001

10.000

9.971

113,661

MFS/Sun Life Total Return Series S Class

03

2005

11.730

11.910

17,894

MFS/Sun Life Total Return Series S Class

03

2004

10.688

11.730

18,999

MFS/Sun Life Total Return Series S Class

03

2003

9.264

10.688

20,171

MFS/Sun Life Total Return Series S Class

03

2002

9.968

9.264

21,498

MFS/Sun Life Total Return Series S Class

03

2001

10.000

9.968

0

MFS/Sun Life Total Return Series S Class

04

2005

11.710

11.884

387,980

MFS/Sun Life Total Return Series S Class

04

2004

10.675

11.710

426,906

MFS/Sun Life Total Return Series S Class

04

2003

9.258

10.675

433,931

MFS/Sun Life Total Return Series S Class

04

2002

9.966

9.258

388,787

MFS/Sun Life Total Return Series S Class

04

2001

10.000

9.966

131,010

MFS/Sun Life Total Return Series S Class

05

2005

11.671

11.831

280,839

MFS/Sun Life Total Return Series S Class

05

2004

10.650

11.671

275,428

MFS/Sun Life Total Return Series S Class

05

2003

9.245

10.650

304,716

MFS/Sun Life Total Return Series S Class

05

2002

9.963

9.245

304,687

MFS/Sun Life Total Return Series S Class

05

2001

10.000

9.963

88,165

MFS/Sun Life Total Return Series S Class

06

2005

11.611

11.753

481,874

MFS/Sun Life Total Return Series S Class

06

2004

10.612

11.611

508,506

MFS/Sun Life Total Return Series S Class

06

2003

9.226

10.612

521,595

MFS/Sun Life Total Return Series S Class

06

2002

9.957

9.226

491,799

MFS/Sun Life Total Return Series S Class

06

2001

10.000

9.957

121,906

MFS/Sun Life Utilities Series S Class

01

2005

11.633

13.472

0

MFS/Sun Life Utilities Series S Class

01

2004

9.038

11.633

0

MFS/Sun Life Utilities Series S Class

01

2003

6.711

9.038

0

MFS/Sun Life Utilities Series S Class

01

2002

8.938

6.711

0

MFS/Sun Life Utilities Series S Class

01

2001

10.000

8.938

0

MFS/Sun Life Utilities Series S Class

02

2005

11.574

13.383

113,896

MFS/Sun Life Utilities Series S Class

02

2004

9.006

11.574

128,426

MFS/Sun Life Utilities Series S Class

02

2003

6.698

9.006

128,773

MFS/Sun Life Utilities Series S Class

02

2002

8.933

6.698

48,119

MFS/Sun Life Utilities Series S Class

02

2001

10.000

8.933

29,888

MFS/Sun Life Utilities Series S Class

03

2005

11.535

13.325

0

MFS/Sun Life Utilities Series S Class

03

2004

8.985

11.535

0

MFS/Sun Life Utilities Series S Class

03

2003

6.689

8.985

0

MFS/Sun Life Utilities Series S Class

03

2002

8.930

6.689

0

MFS/Sun Life Utilities Series S Class

03

2001

10.000

8.930

0

MFS/Sun Life Utilities Series S Class

04

2005

11.516

13.295

108,406

MFS/Sun Life Utilities Series S Class

04

2004

8.974

11.516

121,409

MFS/Sun Life Utilities Series S Class

04

2003

6.684

8.974

126,739

MFS/Sun Life Utilities Series S Class

04

2002

8.928

6.684

99,241

MFS/Sun Life Utilities Series S Class

04

2001

10.000

8.928

74,788

MFS/Sun Life Utilities Series S Class

05

2005

11.476

13.237

42,273

MFS/Sun Life Utilities Series S Class

05

2004

8.953

11.476

42,850

MFS/Sun Life Utilities Series S Class

05

2003

6.675

8.953

41,862

MFS/Sun Life Utilities Series S Class

05

2002

8.925

6.675

48,006

MFS/Sun Life Utilities Series S Class

05

2001

10.000

8.925

15,720

MFS/Sun Life Utilities Series S Class

06

2005

11.418

13.150

126,365

MFS/Sun Life Utilities Series S Class

06

2004

8.921

11.418

133,158

MFS/Sun Life Utilities Series S Class

06

2003

6.661

8.921

159,495

MFS/Sun Life Utilities Series S Class

06

2002

8.920

6.661

118,280

MFS/Sun Life Utilities Series S Class

06

2001

10.000

8.920

59,417

PIMCO Emerging Markets Bond Portfolio

01

2005

16.845

18.476

2,793

PIMCO Emerging Markets Bond Portfolio

01

2004

15.176

16.845

0

PIMCO Emerging Markets Bond Portfolio

01

2003

11.641

15.176

2,573

PIMCO Emerging Markets Bond Portfolio

01

2002

10.000

11.641

0

PIMCO Emerging Markets Bond Portfolio

02

2005

16.788

18.385

266,168

PIMCO Emerging Markets Bond Portfolio

02

2004

15.147

16.788

267,370

PIMCO Emerging Markets Bond Portfolio

02

2003

11.636

15.147

271,202

PIMCO Emerging Markets Bond Portfolio

02

2002

10.000

11.636

260,288

PIMCO Emerging Markets Bond Portfolio

03

2005

16.750

18.325

14,592

PIMCO Emerging Markets Bond Portfolio

03

2004

15.128

16.750

10,804

PIMCO Emerging Markets Bond Portfolio

03

2003

11.633

15.128

9,564

PIMCO Emerging Markets Bond Portfolio

03

2002

10.000

11.633

16,207

PIMCO Emerging Markets Bond Portfolio

04

2005

16.731

18.294

233,652

PIMCO Emerging Markets Bond Portfolio

04

2004

15.119

16.731

221,898

PIMCO Emerging Markets Bond Portfolio

04

2003

11.632

15.119

222,245

PIMCO Emerging Markets Bond Portfolio

04

2002

10.000

11.632

237,851

PIMCO Emerging Markets Bond Portfolio

05

2005

16.692

18.234

276,902

PIMCO Emerging Markets Bond Portfolio

05

2004

15.100

16.692

283,635

PIMCO Emerging Markets Bond Portfolio

05

2003

11.629

15.100

278,531

PIMCO Emerging Markets Bond Portfolio

05

2002

10.000

11.629

309,006

PIMCO Emerging Markets Bond Portfolio

06

2005

16.635

18.144

247,941

PIMCO Emerging Markets Bond Portfolio

06

2004

15.071

16.635

255,742

PIMCO Emerging Markets Bond Portfolio

06

2003

11.624

15.071

237,897

PIMCO Emerging Markets Bond Portfolio

06

2002

10.000

11.624

270,125

PIMCO High Yield Portfolio

01

2005

14.314

14.756

0

PIMCO High Yield Portfolio

01

2004

13.197

14.314

0

PIMCO High Yield Portfolio

01

2003

10.845

13.197

3,597

PIMCO High Yield Portfolio

01

2002

10.000

10.845

0

PIMCO High Yield Portfolio

02

2005

14.265

14.683

391,058

PIMCO High Yield Portfolio

02

2004

13.172

14.265

382,101

PIMCO High Yield Portfolio

02

2003

10.841

13.172

379,079

PIMCO High Yield Portfolio

02

2002

10.000

10.841

262,810

PIMCO High Yield Portfolio

03

2005

14.232

14.635

31,261

PIMCO High Yield Portfolio

03

2004

13.155

14.232

43,915

PIMCO High Yield Portfolio

03

2003

10.838

13.155

42,000

PIMCO High Yield Portfolio

03

2002

10.000

10.838

19,016

PIMCO High Yield Portfolio

04

2005

14.216

14.611

360,903

PIMCO High Yield Portfolio

04

2004

13.147

14.216

337,137

PIMCO High Yield Portfolio

04

2003

10.837

13.147

331,900

PIMCO High Yield Portfolio

04

2002

10.000

10.837

232,740

PIMCO High Yield Portfolio

05

2005

14.184

14.563

457,978

PIMCO High Yield Portfolio

05

2004

13.130

14.184

442,424

PIMCO High Yield Portfolio

05

2003

10.834

13.130

426,056

PIMCO High Yield Portfolio

05

2002

10.000

10.834

313,993

PIMCO High Yield Portfolio

06

2005

14.135

14.491

404,246

PIMCO High Yield Portfolio

06

2004

13.105

14.135

395,667

PIMCO High Yield Portfolio

06

2003

10.830

13.105

363,195

PIMCO High Yield Portfolio

06

2002

10.000

10.830

271,007

PIMCO Real Return Portfolio

01

2005

11.728

11.855

4,072

PIMCO Real Return Portfolio

01

2004

10.877

11.728

0

PIMCO Real Return Portfolio

01

2003

10.093

10.877

0

PIMCO Real Return Portfolio

01

2002

10.000

10.093

0

PIMCO Real Return Portfolio

02

2005

11.688

11.796

207,350

PIMCO Real Return Portfolio

02

2004

10.856

11.688

194,796

PIMCO Real Return Portfolio

02

2003

10.089

10.856

168,066

PIMCO Real Return Portfolio

02

2002

10.000

10.089

34,531

PIMCO Real Return Portfolio

03

2005

11.661

11.758

0

PIMCO Real Return Portfolio

03

2004

10.842

11.661

0

PIMCO Real Return Portfolio

03

2003

10.086

10.842

0

PIMCO Real Return Portfolio

03

2002

10.000

10.086

0

PIMCO Real Return Portfolio

04

2005

11.648

11.738

102,012

PIMCO Real Return Portfolio

04

2004

10.835

11.648

81,998

PIMCO Real Return Portfolio

04

2003

10.085

10.835

63,559

PIMCO Real Return Portfolio

04

2002

10.000

10.085

10,048

PIMCO Real Return Portfolio

05

2005

11.621

11.700

196,842

PIMCO Real Return Portfolio

05

2004

10.822

11.621

213,263

PIMCO Real Return Portfolio

05

2003

10.083

10.822

167,059

PIMCO Real Return Portfolio

05

2002

10.000

10.083

0

PIMCO Real Return Portfolio

06

2005

11.582

11.642

81,833

PIMCO Real Return Portfolio

06

2004

10.801

11.582

84,438

PIMCO Real Return Portfolio

06

2003

10.079

10.801

79,404

PIMCO Real Return Portfolio

06

2002

10.000

10.079

555

PIMCO Total Return Portfolio

01

2005

11.043

11.201

25,461

PIMCO Total Return Portfolio

01

2004

10.635

11.043

20,404

PIMCO Total Return Portfolio

01

2003

10.226

10.635

23,337

PIMCO Total Return Portfolio

01

2002

10.000

10.226

0

PIMCO Total Return Portfolio

02

2005

11.005

11.146

651,211

PIMCO Total Return Portfolio

02

2004

10.614

11.005

658,027

PIMCO Total Return Portfolio

02

2003

10.222

10.614

552,966

PIMCO Total Return Portfolio

02

2002

10.000

10.222

435,784

PIMCO Total Return Portfolio

03

2005

10.980

11.109

24,831

PIMCO Total Return Portfolio

03

2004

10.601

10.980

16,486

PIMCO Total Return Portfolio

03

2003

10.220

10.601

13,450

PIMCO Total Return Portfolio

03

2002

10.000

10.220

15,596

PIMCO Total Return Portfolio

04

2005

10.968

11.091

501,137

PIMCO Total Return Portfolio

04

2004

10.594

10.968

506,745

PIMCO Total Return Portfolio

04

2003

10.218

10.594

449,045

PIMCO Total Return Portfolio

04

2002

10.000

10.218

341,203

PIMCO Total Return Portfolio

05

2005

10.943

11.055

643,469

PIMCO Total Return Portfolio

05

2004

10.581

10.943

623,111

PIMCO Total Return Portfolio

05

2003

10.216

10.581

594,126

PIMCO Total Return Portfolio

05

2002

10.000

10.216

401,629

PIMCO Total Return Portfolio

06

2005

10.905

11.000

582,627

PIMCO Total Return Portfolio

06

2004

10.561

10.905

576,084

PIMCO Total Return Portfolio

06

2003

10.212

10.561

516,637

PIMCO Total Return Portfolio

06

2002

10.000

10.212

377,785

Rydex VT Nova Fund

01

2005

8.241

8.482

0

Rydex VT Nova Fund

01

2004

7.262

8.241

0

Rydex VT Nova Fund

01

2003

5.270

7.262

0

Rydex VT Nova Fund

01

2002

8.283

5.270

0

Rydex VT Nova Fund

01

2001

10.000

8.283

0

Rydex VT Nova Fund

02

2005

8.195

8.422

5,706

Rydex VT Nova Fund

02

2004

7.233

8.195

6,071

Rydex VT Nova Fund

02

2003

5.257

7.233

10,062

Rydex VT Nova Fund

02

2002

8.274

5.257

6,770

Rydex VT Nova Fund

02

2001

10.000

8.274

0

Rydex VT Nova Fund

03

2005

8.165

8.383

0

Rydex VT Nova Fund

03

2004

7.214

8.165

0

Rydex VT Nova Fund

03

2003

5.248

7.214

0

Rydex VT Nova Fund

03

2002

8.269

5.248

0

Rydex VT Nova Fund

03

2001

10.000

8.269

0

Rydex VT Nova Fund

04

2005

8.150

8.363

6,745

Rydex VT Nova Fund

04

2004

7.204

8.150

6,694

Rydex VT Nova Fund

04

2003

5.244

7.204

7,094

Rydex VT Nova Fund

04

2002

8.266

5.244

11,581

Rydex VT Nova Fund

04

2001

10.000

8.266

5,319

Rydex VT Nova Fund

05

2005

8.119

8.323

32,759

Rydex VT Nova Fund

05

2004

7.184

8.119

35,526

Rydex VT Nova Fund

05

2003

5.235

7.184

35,924

Rydex VT Nova Fund

05

2002

8.260

5.235

41,343

Rydex VT Nova Fund

05

2001

10.000

8.260

5,830

Rydex VT Nova Fund

06

2005

8.074

8.264

7,857

Rydex VT Nova Fund

06

2004

7.155

8.074

11,864

Rydex VT Nova Fund

06

2003

5.221

7.155

4,695

Rydex VT Nova Fund

06

2002

8.252

5.221

5,521

Rydex VT Nova Fund

06

2001

10.000

8.252

0

Rydex VT OTC Fund

01

2005

7.509

7.516

0

Rydex VT OTC Fund

01

2004

6.936

7.509

0

Rydex VT OTC Fund

01

2003

4.818

6.936

0

Rydex VT OTC Fund

01

2002

7.959

4.818

0

Rydex VT OTC Fund

01

2001

10.000

7.959

0

Rydex VT OTC Fund

02

2005

7.467

7.463

3,873

Rydex VT OTC Fund

02

2004

6.908

7.467

12,755

Rydex VT OTC Fund

02

2003

4.806

6.908

29,110

Rydex VT OTC Fund

02

2002

7.951

4.806

15,059

Rydex VT OTC Fund

02

2001

10.000

7.951

3,110

Rydex VT OTC Fund

03

2005

7.439

7.428

0

Rydex VT OTC Fund

03

2004

6.890

7.439

0

Rydex VT OTC Fund

03

2003

4.798

6.890

0

Rydex VT OTC Fund

03

2002

7.946

4.798

0

Rydex VT OTC Fund

03

2001

10.000

7.946

0

Rydex VT OTC Fund

04

2005

7.425

7.411

11,618

Rydex VT OTC Fund

04

2004

6.880

7.425

11,602

Rydex VT OTC Fund

04

2003

4.794

6.880

17,817

Rydex VT OTC Fund

04

2002

7.943

4.794

16,100

Rydex VT OTC Fund

04

2001

10.000

7.943

12,073

Rydex VT OTC Fund

05

2005

7.398

7.375

24,151

Rydex VT OTC Fund

05

2004

6.862

7.398

29,457

Rydex VT OTC Fund

05

2003

4.786

6.862

38,975

Rydex VT OTC Fund

05

2002

7.937

4.786

53,754

Rydex VT OTC Fund

05

2001

10.000

7.937

112,079

Rydex VT OTC Fund

06

2005

7.356

7.323

5,343

Rydex VT OTC Fund

06

2004

6.834

7.356

17,160

Rydex VT OTC Fund

06

2003

4.773

6.834

23,222

Rydex VT OTC Fund

06

2002

7.929

4.773

26,765

Rydex VT OTC Fund

06

2001

10.000

7.929

17,936

Sun Cap Value Small Cap Portfolio

01

2005

16.902

17.458

0

Sun Cap Value Small Cap Portfolio

01

2004

14.416

16.902

0

Sun Cap Value Small Cap Portfolio

01

2003

10.282

14.416

2,731

Sun Cap Value Small Cap Portfolio

01

2002

13.084

10.282

0

Sun Cap Value Small Cap Portfolio

01

2001

12.134

13.084

0

Sun Cap Value Small Cap Portfolio

01

2000

10.000

12.134

0

Sun Cap Value Small Cap Portfolio

02

2005

16.787

17.314

369,237

Sun Cap Value Small Cap Portfolio

02

2004

14.340

16.787

384,245

Sun Cap Value Small Cap Portfolio

02

2003

10.244

14.340

413,905

Sun Cap Value Small Cap Portfolio

02

2002

13.055

10.244

446,909

Sun Cap Value Small Cap Portfolio

02

2001

12.126

13.055

169,141

Sun Cap Value Small Cap Portfolio

02

2000

10.000

12.126

27,336

Sun Cap Value Small Cap Portfolio

03

2005

16.712

17.218

35,297

Sun Cap Value Small Cap Portfolio

03

2004

14.290

16.712

30,491

Sun Cap Value Small Cap Portfolio

03

2003

10.218

14.290

30,357

Sun Cap Value Small Cap Portfolio

03

2002

13.036

10.218

28,628

Sun Cap Value Small Cap Portfolio

03

2001

12.120

13.036

13,236

Sun Cap Value Small Cap Portfolio

03

2000

10.000

12.120

9,948

Sun Cap Value Small Cap Portfolio

04

2005

16.674

17.171

387,038

Sun Cap Value Small Cap Portfolio

04

2004

14.265

16.674

392,572

Sun Cap Value Small Cap Portfolio

04

2003

10.205

14.265

406,711

Sun Cap Value Small Cap Portfolio

04

2002

13.026

10.205

429,230

Sun Cap Value Small Cap Portfolio

04

2001

12.118

13.026

180,163

Sun Cap Value Small Cap Portfolio

04

2000

10.000

12.118

30,580

Sun Cap Value Small Cap Portfolio

05

2005

16.599

17.076

451,242

Sun Cap Value Small Cap Portfolio

05

2004

14.215

16.599

456,198

Sun Cap Value Small Cap Portfolio

05

2003

10.180

14.215

471,018

Sun Cap Value Small Cap Portfolio

05

2002

13.007

10.180

496,050

Sun Cap Value Small Cap Portfolio

05

2001

12.112

13.007

183,766

Sun Cap Value Small Cap Portfolio

05

2000

10.000

12.112

30,730

Sun Cap Value Small Cap Portfolio

06

2005

16.487

16.935

354,459

Sun Cap Value Small Cap Portfolio

06

2004

14.141

16.487

371,710

Sun Cap Value Small Cap Portfolio

06

2003

10.142

14.141

369,576

Sun Cap Value Small Cap Portfolio

06

2002

12.978

10.142

409,777

Sun Cap Value Small Cap Portfolio

06

2001

12.104

12.978

94,795

Sun Cap Value Small Cap Portfolio

06

2000

10.000

12.104

7,205

Sun Capital All Cap Fund

01

2005

13.541

13.311

0

Sun Capital All Cap Fund

01

2004

11.362

13.541

0

Sun Capital All Cap Fund

01

2003

7.507

11.362

0

Sun Capital All Cap Fund

01

2002

10.000

7.507

0

Sun Capital All Cap Fund

02

2005

13.487

13.237

14,975

Sun Capital All Cap Fund

02

2004

11.333

13.487

39,670

Sun Capital All Cap Fund

02

2003

7.499

11.333

40,533

Sun Capital All Cap Fund

02

2002

10.000

7.499

0

Sun Capital All Cap Fund

03

2005

13.450

13.187

0

Sun Capital All Cap Fund

03

2004

11.314

13.450

0

Sun Capital All Cap Fund

03

2003

7.494

11.314

0

Sun Capital All Cap Fund

03

2002

10.000

7.494

0

Sun Capital All Cap Fund

04

2005

13.432

13.163

15,788

Sun Capital All Cap Fund

04

2004

11.304

13.432

22,725

Sun Capital All Cap Fund

04

2003

7.491

11.304

3,388

Sun Capital All Cap Fund

04

2002

10.000

7.491

499

Sun Capital All Cap Fund

05

2005

13.395

13.114

17,998

Sun Capital All Cap Fund

05

2004

11.285

13.395

23,955

Sun Capital All Cap Fund

05

2003

7.486

11.285

8,283

Sun Capital All Cap Fund

05

2002

10.000

7.486

838

Sun Capital All Cap Fund

06

2005

13.341

13.041

6,104

Sun Capital All Cap Fund

06

2004

11.257

13.341

8,509

Sun Capital All Cap Fund

06

2003

7.478

11.257

1,420

Sun Capital All Cap Fund

06

2002

10.000

7.478

0

Sun Capital Blue Chip Mid

01

2005

11.997

13.850

3,936

Sun Capital Blue Chip Mid

01

2004

10.434

11.997

14,095

Sun Capital Blue Chip Mid

01

2003

7.744

10.434

17,032

Sun Capital Blue Chip Mid

01

2002

9.192

7.744

28,554

Sun Capital Blue Chip Mid

01

2001

9.599

9.192

14,095

Sun Capital Blue Chip Mid

01

2000

10.000

9.599

2,643

Sun Capital Blue Chip Mid

02

2005

11.916

13.736

405,391

Sun Capital Blue Chip Mid

02

2004

10.379

11.916

516,383

Sun Capital Blue Chip Mid

02

2003

7.715

10.379

528,078

Sun Capital Blue Chip Mid

02

2002

9.172

7.715

583,039

Sun Capital Blue Chip Mid

02

2001

9.592

9.172

442,707

Sun Capital Blue Chip Mid

02

2000

10.000

9.592

173,017

Sun Capital Blue Chip Mid

03

2005

11.862

13.660

66,234

Sun Capital Blue Chip Mid

03

2004

10.343

11.862

65,649

Sun Capital Blue Chip Mid

03

2003

7.696

10.343

65,366

Sun Capital Blue Chip Mid

03

2002

9.158

7.696

73,398

Sun Capital Blue Chip Mid

03

2001

9.588

9.158

108,912

Sun Capital Blue Chip Mid

03

2000

10.000

9.588

31,688

Sun Capital Blue Chip Mid

04

2005

11.835

13.622

567,089

Sun Capital Blue Chip Mid

04

2004

10.325

11.835

638,728

Sun Capital Blue Chip Mid

04

2003

7.686

10.325

671,324

Sun Capital Blue Chip Mid

04

2002

9.151

7.686

687,322

Sun Capital Blue Chip Mid

04

2001

9.585

9.151

582,451

Sun Capital Blue Chip Mid

04

2000

10.000

9.585

165,502

Sun Capital Blue Chip Mid

05

2005

11.782

13.547

855,021

Sun Capital Blue Chip Mid

05

2004

10.289

11.782

884,960

Sun Capital Blue Chip Mid

05

2003

7.667

10.289

837,386

Sun Capital Blue Chip Mid

05

2002

9.138

7.667

875,908

Sun Capital Blue Chip Mid

05

2001

9.581

9.138

686,606

Sun Capital Blue Chip Mid

05

2000

10.000

9.581

203,101

Sun Capital Blue Chip Mid

06

2005

11.702

13.435

436,134

Sun Capital Blue Chip Mid

06

2004

10.235

11.702

465,399

Sun Capital Blue Chip Mid

06

2003

7.638

10.235

482,661

Sun Capital Blue Chip Mid

06

2002

9.117

7.638

501,520

Sun Capital Blue Chip Mid

06

2001

9.574

9.117

274,201

Sun Capital Blue Chip Mid

06

2000

10.000

9.574

32,311

Sun Capital Davis Venture Value Fund

01

2005

10.353

11.247

12,854

Sun Capital Davis Venture Value Fund

01

2004

9.300

10.353

0

Sun Capital Davis Venture Value Fund

01

2003

7.198

9.300

32,686

Sun Capital Davis Venture Value Fund

01

2002

8.682

7.198

56,937

Sun Capital Davis Venture Value Fund

01

2001

9.811

8.682

10,218

Sun Capital Davis Venture Value Fund

01

2000

10.000

9.811

0

Sun Capital Davis Venture Value Fund

02

2005

10.283

11.154

455,186

Sun Capital Davis Venture Value Fund

02

2004

9.251

10.283

485,930

Sun Capital Davis Venture Value Fund

02

2003

7.171

9.251

500,358

Sun Capital Davis Venture Value Fund

02

2002

8.663

7.171

497,480

Sun Capital Davis Venture Value Fund

02

2001

9.804

8.663

427,069

Sun Capital Davis Venture Value Fund

02

2000

10.000

9.804

101,048

Sun Capital Davis Venture Value Fund

03

2005

10.237

11.092

27,686

Sun Capital Davis Venture Value Fund

03

2004

9.219

10.237

27,686

Sun Capital Davis Venture Value Fund

03

2003

7.153

9.219

40,912

Sun Capital Davis Venture Value Fund

03

2002

8.650

7.153

27,901

Sun Capital Davis Venture Value Fund

03

2001

9.800

8.650

28,030

Sun Capital Davis Venture Value Fund

03

2000

10.000

9.800

28,266

Sun Capital Davis Venture Value Fund

04

2005

10.213

11.062

405,132

Sun Capital Davis Venture Value Fund

04

2004

9.202

10.213

446,357

Sun Capital Davis Venture Value Fund

04

2003

7.144

9.202

442,469

Sun Capital Davis Venture Value Fund

04

2002

8.644

7.144

441,339

Sun Capital Davis Venture Value Fund

04

2001

9.798

8.644

335,924

Sun Capital Davis Venture Value Fund

04

2000

10.000

9.798

86,152

Sun Capital Davis Venture Value Fund

05

2005

10.167

11.001

852,629

Sun Capital Davis Venture Value Fund

05

2004

9.170

10.167

846,714

Sun Capital Davis Venture Value Fund

05

2003

7.126

9.170

841,420

Sun Capital Davis Venture Value Fund

05

2002

8.631

7.126

862,211

Sun Capital Davis Venture Value Fund

05

2001

9.793

8.631

841,885

Sun Capital Davis Venture Value Fund

05

2000

10.000

9.793

200,187

Sun Capital Davis Venture Value Fund

06

2005

10.099

10.910

657,608

Sun Capital Davis Venture Value Fund

06

2004

9.122

10.099

653,578

Sun Capital Davis Venture Value Fund

06

2003

7.100

9.122

637,190

Sun Capital Davis Venture Value Fund

06

2002

8.612

7.100

653,691

Sun Capital Davis Venture Value Fund

06

2001

9.787

8.612

488,789

Sun Capital Davis Venture Value Fund

06

2000

10.000

9.787

87,552

Sun Capital Investment Grade Bond Fund

01

2005

13.383

13.509

0

Sun Capital Investment Grade Bond Fund

01

2004

12.702

13.383

0

Sun Capital Investment Grade Bond Fund

01

2003

11.701

12.702

0

Sun Capital Investment Grade Bond Fund

01

2002

11.235

11.701

0

Sun Capital Investment Grade Bond Fund

01

2001

10.583

11.235

0

Sun Capital Investment Grade Bond Fund

01

2000

10.000

10.583

0

Sun Capital Investment Grade Bond Fund

02

2005

13.292

13.398

237,275

Sun Capital Investment Grade Bond Fund

02

2004

12.636

13.292

274,675

Sun Capital Investment Grade Bond Fund

02

2003

11.658

12.636

345,127

Sun Capital Investment Grade Bond Fund

02

2002

11.211

11.658

508,675

Sun Capital Investment Grade Bond Fund

02

2001

10.576

11.211

534,772

Sun Capital Investment Grade Bond Fund

02

2000

10.000

10.576

24,924

Sun Capital Investment Grade Bond Fund

03

2005

13.232

13.324

0

Sun Capital Investment Grade Bond Fund

03

2004

12.592

13.232

0

Sun Capital Investment Grade Bond Fund

03

2003

11.629

12.592

0

Sun Capital Investment Grade Bond Fund

03

2002

11.194

11.629

0

Sun Capital Investment Grade Bond Fund

03

2001

10.571

11.194

22,983

Sun Capital Investment Grade Bond Fund

03

2000

10.000

10.571

0

Sun Capital Investment Grade Bond Fund

04

2005

13.203

13.287

323,678

Sun Capital Investment Grade Bond Fund

04

2004

12.570

13.203

404,628

Sun Capital Investment Grade Bond Fund

04

2003

11.614

12.570

495,556

Sun Capital Investment Grade Bond Fund

04

2002

11.186

11.614

543,428

Sun Capital Investment Grade Bond Fund

04

2001

10.569

11.186

677,167

Sun Capital Investment Grade Bond Fund

04

2000

10.000

10.569

74,085

Sun Capital Investment Grade Bond Fund

05

2005

13.143

13.214

320,465

Sun Capital Investment Grade Bond Fund

05

2004

12.526

13.143

379,763

Sun Capital Investment Grade Bond Fund

05

2003

11.585

12.526

446,915

Sun Capital Investment Grade Bond Fund

05

2002

11.169

11.585

515,556

Sun Capital Investment Grade Bond Fund

05

2001

10.564

11.169

712,078

Sun Capital Investment Grade Bond Fund

05

2000

10.000

10.564

74,451

Sun Capital Investment Grade Bond Fund

06

2005

13.054

13.105

263,754

Sun Capital Investment Grade Bond Fund

06

2004

12.460

13.054

294,705

Sun Capital Investment Grade Bond Fund

06

2003

11.542

12.460

372,349

Sun Capital Investment Grade Bond Fund

06

2002

11.145

11.542

390,314

Sun Capital Investment Grade Bond Fund

06

2001

10.557

11.145

441,905

Sun Capital Investment Grade Bond Fund

06

2000

10.000

10.557

18,259

Sun Capital Money Market Fund

01

2005

10.427

10.608

0

Sun Capital Money Market Fund

01

2004

10.456

10.427

26,471

Sun Capital Money Market Fund

01

2003

10.504

10.456

26,471

Sun Capital Money Market Fund

01

2002

10.492

10.504

29,609

Sun Capital Money Market Fund

01

2001

10.231

10.492

16,107

Sun Capital Money Market Fund

01

2000

10.000

10.231

0

Sun Capital Money Market Fund

02

2005

10.357

10.520

570,018

Sun Capital Money Market Fund

02

2004

10.401

10.357

796,964

Sun Capital Money Market Fund

02

2003

10.465

10.401

983,164

Sun Capital Money Market Fund

02

2002

10.469

10.465

1,930,815

Sun Capital Money Market Fund

02

2001

10.224

10.469

1,065,639

Sun Capital Money Market Fund

02

2000

10.000

10.224

157,296

Sun Capital Money Market Fund

03

2005

10.310

10.463

23,772

Sun Capital Money Market Fund

03

2004

10.365

10.310

23,772

Sun Capital Money Market Fund

03

2003

10.439

10.365

0

Sun Capital Money Market Fund

03

2002

10.453

10.439

57,278

Sun Capital Money Market Fund

03

2001

10.219

10.453

18,208

Sun Capital Money Market Fund

03

2000

10.000

10.219

0

Sun Capital Money Market Fund

04

2005

10.287

10.434

593,436

Sun Capital Money Market Fund

04

2004

10.347

10.287

702,235

Sun Capital Money Market Fund

04

2003

10.426

10.347

571,525

Sun Capital Money Market Fund

04

2002

10.445

10.426

971,091

Sun Capital Money Market Fund

04

2001

10.217

10.445

703,047

Sun Capital Money Market Fund

04

2000

10.000

10.217

27,989

Sun Capital Money Market Fund

05

2005

10.241

10.376

763,880

Sun Capital Money Market Fund

05

2004

10.310

10.241

1,055,299

Sun Capital Money Market Fund

05

2003

10.400

10.310

975,068

Sun Capital Money Market Fund

05

2002

10.430

10.400

1,718,800

Sun Capital Money Market Fund

05

2001

10.212

10.430

1,364,950

Sun Capital Money Market Fund

05

2000

10.000

10.212

145,304

Sun Capital Money Market Fund

06

2005

10.171

10.290

556,021

Sun Capital Money Market Fund

06

2004

10.256

10.171

737,489

Sun Capital Money Market Fund

06

2003

10.361

10.256

528,825

Sun Capital Money Market Fund

06

2002

10.407

10.361

768,413

Sun Capital Money Market Fund

06

2001

10.205

10.407

354,368

Sun Capital Money Market Fund

06

2000

10.000

10.205

15,319

Sun Capital Real Estate Fund

01

2005

21.910

23.789

0

Sun Capital Real Estate Fund

01

2004

16.601

21.910

0

Sun Capital Real Estate Fund

01

2003

12.334

16.601

1,575

Sun Capital Real Estate Fund

01

2002

11.969

12.334

0

Sun Capital Real Estate Fund

01

2001

10.741

11.969

0

Sun Capital Real Estate Fund

01

2000

10.000

10.741

0

Sun Capital Real Estate Fund

02

2005

21.762

23.593

289,003

Sun Capital Real Estate Fund

02

2004

16.514

21.762

315,129

Sun Capital Real Estate Fund

02

2003

12.288

16.514

354,191

Sun Capital Real Estate Fund

02

2002

11.942

12.288

382,229

Sun Capital Real Estate Fund

02

2001

10.734

11.942

168,551

Sun Capital Real Estate Fund

02

2000

10.000

10.734

58,623

Sun Capital Real Estate Fund

03

2005

21.664

23.463

12,711

Sun Capital Real Estate Fund

03

2004

16.456

21.664

10,881

Sun Capital Real Estate Fund

03

2003

12.258

16.456

18,591

Sun Capital Real Estate Fund

03

2002

11.925

12.258

18,840

Sun Capital Real Estate Fund

03

2001

10.729

11.925

2,593

Sun Capital Real Estate Fund

03

2000

10.000

10.729

0

Sun Capital Real Estate Fund

04

2005

21.615

23.398

234,034

Sun Capital Real Estate Fund

04

2004

16.427

21.615

255,930

Sun Capital Real Estate Fund

04

2003

12.243

16.427

290,881

Sun Capital Real Estate Fund

04

2002

11.916

12.243

314,174

Sun Capital Real Estate Fund

04

2001

10.726

11.916

165,018

Sun Capital Real Estate Fund

04

2000

10.000

10.726

46,344

Sun Capital Real Estate Fund

05

2005

21.518

23.269

285,038

Sun Capital Real Estate Fund

05

2004

16.370

21.518

300,114

Sun Capital Real Estate Fund

05

2003

12.212

16.370

353,495

Sun Capital Real Estate Fund

05

2002

11.898

12.212

353,609

Sun Capital Real Estate Fund

05

2001

10.721

11.898

156,630

Sun Capital Real Estate Fund

05

2000

10.000

10.721

40,664

Sun Capital Real Estate Fund

06

2005

21.372

23.077

239,175

Sun Capital Real Estate Fund

06

2004

16.284

21.372

249,843

Sun Capital Real Estate Fund

06

2003

12.167

16.284

281,742

Sun Capital Real Estate Fund

06

2002

11.872

12.167

299,271

Sun Capital Real Estate Fund

06

2001

10.714

11.872

78,540

Sun Capital Real Estate Fund

06

2000

10.000

10.714

6,825

Templeton Foreign Securities Fund Class 2

01

2005

16.071

17.528

8,975

Templeton Foreign Securities Fund Class 2

01

2004

13.696

16.071

9,599

Templeton Foreign Securities Fund Class 2

01

2003

10.463

13.696

10,289

Templeton Foreign Securities Fund Class 2

01

2002

10.000

10.463

0

Templeton Foreign Securities Fund Class 2

02

2005

16.016

17.442

26,853

Templeton Foreign Securities Fund Class 2

02

2004

13.670

16.016

25,124

Templeton Foreign Securities Fund Class 2

02

2003

10.459

13.670

10,033

Templeton Foreign Securities Fund Class 2

02

2002

10.000

10.459

22,607

Templeton Foreign Securities Fund Class 2

03

2005

15.979

17.385

0

Templeton Foreign Securities Fund Class 2

03

2004

13.653

15.979

0

Templeton Foreign Securities Fund Class 2

03

2003

10.457

13.653

0

Templeton Foreign Securities Fund Class 2

03

2002

10.000

10.457

0

Templeton Foreign Securities Fund Class 2

04

2005

15.961

17.356

21,152

Templeton Foreign Securities Fund Class 2

04

2004

13.644

15.961

12,039

Templeton Foreign Securities Fund Class 2

04

2003

10.455

13.644

9,499

Templeton Foreign Securities Fund Class 2

04

2002

10.000

10.455

2,867

Templeton Foreign Securities Fund Class 2

05

2005

15.925

17.299

48,818

Templeton Foreign Securities Fund Class 2

05

2004

13.627

15.925

42,168

Templeton Foreign Securities Fund Class 2

05

2003

10.453

13.627

32,566

Templeton Foreign Securities Fund Class 2

05

2002

10.000

10.453

0

Templeton Foreign Securities Fund Class 2

06

2005

15.870

17.214

29,446

Templeton Foreign Securities Fund Class 2

06

2004

13.601

15.870

20,215

Templeton Foreign Securities Fund Class 2

06

2003

10.449

13.601

10,909

Templeton Foreign Securities Fund Class 2

06

2002

10.000

10.449

0

Templeton Growth Securities Fund Class 2

01

2005

15.933

17.172

0

Templeton Growth Securities Fund Class 2

01

2004

13.871

15.933

0

Templeton Growth Securities Fund Class 2

01

2003

10.604

13.871

0

Templeton Growth Securities Fund Class 2

01

2002

10.000

10.604

0

Templeton Growth Securities Fund Class 2

02

2005

15.878

17.087

13,653

Templeton Growth Securities Fund Class 2

02

2004

13.845

15.878

5,956

Templeton Growth Securities Fund Class 2

02

2003

10.599

13.845

2,281

Templeton Growth Securities Fund Class 2

02

2002

10.000

10.599

158

Templeton Growth Securities Fund Class 2

03

2005

15.842

17.031

0

Templeton Growth Securities Fund Class 2

03

2004

13.827

15.842

0

Templeton Growth Securities Fund Class 2

03

2003

10.597

13.827

0

Templeton Growth Securities Fund Class 2

03

2002

10.000

10.597

0

Templeton Growth Securities Fund Class 2

04

2005

15.824

17.003

7,246

Templeton Growth Securities Fund Class 2

04

2004

13.818

15.824

7,481

Templeton Growth Securities Fund Class 2

04

2003

10.595

13.818

0

Templeton Growth Securities Fund Class 2

04

2002

10.000

10.595

0

Templeton Growth Securities Fund Class 2

05

2005

15.788

16.947

47,458

Templeton Growth Securities Fund Class 2

05

2004

13.801

15.788

33,136

Templeton Growth Securities Fund Class 2

05

2003

10.593

13.801

11,111

Templeton Growth Securities Fund Class 2

05

2002

10.000

10.593

1,118

Templeton Growth Securities Fund Class 2

06

2005

15.734

16.864

18,787

Templeton Growth Securities Fund Class 2

06

2004

13.775

15.734

11,473

Templeton Growth Securities Fund Class 2

06

2003

10.589

13.775

843

Templeton Growth Securities Fund Class 2

06

2002

10.000

10.589

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

P.O. Box 9133

Wellesley Hills, Massachusetts 02481

Telephone:

Toll Free (800) 752-7215

 

General Distributor

Clarendon Insurance Agency, Inc.

One Sun Life Executive Park

Wellesley Hills, Massachusetts 02481