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As Filed with the Securities and Exchange Commission on April 19, 2002

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REGISTRATION NO. 333-74844

811-05846

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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POST-EFFECTIVE AMENDMENT NO. 1                 /X/

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AND

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AMENDMENT NO. 42                          /X/

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TO

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

(Exact Name of Registrant)

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

(Name of Depositor)

ONE SUN LIFE EXECUTIVE PARK

WELLESLEY HILLS, MASSACHUSETTS 02481

(Address of Depositor's Principal Executive Offices)

DEPOSITOR'S TELEPHONE NUMBER: (781) 237-6030

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EDWARD M. SHEA, ASSISTANT VICE PRESIDENT AND SENIOR COUNSEL

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

ONE SUN LIFE EXECUTIVE PARK

112 WORCESTER STREET

WELLESLEY HILLS, MASSACHUSETTS 02481

(Name and Address of Agent for Service)

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COPIES OF COMMUNICATIONS TO:

JOAN E. BOROS, ESQ.

JORDEN BURT LLP

1025 THOMAS JEFFERSON STREET, N.W.

SUITE 400 EAST

WASHINGTON, D.C. 20007-0805

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IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (check appropriate box)

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/ / IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (b) OF RULE 485

/ X/ ON (APRIL 30, 2002) PURSUANT TO PARAGRAPH (b) OF RULE 485

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/ / 60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(1) OF RULE 485

/ / ON (DATE) PURSUANT TO PARAGRAPH (a)(1) OF RULE 485

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PART A

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PROSPECTUS

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April 30, 2002

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ALL-STAR

VARIABLE AND FIXED ANNUITY

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 shares of one of the following mutual funds or series thereof (the "Funds").

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AIM VARIABLE INSURANCE FUNDS, INC.	RYDEX VARIABLE TRUST
AIM V.I. Capital Appreciation Fund Series 2	Rydex Financial Services Fund
AIM V.I. International Growth Fund Series 2	Rydex Health Care Fund
AIM V.I. Premier Equity Fund Series 2	Rydex OTC Fund
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.	STEINROE VARIABLE INVESTMENT TRUST
Alliance Premier Growth Fund	Stein Roe Balanced Fund, Variable Series
Alliance Growth & Income Fund	Stein Roe Growth Stock Fund, Variable Series
Alliance Technology Fund	Stein Roe Money Market Fund, Variable Series
Alliance Worldwide Privatization Fund	Liberty Federal Securities Fund, Variable Series
FIDELITY VARIABLE INSURANCE PRODUCTS FUNDS	WANGER ADVISORS TRUST
Fidelity Dynamic Capital Appreciation Portfolio	Wanger Foreign Forty
Fidelity Equity Income Portfolio	Wanger International Small Cap
Fidelity Growth Opportunities Portfolio	Wanger Twenty
GALAXY VIP FUND	Wanger U.S. Small Cap
Galaxy VIP Columbia Real Estate Equity Fund II	MFS VARIABLE INSURANCE TRUST
Galaxy VIP High Quality Bond Fund	MFS Emerging Growth Series
LIBERTY VARIABLE INVESTMENT TRUST	MFS Investors Growth Stock Series
Colonial High Yield Securities Fund, Variable Series	MFS Investors Trust Series
Colonial Strategic Income Fund, Variable Series	MFS New Discovery Series
Colonial U.S. Growth & Income Fund, Variable Series
Liberty S&P 500 Index Fund, Variable Series
Liberty Select Value Fund, Variable Series
Liberty All-Star Equity Fund, Variable Series
Newport Tiger Fund, Variable Series

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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.

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We have filed a Statement of Additional Information dated April 30, 2002 (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 _____ 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) 205-8737. 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.

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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 address:

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

c/o Retirement Products and Services

P.O. Box 9133

Wellesley Hills, Massachusetts 02481

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TABLE OF CONTENTS

	PAGE
Special Terms	5
Product Highlights	5
Expense Summary	7
Summary of Contract Expenses	7
Underlying Fund Annual Expenses	8
Examples	10
Condensed Financial Information	14
The Annuity Contract	14
Communicating To Us About Your Contract	14
Sun Life Assurance Company of Canada (U.S.)	15
The Variable Account	15
Variable Account Options: The Funds	15
The Fixed Account	18
The Fixed Account Options: The Guarantee Periods	18
The Accumulation Phase	18
Issuing Your Contract	18
Amount and Frequency of Purchase Payments	18
Allocation of Net Purchase Payments	19
Your Account	19
Your Account Value	19
Variable Account Value	19
Fixed Account Value	20
Transfer Privilege	21
Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates	22
Optional Programs	22
Withdrawals, Withdrawal Charge and Market Value Adjustment	23
Cash Withdrawals	23
Withdrawal Charge	24
Types of Withdrawals Not Subject to Withdrawal Charge	25
Market Value Adjustment	26
Contract Charges	26
Account Fee	26
Administrative Expense Charge and Distribution Fee	27
Mortality and Expense Risk Charge	27
Charges for Optional Death Benefit Riders	27
Premium Taxes	27
Fund Expenses	28
Modification in the Case of Group Contracts	28
Death Benefit	28
Amount of Death Benefit	28
The Basic Death Benefit	28
Optional Death Benefit Riders	28
Spousal Continuance	30
Calculating the Death Benefit	30
Method of Paying Death Benefit	31
Non-Qualified Contracts	31
Selection and Change of Beneficiary	31
Payment of Death Benefit	31
The Income Phase -- Annuity Provisions	31
Selection of Annuitant(s)	32
Selection of the Annuity Commencement Date	32
Annuity Options	32
Selection of Annuity Option	33
Amount of Annuity Payments	33
Exchange of Variable Annuity Units	34
Account Fee	34
Annuity Payment Rates	34

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Annuity Options as Method of Payment for Death Benefit	34
Other Contract Provisions	34
Exercise of Contract Rights	34
Change of Ownership	35
Voting of Fund Shares	35
Periodic Reports	36
Substitution of Securities	36
Change in Operation of Variable Account	36
Splitting Units	36
Modification	36
Discontinuance of New Participants	37
Reservation of Rights	37
Right to Return	37
Tax Considerations	37
U.S. Federal Income Tax Considerations	37
Deductibility of Purchase Payments	37
Pre-Distribution Taxation of Contracts	37
Distributions and Withdrawals from Non-Qualified Contracts	38
Distribution and Withdrawals from Qualified Contracts	38
Withholding	39
Investment Diversification and Control	39
Tax Treatment of the Company and the Variable Account	39
Qualified Retirement Plans	39
Pension and Profit-Sharing Plans	40
Tax-Sheltered Annuities	40
Individual Retirement Accounts	40
Roth IRAs	41
Status of Optional Death Benefit Riders	41
Puerto Rico Tax Considerations	41
Administration of the Contract	41
Distribution of the Contract	41
Performance Information	42
Available Information	43
Incorporation of Certain Documents by Reference	43
State Regulation	43
Legal Proceedings	43
Accountants	44
Financial Statements	44
Table of Contents of Statement of Additional Information	44
Appendix A -- Glossary	46
Appendix B -- Withdrawals, Withdrawal Charges and the Market Value Adjustment	49
Appendix C -- Calculation of Basic Death Benefit	52
Appendix D -- Calculation of 5% Premium Roll-Up Optional Death Benefit	53
Appendix E -- Calculation of Earnings Enhancement Premier  Optional Death Benefit	54
Appendix F -- Calculation of Earnings Enhancement Premier Plus Optional Death Benefit	55
Appendix G -- Calculation of Earnings Enhancement Premier With MAV Optional Death Benefit	56
Appendix H -- Calculation of Earnings Enhancement Premier With 5% Roll-Up Optional Death Benefit	57

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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 All-Star 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. The Contract also provides a basic death benefit if you die during the Accumulation Phase. You may enhance the basic death benefit by purchasing an optional death benefit rider.

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 of at least $1,000 at any time during the Accumulation Phase. 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 the 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 shares 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 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, transfers or renewals into that Guarantee Period will not be permitted.

Expense Summary

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

If your Account Value is less than $100,000 on your Account Anniversary, we deduct a $50 Annual Account Fee. We will waive the Account Fee if your Contract was fully invested in the Fixed Account during the entire Account Year.

In addition, we deduct a mortality and expense risk charge of 1.30% of the average daily value of the Contract invested in the Variable Account (1.50% if you are age 76 or older on the Open Date). We also deduct an administrative charge of 0.15% of the average daily value and a distribution charge of 0.20% of the average daily value of the Contract invested in the Variable Account.

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 take more than a specified amount of money out of your Contract, we assess a withdrawal charge against each Purchase Payment withdrawn. The withdrawal charge (also known as a "contingent deferred sales charge") starts at 8% in the first Account Year and declines to 0% after four years.

If you elect an optional death benefit rider, we will deduct, during the Accumulation Phase, an additional charge from the assets of the Variable Account ranging from 0.20% to 0.40% of the average daily value of your Contract depending upon which optional death benefit rider you elected.

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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, which range from 0.56% to 3.77% of the average daily net assets of the Fund, depending upon which Fund(s) you have selected.

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The Income Phase: Annuity Provisions

If you want to receive regular income from your annuity, you can select one of a several Annuity Options. Subject to the Maximum Annuity Commecement Date, 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 Open Date and whether you choose the basic death benefit or, for a fee, an optional death benefit rider. If you are 85 or younger on the Open Date, the basic death benefit pays the greatest of your Account Value, your Surrender Value, or your total Purchase Payments (adjusted for withdrawals), all calculated as of your Death Benefit Date. If you were 86 or older on the Open Date, the basic death benefit is equal to the Surrender Value. Subject to availability in your state, you may enhance the basic death benefit by electing one of the optional death benefit riders. 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 Open 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. During the first four Account Years, this "free withdrawal amount" is equal to 10% of the amount of all Purchase Payments made. All other amounts are subject to the withdrawal charge. After the end of the fourth Account Year, any amount you withdraw is free of withdrawal charges. In addition to the withdrawal charge, amounts you withdraw, transfer or annuitize from the Fixed Account before your Guarantee Period has ended may also be subject to a Market Value Adjustment (see "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, 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.)

c/o Retirement Products and Services

P. O. Box 9133

Wellesley Hills, Massachusetts 02481

Toll Free (800) 205-8737

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EXPENSE SUMMARY

The purpose of the following table is to help you understand the costs and expenses that you will bear directly and indirectly under a contract when you allocate money to the Variable Account. The table reflects expenses of the Variable Account as well as of each Fund. The table should be considered together with the narrative provided under the heading "Contract Charges" in this Prospectus, and with the Funds' prospectus(es). In addition to the expenses listed below, we may deduct premium taxes, where required by state law.

SUMMARY OF CONTRACT EXPENSES

Transaction Expenses

Sales Load Imposed on Purchase Payments..................................................................................................... $ 0

Deferred Sales Load (as a percentage of Purchase Payments withdrawn) (1)

Number of Account Years Since Issue Date

0 - 1................................................................................................................................................	8%
1 - 2................................................................................................................................................	8%
2 - 3................................................................................................................................................	7%
3 - 4................................................................................................................................................	6%
4 or more........................................................................................................................................	0%

Transfer Fee (2)................................................................................................................................................	$ 15
Annual Account Fee per Contract or Certificate (3)......................................................................................	$ 50

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

If you are age 75 or younger on the Open Date (4):		If you are age 76 or older on the Open Date (4):
Mortality and Expense Risks Charge	1.30%	Mortality and Expense Risks Charge	1.50%
Administrative Expenses Charge	0.15%	Administrative Expenses Charge	0.15%
Distribution Fee	0.20%	Distribution Fee	0.20%
Total Variable Annuity Annual Expenses	1.65%	Total Variable Annuity Annual Expenses	1.85%
Maximum Total Variable Annuity Annual		Maximum Total Variable Annuity Annual
Expenses* (if optional death benefit		Expenses* (if optional death benefit
riders selected)	2.05%	riders selected)	2.25%

*Optional Death Benefit Charge if one of the optional death benefits is elected (applies only during the Accumulation Phase):

Riders Elected (5)	% of Average Daily Value
"MAV"	0.20%
"5% Roll-Up"	0.20%
"EEB Premier"	0.25%
"EEB Premier with MAV"	0.40%
"EEB Premier with 5% Roll-Up"	0.40%
"EEB Premier Plus"	0.40%

(1)	During the first four Account Years a portion of your Account may be withdrawn each year without imposition of any withdrawal charge and, after your fourth Account Anniversary, any amount you withdraw is free of withdrawal charges.
(2)	Currently, we impose no fee upon transfers; however, we reserve the right to impose a fee of up to $15 per transfer. In addition, a Market Value Adjustment may be imposed on amounts transferred from or within the Fixed Account.
(3)	The annual Account Fee is waived on Contracts greater than $100,000 in value on your Account Anniversary.
(4)	After annuitization, the sum of the mortality and expense risks charge, the administrative expenses charge, and distribution fee will never be greater than 1.65% of average Variable Account assets, regardless of your age on the Issue Date.
(5)	The optional death benefit riders are defined under "Death Benefit."

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UNDERLYING FUND ANNUAL EXPENSES¹

(numbers in brackets represent expenses after any fee waivers or expense reimbursements)

(as a percentage of Fund net assets)

	Management	12b-1 or	Other Fund	Total Annual
Fund	Fees	Service Fees	Expenses	Fund Expenses
AIM Capital Appreciation2	0.61%	0.25%	0.24%	1.10%
AIM International Growth2	0.73%	0.25%	0.32%	1.30%
AIM Premier Equity2	0.60%	0.25%	0.25%	1.10%
Alliance Growth & Income3	0.63%	0.25%	0.04%	0.92%
Alliance Premier Growth3	1.00%	0.25%	0.04%	1.29%
Alliance Technology3	1.00%	0.25%	0.08%	1.33%
Alliance Worldwide Privatization3	1.00% [0.46%]	0.25%	0.68% [0.49%]	1.93% [1.20%]
Fidelity Dynamic Capital Appreciation4	0.58%	0.25%	2.94% [0.92%]	3.77% [1.75%]
Fidelity Equity-Income4	0.48%	0.25%	0.11%	0.84%
Fidelity Growth Opportunities4	0.58%	0.25%	0.12%	0.95%
Galaxy VIP Columbia Real Estate Equity Fund II5	0.75%		2.43% [1.03%]	3.18% [1.60%]
Galaxy VIP High Quality Bond Fund5	0.40%		0.52%	1.07%
Colonial High Yield Securities6	0.60%	0.25% [0.02%]	0.33%	1.18% [0.95%]
Colonial Strategic Income6	0.65%	0.25% [0.15%]	0.20%	1.10% [1.00%]
Colonial U.S. Growth & Income6	0.80%	0.25% [0.04%]	0.16%	1.21% [1.00%]
Liberty S&P 500 Index6	0.40%	0.25% [0.00%]	0.63% [0.35%]	1.28% [0.75%]
Liberty Select Value6	0.70%	0.25% [0.00%]	0.88% [0.40%]	1.83% [1.10%]
Liberty All-Star Equity6	0.80%	0.25% [0.00%]	0.20%	1.25% [1.00%]
Newport Tiger6	0.90%	0.25%	0.41%	1.56%
MFS Emerging Growth7	0.75%	0.25%	0.12%	1.12%
MFS Investors Growth Stock7	0.75%	0.25%	0.17%	1.17%
MFS Investors Trust7	0.75%	0.25%	0.15%	1.15%
MFS New Discovery7	0.90%	0.25%	0.19% [0.16%]	1.34% [1.31%]
Rydex Financial Services8	0.85%	0.25%	1.09%	2.19%
Rydex Health Care8	0.85%	0.25%	1.13%	2.23%
Rydex OTC8	0.75%	0.25%	0.45%	1.45%
Liberty Federal Securities9	0.55%	0.25% [0.21%]	0.14%	0.94% [0.90%]
Stein Roe Balanced9	0.60%	0.25% [0.19%]	0.11%	0.96% [0.90%]
Stein Roe Growth Stock9	0.65%	0.25% [0.19%]	0.11%	1.01% [0.95%]
Stein Roe Money Market	0.50%		0.06%	0.56%
Wanger Foreign Forty10	1.00%		0.45%	1.45%
Wanger International Small Cap10	1.24%		0.19 %	1.43%
Wanger Twenty10	0.95%		0.38%	1.33%
Wanger U.S. Small Cap10	0.94%		0.05%	0.99%

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[1]	The information relating to Fund expenses was provided by the Funds and we have not independently verified it. You should consult the Fund prospectuses for more information about Fund expenses. All expense figures are based on actual expenses for the fiscal year ended December 31, 2001. The expense figures in the brackets show what the expenses are after expense reimbursements or fee waivers.
[2]	The manager of AIM Insurance Funds may from time to time waive all or a portion of its advisory fees and/or assume certain expenses of the Funds. Fee waivers or reductions, other than those contained in the AIM Insurance Funds' advisory agreement, may be modified or terminated at any time. The AIM Insurance Funds' manager did not waive advisory fees or assume expenses as of the date of this Prospectus. Effective May 1, 2002, the name of the AIM V.I. International Equity Fund will change to AIM V.I. International Growth Fund, and the name of the AIM V.I. Value Fund will change to AIM V.I. Premier Equity Fund.
[3]	The manager of Alliance Series Fund has agreed to continue voluntary expense reimbursements for Alliance Technology and Alliance Worldwide Privatization for the foreseeable future.

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[4]	The expenses shown are those of the Portfolio's Service Class 2 actual annual operating expenses of the Fidelity Funds were lower than those shown in the table because a portion of the brokerage commissions that each Fund paid was used to reduce the Fund's expenses, and/or because through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce a portion of the Fund's custodian expenses. Fidelity may terminate these offsets at any time. In addition, the manager of Fidelity Funds has agreed to reimburse total operating expenses, excluding interest, taxes, brokerage and extraordinary expenses, in excess of 1.75% of the average net assets of Fidelity Dynamic Capital Appreciation Portfolio. The manager can discontinue this arrangement at any time.
[5]	The manager and distributor of the Galaxy Funds may from time to time waive all or a portion of its advisory fees and/or reimburse certain expenses of the Galaxy Funds.
[6]	The manager and distributor of Liberty Trust have agreed to reimburse all incurred Fund expenses, including management fees, but excluding interest, taxes, brokerage, and extraordinary expenses, in excess of the following percentage of average net assets of each Fund: 1.00% for Colonial Strategic Income and Colonial U.S. Growth & Income; 1.10% for Liberty Select Value; 1.75% for Newport Tiger; 0.95% for Colonial High Yield Securities; and 0.75% for Liberty S&P 500 Index. To the extent a Fund's expenses are in excess of the applicable limitation up to 0.25%, the distributor will reimburse the Fund out of its 12b-1 fees. To the extent such expenses exceed the applicable limitation by more than 0.25%, the manager will reimburse the Fund for the portion over 0.25% from Other Expenses first and then, to the extent necessary, from Management Fees.
[7]	The manager of MFS Trust has contractually agreed, subject to reimbursement, to bear the expenses of the New Discovery Series such that its "Other Fund Expenses" do not exceed 0.15% annually after taking into account the expense offset arrangement with the series' custodian described in the following note. These contractual fee arrangements will continue until at least May 1, 2003, unless changed with the consent of the board of trustees which oversees the series.
	Each series of MFS Trust has an expense offset arrangement that reduces the series' custodian fee based upon the amount of cash maintained by the series with its custodian and dividend disbursing agent. The series may enter into other similar arrangements and directed brokerage arrangements, which would also have the effect of reducing the series' expenses. Any such fee reductions are not reflected under "Other Fund Expenses" in the table. Had these fee reductions been taken into account, "Total Annual Fund Expenses" for certain series would be as follows: 1.11% for Emerging Growth Series; 1.30% for New Discovery Series; 1.14% for Investors Trust Series; and 1.15% for Investors Growth Stock Series.
[8]	The investment adviser and servicer to the Rydex Variable Trust may from time to time volunteer to waive fees and/or reimburse expenses of the Funds. The investment adviser and servicer have not reimbursed expenses as of the date of this Prospectus.
[9]	The manager and distributor of SteinRoe Trust have agreed to reimburse all expenses, including management fees, in excess of the following percentage of the average net assets of the following Funds: 0.90% for Stein Roe Balanced; 0.95% for Stein Roe Growth Stock; 0.90% for Liberty Federal Securities; and 0.65% for Stein Roe Money Market. To the extent a Fund's expenses are in excess of the applicable limitation up to 0.25%, the distributor will reimburse the Fund out of its 12b-1 fees. To the extent such expenses exceed the applicable limitation by more than 0.25%, the manager will reimburse the Fund for the portion over 0.25% from Other Expenses first and then, to the extent necessary, from Management Fees.
[10]	The manager of Wanger Trust has agreed to continue voluntary expense reimbursements for Wanger Twenty and Wanger Foreign Forty in excess of the following percentage of average net assets: 1.35% for Wanger Twenty and 1.45% for Wanger Foreign Forty.

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EXAMPLES

The following examples should not be considered to be representations of past or future expenses, and actual expenses may be greater or lower than those shown. The examples assume that all current waivers and reimbursements continue throughout all periods.

If you surrender your Contract at the end of the applicable period, you would pay the following expenses on a $1,000 investment, assuming an average Contract size of $50,000, a 5% annual return and no optional death benefit rider has been elected:

<R>

	1 Year	3 Years	5 Years	10 Years
AIM Capital Appreciation	$103	$156	$150	$318
AIM International Growth	104	161	160	336
AIM Premier Equity	103	156	150	318
Alliance Growth & Income	101	151	141	300
Alliance Premier Growth	104	161	160	336
Alliance Technology	105	162	162	339
Alliance Worldwide Privatization	103	159	155	327
Fidelity Dynamic Capital Appreciation	108	174	182	377
Fidelity Equity-Income	100	149	138	292
Fidelity Growth Opportunities	101	152	143	303
Galaxy VIP Columbia Real Estate Equity Fund II	107	170	175	364
Galaxy VIP High Quality Bond Fund	102	155	149	315
Colonial High Yield Securities	101	152	143	303
Colonial Strategic Income	102	153	145	308
Colonial U.S. Growth & Income	102	153	145	308
Liberty S&P 500 Index	99	146	133	284
Liberty Select Value	103	156	150	318
Liberty All-Star Equity	102	153	145	308
Newport Tiger	107	168	173	360
MFS Emerging Growth	103	156	151	319
MFS Investors Growth Stock	103	158	154	324
MFS Investors Trust	103	157	153	322
MFS New Discovery	104	162	161	337
Rydex Financial Services	112	185	202	416
Rydex Health Care	113	186	204	419
Rydex OTC	106	165	167	350
Liberty Federal Securities	101	150	141	298
Stein Roe Balanced	101	150	141	298
Stein Roe Growth Stock	101	152	143	303
Stein Roe Money Market	98	141	124	265
Wanger Foreign Forty	106	165	167	350
Wanger International Small Cap	106	165	166	348
Wanger Twenty	105	163	163	341
Wanger U.S. Small Cap	102	153	145	307

</R>

<PAGE>

If you surrender your Contract at the end of the applicable period, you would pay the following expenses on a $1,000 investment, assuming a 5% annual return, an average Contract size of $50,000, and the EEB Premier Plus optional death benefit rider has been elected:

<R>

	1 Year	3 Years	5 Years	10 Years
AIM Capital Appreciation	$106	$167	$170	$355
AIM International Growth	108	172	179	373
AIM Premier Equity	106	167	170	355
Alliance Growth & Income	105	162	161	338
Alliance Premier Growth	108	172	179	372
Alliance Technology	108	173	181	376
Alliance Worldwide Privatization	107	170	175	364
Fidelity Dynamic Capital Appreciation	112	184	200	412
Fidelity Equity-Income	104	160	157	331
Fidelity Growth Opportunities	105	163	163	341
Galaxy VIP Columbia Real Estate Equity Fund II	111	180	193	399
Galaxy VIP High Quality Bond Fund	106	166	168	352
Colonial High Yield Securities	105	163	163	341
Colonial Strategic Income	105	164	165	346
Colonial U.S. Growth & Income	105	164	165	346
Liberty S&P 500 Index	103	157	153	322
Liberty Select Value	106	167	170	355
Liberty All-Star Equity	105	164	165	346
Newport Tiger	110	179	192	396
MFS Emerging Growth	106	167	171	357
MFS Investors Growth Stock	107	169	173	361
MFS Investors Trust	107	168	172	359
MFS New Discovery	108	173	180	374
Rydex Financial Services	116	196	221	449
Rydex Health Care	116	197	222	452
Rydex OTC	109	176	186	386
Liberty Federal Securities	104	161	160	336
Stein Roe Balanced	104	161	160	336
Stein Roe Growth Stock	105	163	163	341
Stein Roe Money Market	101	152	143	304
Wanger Foreign Forty	109	176	186	386
Wanger International Small Cap	109	176	185	384
Wanger Twenty	108	174	182	377
Wanger U.S. Small Cap	105	164	164	345

</R>

<PAGE>

If you do NOT surrender your Contract, or if you annuitize at the end of the applicable time period, you would pay the following expenses on a $1,000 investment, assuming an average Contract size of $50,000, a 5% annual return and no optional death benefit rider has been elected:

<R>

	1 Year	3 Years	5 Years	10 Years
AIM Capital Appreciation	$29	$88	$150	$318
AIM International Growth	31	94	160	336
AIM Premier Equity	29	88	150	318
Alliance Growth & Income	27	83	141	300
Alliance Premier Growth	31	94	160	336
Alliance Technology	31	95	162	339
Alliance Worldwide Privatization	30	91	155	327
Fidelity Dynamic Capital Appreciation	35	107	182	377
Fidelity Equity-Income	26	81	138	292
Fidelity Growth Opportunities	27	84	143	303
Galaxy VIP Columbia Real Estate Equity Fund II	34	103	175	364
Galaxy VIP High Quality Bond Fund	29	87	149	315
Colonial High Yield Securities	27	84	143	303
Colonial Strategic Income	28	85	145	308
Colonial U.S. Growth & Income	28	85	145	308
Liberty S&P 500 Index	25	78	133	284
Liberty Select Value	29	88	150	318
Liberty All-Star Equity	28	85	145	308
Newport Tiger	33	102	173	360
MFS Emerging Growth	29	89	151	319
MFS Investors Growth Stock	30	90	154	324
MFS Investors Trust	29	90	153	322
MFS New Discovery	31	95	161	337
Rydex Financial Services	40	120	202	416
Rydex Health Care	40	121	204	419
Rydex OTC	32	99	167	350
Liberty Federal Securities	27	82	141	298
Stein Roe Balanced	27	82	141	298
Stein Roe Growth Stock	27	84	143	303
Stein Roe Money Market	23	72	124	265
Wanger Foreign Forty	32	99	167	350
Wanger International Small Cap	32	98	166	348
Wanger Twenty	31	96	163	341
Wanger U.S. Small Cap	28	85	145	307

</R>

<PAGE>

If you do NOT surrender your Contract, or if you annuitize at the end of the applicable period, you would pay the following expenses on a $1,000 investment, assuming a 5% annual return, an average Contract size of $50,000, and the EEB Premier Plus optional death benefit rider has been elected:

<R>

	1 Year	3 Years	5 Years	10 Years
AIM Capital Appreciation	$33	$100	$170	$355
AIM International Growth	35	106	179	373
AIM Premier Equity	33	100	170	355
Alliance Growth & Income	31	95	161	338
Alliance Premier Growth	35	106	179	372
Alliance Technology	35	107	181	376
Alliance Worldwide Privatization	34	103	175	364
Fidelity Dynamic Capital Appreciation	39	119	200	412
Fidelity Equity-Income	30	92	157	331
Fidelity Growth Opportunities	31	96	163	341
Galaxy VIP Columbia Real Estate Equity Fund II	38	115	193	399
Galaxy VIP High Quality Bond Fund	32	99	168	352
Colonial High Yield Securities	31	96	163	341
Colonial Strategic Income	32	97	165	346
Colonial U.S. Growth & Income	32	97	165	346
Liberty S&P 500 Index	29	90	153	322
Liberty Select Value	33	100	170	355
Liberty All-Star Equity	32	97	165	346
Newport Tiger	37	113	192	396
MFS Emerging Growth	33	101	171	357
MFS Investors Growth Stock	33	102	173	361
MFS Investors Trust	33	102	172	359
MFS New Discovery	35	106	180	374
Rydex Financial Services	44	131	221	449
Rydex Health Care	44	133	222	452
Rydex OTC	36	110	186	386
Liberty Federal Securities	31	94	160	336
Stein Roe Balanced	31	94	160	336
Stein Roe Growth Stock	31	96	163	341
Stein Roe Money Market	27	84	143	304
Wanger Foreign Forty	36	110	186	386
Wanger International Small Cap	36	110	185	384
Wanger Twenty	35	107	182	377
Wanger U.S. Small Cap	32	97	164	345

</R>

<PAGE>

CONDENSED FINANCIAL INFORMATION

The Contracts described in this Prospectus have not previously been made available for sale, and may include fees and charges that are different from our other variable annuity contracts. These differences will produce differing Accumulation Unit values. Therefore, no condensed financial information is included in this Prospectus. Sun Life's financial statements and those for the Variable Account are in the Statement of Additional Information.

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. It provides a basic death benefit if you die during the Accumulation Phase. You may enhance the basic death benefit by electing an optional death benefit riders and paying an additional charge for the 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.

<R>

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 be responsive to changes in the economic environment, including inflationary forces and changes in rates of return available from different types of investments. 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.

</R>

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 nontrusteed) 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."

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) 205-8737.

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.

<PAGE>

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, and Puerto Rico, 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 an indirect wholly-owned subsidiary of Sun Life Assurance Company of Canada ("Sun Life (Canada)"). Sun Life (Canada) completed its demutualization on March 22, 2000. As a result of the demutualization, a new holding company, Sun Life Financial Services of Canada Inc. ("Sun Life Financial"), is now the ultimate parent of Sun Life (Canada) and the Company. 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, London, and Manila 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 to the Variable Account will be used to purchase Fund shares as designated by you 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 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, which are briefly discussed below. 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.

More comprehensive 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) 205-8737 or by writing to Sun Life Assurance Company of Canada (U.S.), c/o Retirement Products and Services, P.O. Box 9133, Wellesley Hills, Massachusetts 02481.

The Funds currently available are:

AIM VARIABLE INSURANCE FUNDS (advised by AIM Advisors, Inc.)

<R>	AIM V.I. CAPITAL APPRECIATION FUND SERIES 2 seeks growth of capital by investing principally in common stocks or companies which the Fund's portfolio managers believe are likely to benefit from new or innovative products, services or processes, as well as those that have experienced above-average, long-term growth in earnings and have excellent prospects for future growth.
	AIM V.I. INTERNATIONAL GROWTH FUND SERIES 2 seeks to achieve long-term growth of capital by investing in a diversified portfolio of international equity securities whose issuers are considered to have strong earnings momentum.
</R>	AIM V.I. PREMIER EQUITY FUND SERIES 2 seeks long-term growth of capital with a secondary objective of current income.

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC. (advised by Alliance Capital Management L.P.)

ALLIANCE VP PREMIER GROWTH PORTFOLIO seeks to achieve growth of capital by pursuing aggressive investment policies. It invests principally in equity securities of a limited number of large, carefully selected, high-quality U.S. companies.

ALLIANCE VP TECHNOLOGY PORTFOLIO seeks growth of capital and invests for capital appreciation, and only incidentally for current income. The Portfolio invests primarily in securities of companies expected to benefit from technological advances and improvements.

ALLIANCE VP GROWTH AND INCOME PORTFOLIO seeks to provide reasonable current income and reasonable opportunities for appreciation by investing primarily in dividend-paying common stocks of good quality.

ALLIANCE VP WORLDWIDE PRIVATIZATION PORTFOLIO seeks long-term capital appreciation by investing primarily in securities of issuers that are undergoing or have undergone privatizations. The Portfolio seeks to take advantage of investment opportunities that are created by privatizations of state enterprises in both established and developing countries.

FIDELITY VARIABLE INSURANCE PRODUCTS FUNDS (Advised by Fidelity Management & Research Company.)

DYNAMIC CAPITAL APPRECIATION PORTFOLIO seeks long-term capital appreciation.

EQUITY INCOME PORTFOLIO seeks to achieve a yield which exceeds the composite yield on the securities comprising the S&P 500. The Fund also seeks to achieve reasonable income and consider the potential for capital appreciation.

GROWTH OPPORTUNITIES PORTFOLIO seeks long-term growth of capital.

GALAXY VIP FUND (advised by Columbia Management Company (for the Columbia Real Estate Equity Fund II) and Fleet Investment Advisors Inc. (for the High Quality Bond Fund))

COLUMBIA REAL ESTATE EQUITY FUND II seeks, with equal emphasis, capital appreciation and above-average current income by investing primarily in the equity securities of companies in the real estate industry.

HIGH QUALITY BOND FUND seeks a high level of current income consistent with prudent risk of capital.

LIBERTY VARIABLE TRUST (advised by Liberty Advisory Services Corp; Colonial Management Associates, Inc. ("Colonial"), is the sub-adviser for Colonial High Yield Securities Fund, Colonial Strategic Income Fund, and Colonial U.S. Growth Income Fund, Liberty Select Value Fund; Newport Fund Management, Inc., is sub-adviser for Newport Tiger; and State Street Global Advisers is the sub-adviser for Liberty S&P 500 Index.)

COLONIAL HIGH YIELD SECURITIES FUND seeks high current income and total return by investing primarily in lower rated corporate debt securities.

COLONIAL STRATEGIC INCOME FUND seeks a high level of current income by diversifying investments primarily in U.S. and foreign government and high yield, high risk corporate debt securities.

COLONIAL U.S. GROWTH INCOME FUND seeks long-term growth and income by investing primarily in large capitalization equity securities.

LIBERTY S&P 500 INDEX FUND seeks capital appreciation by matching the performance of the benchmark index that measures the returns of stocks of large U.S. companies.

LIBERTY SELECT VALUE FUND seeks long-term growth of capital.

LIBERTY ALL-STAR EQUITY FUND seeks total investment return, comprised of long-term capital appreciation and current income, through investment primarily in a diversified portfolio of equity securities.

NEWPORT TIGER FUND seeks long term capital growth by investing primarily in equity securities of companies located in the ten Tigers of Asia (Hong Kong, Singapore, South Korea, Taiwan, Malaysia, Thailand, Indonesia, India, China and the Philippines).

MFS VARIABLE INSURANCE TRUST (advised by Massachusetts Financial Services Company, an affiliate of the Company)

MFS EMERGING GROWTH SERIES will seek long-term growth of capital.

MFS MASSACHUSETTS INVESTORS GROWTH STOCK SERIES will seek to provide long-term growth of capital and future income rather than current income.

MFS MASSACHUSETTS INVESTORS TRUST SERIES will seek long-term growth of capital with a secondary objective to seek reasonable current income.

MFS NEW DISCOVERY SERIES will seek capital appreciation.

RYDEX VARIABLE TRUST (advised by Rydex Global Advisors)

RYDEX OTC FUND seeks to provide investment results that correspond to a benchmark for over-the-counter securities. The Fund's current benchmark is the NASDAQ 100 Index.

RYDEX FINANCIAL SERVICES FUND seeks capital appreciation by investing in companies that are involved in the financial services sector.

RYDEX HEALTH CARE FUND seeks capital appreciation by investing in companies that are involved in the health care industry.

STEINROE VARIABLE TRUST (advised by Stein Roe & Farnham Incorporated.)

LIBERTY FEDERAL SECURITIES FUND seeks the highest possible level of current income consistent with safety of principal and maintenance of liquidity through investment primarily in mortgage-backed securities.

STEIN ROE BALANCED FUND seeks high total investment return through investment in a changing mix of securities.

STEIN ROE GROWTH STOCK FUND seeks long-term growth of capital through investment primarily in common stocks.

STEIN ROE MONEY MARKET FUND seeks high current income from short-term money market instruments while emphasizing preservation of capital and maintaining excellent liquidity.

WANGER ADVISORS TRUST (advised by Liberty Wanger Asset Management, L.P.)

WANGER FOREIGN FORTY seeks long-term growth of capital.

WANGER INTERNATIONAL SMALL CAP seeks long-term growth of capital.

WANGER TWENTY seeks long-term growth of capital.

WANGER U.S. SMALL CAP seeks long-term growth of capital.

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 Rydex Funds, which are paid from Fund assets and reflected in the fee table.

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, transfers or renewals 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 if the Covered Person dies before the Annuity Commencement Date.

Issuing Your Contract

When we accept your Application, we "open" the Contract. We refer to this date as the "Open Date." When we receive your initial Purchase Payment, we "issue" your Contract. We refer to this date as the "Issue Date."

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 each additional Purchase Payment must be at least $1,000, unless we waive these limits. 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. We reserve the right to refuse Purchase Payments received more than 5 years after your Issue Date or after your 70th birthday, whichever is later. 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 currently available, but any allocation to a Guarantee Period must be at least $1,000. Over the life of your Contract, you may allocate amounts among as many as 18 of the available investment options.

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 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 charge for optional death 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 extends beyond your maximum Annuity Commencement Date will result in an application of a Market Value Adjustment upon annuitization or withdrawals. Each new allocation to a Guarantee Period must be 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:

(1)	written notice from you electing a different Guarantee Period from among those we then offer, or
(2)	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. If we are no longer offering a Guarantee Period of the same duration, we will automatically transfer your Fixed Account allocation into the Money Market Sub-Account.

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 renew your Guarantee Amount into the Money Market Sub-Account.

     Early Withdrawals

If you withdraw, transfer, or annuitize an allocation to a Guarantee Period more than 30 days prior to the 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.

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:

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

- The amount transferred from a Sub-Account must be at least $1,000, unless you are transferring your entire balance in that Sub-Account;

- Your Account Value remaining in a Sub-Account must be at least $1,000;

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

- At least 30 days must elapse between transfers;

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

- The total number of Sub-Accounts and Guarantee Periods within an Account may not exceed 18 over the lifetime of the Contract; and

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

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

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 the Renewal Date or 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. Otherwise, your transfer request will be effective on the next Business Day. The telephone transfer privilege is available automatically, 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.

     Market Timers

The Contracts are not designed for professional market timing organizations or other entities using programmed and frequent transfers. If you wish to employ such strategies, you should not purchase a Contract. Accordingly, transfers may be subject to restrictions if exercised by a market timing firm or any other third party authorized to initiate transfer transactions on behalf of multiple Participants. In imposing such restrictions, we may, among other things, not accept (1) the transfer instructions of any agent acting under a power of attorney on behalf of more than one Participant, or (2) the transfer instructions of individual Participants who have executed preauthorized transfer forms that are submitted at the same time by market timing firms or other third parties on behalf of more than one Participant. We will not impose these restrictions unless our actions are reasonably intended to prevent the use of such transfers in a manner that will disadvantage or potentially impair the Contract rights of other Participants.

In addition, some of the Funds have reserved the right to temporarily or permanently refuse exchange requests from the Variable Account if, in the Fund manager's judgment, a Fund would be unable to invest effectively in accordance with its investment objective and policies, or would otherwise potentially be adversely affected. In particular, a pattern of exchanges that coincide with a market timing strategy may be disruptive to a Fund and therefore may be refused. Accordingly, the Variable Account may not be in a position to effectuate transfers and may refuse transfer requests without prior notice. We also reserve the right, for similar reasons, to refuse or delay exchange requests involving transfers to or from the Fixed Account.

Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates

We may reduce or waive the withdrawal charge, the mortality and expense risk charges, the administrative service fee the distribution fee, or the annual Account Fee; credit additional amounts; grant special Guaranteed Interest Rates in certain situations; or offer other options or benefits. 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."

Optional Programs

     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 of $1,000 to a designated Sub-Account or to a Guarantee Period we make available in connection with the program. 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 Sub-Account, 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 is subject to the $1,000 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 assure a profit or protect against loss in a declining market. We do not allow transfers into any of the Guarantee Periods.

     Portfolio Selection Program

One or more portfolio selection programs may be available in connection with the Contracts, at no extra charge. Portfolio selection 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 portfolio selection does not insure a profit or protect against loss in a declining market.

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

If you elect a portfolio selection program, we will automatically allocate your Purchase Payments among the Sub-Accounts represented in the model you choose. By electing an portfolio selection program, you thereby authorize us to automatically reallocate your investment options, as determined by the terms of the portfolio selection program, to reflect the current composition of the model you have selected, without further instruction, until we receive notification that you wish to terminate the program or choose a different model.

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     Systematic Withdrawal Program

If you have an Account Value of $10,000 or more, you may select our Systematic Withdrawal Program.

Under this 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. The withdrawals under this program may be subject to surrender charges or a Market Value Adjustment. They may also be included as income and subject to a 10% federal tax penalty. You should consult your tax adviser before choosing this option.

You may change or stop this program at any time, by written notice to us or other means approved by us.

     Quarterly Rebalancing Program

Under the Quarterly 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.

     Capital Protection Plus Program

Under the Capital Protection Plus 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), plus you will have the benefit, if any, of the investment performance of the Sub-Accounts you have chosen.

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, 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 for the Account Year in which the withdrawal is made; we calculate and then add or subtract the amount of any Market Value Adjustment applicable to your Fixed Account Value; and finally, we calculate and then 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

If you request a partial withdrawal, we will pay you 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.

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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.

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 will 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:

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

- 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

- 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.

The "free withdrawal amount" is equal to 10% of the amount of all Purchase Payments you have made. After the fourth Account Anniversary, any amount you withdraw is free of withdrawal charges.

The "free withdrawal amount" that you do not use in an Account Year is not cumulative. In other words, it will not be carried forward or available for use in future Account Years.

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

     Withdrawal Charge on Purchase Payments

If you withdraw more than the free withdrawal amount in any Account Year, 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 these Payments. Thus, the maximum amount on which we will impose the withdrawal charge in any year will never be more than the total of all Payments that you have not previously withdrawn.

The amount of your withdrawal, if any, that exceeds the total of the free withdrawal amount plus the aggregate amount of all Payments not previously withdrawn, is not subject to the withdrawal charge.

     Order of Withdrawal

When you make a withdrawal, we consider the free withdrawal amount to be withdrawn first. We consider Purchase Payments that you have not already withdrawn (beginning with the oldest remaining Purchase Payment) to be withdrawn next. Once all Purchase Payments are withdrawn, the balance withdrawn is considered to be earnings and is not subject to a withdrawal charge.

     Calculation of Withdrawal Charge

We calculate the amount of the withdrawal charge by multiplying the amount you withdraw by a percentage. As set forth below, the percentage decreases according to the number of complete Account Years since your Issue Date. After your fourth Account Anniversary, any amount you withdraw is free of withdrawal charges.

Number of
Account Years
Since Your	Withdrawal
Issue Date	Charge
0-1	8%
1-2	8%
2-3	7%
3-4	6%
4 or more	0%

The withdrawal charge will never be greater than 8% of the excess of your Account Value over the "free withdrawal amount," as defined above.

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 or partial withdrawal if:

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- at least one year has passed since your Issue Date,

- 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

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

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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 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:

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[(1 + I) / (1 + J + b)] ^ (N/12)   -1

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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 of $50 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. 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:

(1)	your Account has been allocated only to the Fixed Account during the applicable Account Year; or
(2)	your Account Value is $100,000 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 $50 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 and Distribution Fee

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.

We also deduct a distribution fee from the assets of the Variable Account at an effective annual rate equal to 0.20% during both the Accumulation Phase and the Income Phase. This charge is designed to reimburse us for the expenses associated with distributing and issuing the Contracts.

Mortality and Expense Risk Charge

During both the Accumulation Phase and the Income Phase, we deduct a mortality and expense risk charge from the assets of the Variable Account at an effective annual rate equal to 1.30%, if you are age 75 or younger on the Open Date (1.50%, if you are age 76 or older on the Open Date). If your initial Purchase Payments or Account Value exceeds $1 million on your Account Anniversary, an amount equal to 0.15% of your Account Value will be credited to your Account on that date and on every subsequent Account Anniversary during the Accumulation Phase. (This credit is paid out of our general account and is the result of cost savings realized on larger sized Contracts.)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, the administrative expense charge, and the distribution fee 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 Value
"MAV"	0.20%
"5% Roll-Up"	0.20%
"EEB Premier"	0.25%
"EEB Premier with MAV"	0.40%
"EEB Premier with 5% Roll-Up"	0.40%
"EEB Premier Plus"	0.40%

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*As defined below under "Optional Death Benefits."

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 tax adviser 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 prospectuses 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 may pay a death benefit to your Beneficiary, 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 may pay the death benefit to the surviving Participant, if any, or, if there is no Participant, 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 your 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 Due Proof of Death of the Covered Person in an acceptable form, 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 Open Date, 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 Adjusted Purchase Payments (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 Open 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 of the following optional death benefit riders. You must make your election on or before the date on which or before your Contract becomes effective. You will pay a charge for the 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 your Open Date. The optional death benefit election may not be changed after the Contract's Issue Date. 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.

     Maximum Anniversary Account Value ("MAV") Rider

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

- the amount payable under basic death benefit (above), or

- your highest Account Value on any Account Anniversary before your 81st birthday, adjusted for any subsequent Purchase Payments, partial withdrawals and charges 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:

- the amount payable under basic death benefit (above), or

- 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:

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

- the day the death benefit amount under this rider equals twice the sum of your Adjusted Purchase Payments.

     Earnings Enhancement Benefit Premier ("EEB Premier") Rider

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

- If you are 69 or younger on your Open Date, the "EEB Premier amount" will be 45% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap of 100% of the Adjusted Purchase Payments made prior to your death minus any Purchase Payments made within the twelve months prior to your death, not including Purchase Payments made in your first Account Year.

- If you are between the ages of 70 and 79 on your Open Date, the "EEB Premier amount" will be 25% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap of 40% of the Adjusted Purchase Payments made prior to your death minus any Purchase Payments made in the twelve months prior to your death, not including Purchase Payments made in your first Account Year. In addition, on the Account Anniversary following your 85th birthday, the "EEB Premier amount" will be locked in. Partial withdrawals after your 85th birthday will proportionally reduce the "EEB Premier amount."

     Earnings Enhancement Benefit Premier with MAV ("EEB Premier with MAV") Rider

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

- If you are 69 or younger on your Open Date, the "EEB Premier amount" will be 45% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap of 100% of Adjusted Purchase Payments made prior to your death minus any Purchase Payments made in the twelve months prior to your death, not including Purchase Payments made in your first Account Year.

- If you are between the ages of 70 and 79 on your Open Date, the "EEB Premier amount" will be 25% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap of 40% of Adjusted Purchase Payments made prior to your death minus any Purchase Payments made in the twelve months prior to your death, not including Purchase Payments made in your first Account Year. In addition, on the Account Anniversary following your 85th birthday, the "EEB Premier amount" will be locked in. Partial withdrawals after your 85th birthday will proportionally reduce the "EEB Premier amount."

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

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

- If you are 69 or younger on your Open Date, the "EEB Premier amount" will be 45% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap of 100% of Adjusted Purchase Payments made prior to your death minus any Purchase Payments made in the twelve months prior to your death, not including Purchase Payments made in your first Account Year.

- If you are between the ages of 70 and 79 on your Open Date, the "EEB Premier amount" will be 25% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap of 40% of Adjusted Purchase Payments made prior to your death minus any Purchase Payments made in the twelve months prior to your death, not including Purchase Payments made in your first Account Year. In addition, on the Account Anniversary following your 85th birthday, the "EEB Premier amount" will be locked in. Partial withdrawals after your 85th birthday will proportionally reduce the "EEB Premier amount."

     Earnings Enhancement Benefit Premier Plus ("EEB Premier Plus") Rider

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

- If you are 69 or younger on your Open Date, the "EEB Premier Plus amount" will be 75% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap of 150% of the Adjusted Purchase Payments made prior to your death minus any Purchase Payments made within the 12 months prior to your death, not including Purchase Payments made in your first Account Year.

- If you are between the ages of 70 and 79 on your Open Date, the "EEB Premier Plus amount" will be 35% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap of 60% of the Adjusted Purchase Payments made prior to your death minus any Purchase Payments made in the twelve months prior to your death, not including Purchase Payments made in your first Account Year. In addition, on the Account Anniversary following your 85th birthday, the "EEB Premier Plus amount" will be locked in. Partial withdrawals after your 85th birthday will proportionally reduce the "EEB Premier Plus amount."

Spousal Continuance

If your spouse is your sole 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 rider 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. 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. These elections are made by sending us a completed election form, which we will provide. If we do not receive the Beneficiary's election within 60 days after we receive Due Proof of Death, the Beneficiary shall be deemed to have elected to defer receipt of payment under any death benefit option until a written election is submitted to the Company or a distribution is required by law.

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 or removal 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.

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 Annuitant(s)

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.

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:

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

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

- 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, with the following additional limitations:

- We must receive your notice at least 30 days before the current Annuity Commencement Date.

- 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, in one sum, 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 periods certain are not available if your Account has been issued within the past 4 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:

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

- 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.

- 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 1.65% of your average daily net assets, regardless of your age on the Issue Date. 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, 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 $50 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. 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 Annuitant 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 during the lifetime of the Annuitant 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 Covered Person 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 will not change the Covered Person named when the Contract is issued. This means that all death benefits and surrender charge waivers will continue to be based on the Covered Person and not the Owner. The amount payable on the death of the new Owner will be the Surrender Value.

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, according to the 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, except 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 after it was delivered to you. 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. State law may also require us to give you a longer "free look" period or allow you to return the Contract to your sales representative.

If you are establishing an Individual Retirement Account ("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 Issue 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.

     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 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.

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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.

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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 owner, or to 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 owner are not life insurance benefits and will generally be includable 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 includable 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.

     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 an eligible rollover distribution from a Qualified Contract (other than from a Contract issued for use with an individual retirement account) and roll over some or all that distribution to another eligible plan, the portion of such distribution that is rolled over will not be includible in your income. However, any eligible rollover distribution 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.

An "eligible rollover distribution" is any distribution to you of all or any portion of the balance to the credit of your account, other than:

- 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;

- Any required minimum distribution, or

- Any hardship distribution.

Only you or your spouse 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 a Contract issued for use with an individual retirement account), 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 spouse may elect a direct rollover. In the case of a distribution from (i) a Non-Qualified Contract, (ii) a Qualified Contract issued for use with an individual retirement account, 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 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 complies with these regulations.

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The preamble to the 1986 investment diversification regulations stated that the Internal Revenue Service may promulgate guidelines under which an owner's excessive control over investments underlying the contract will preclude the contract from qualifying as an annuity for federal tax purposes. We cannot predict whether such guidelines, if and when they may be promulgated, will be retroactive. We reserve the right to modify the Contract and/or the Variable Account to the extent necessary to comply with any such guidelines, but cannot assure that such modifications would satisfy any retroactive guidelines.

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     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

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.

In evaluating whether the Contract is suitable for purchase in connection with a tax qualified plan under Section 401(a) of the Code or a tax deferred annuity arrangement under Section 403(b) of the Code, the effect of the Purchase Payment Interest provisions on the plan's compliance with the applicable nondiscrimination requirements should be considered. Violation of the nondiscrimination rules can cause a plan to lose its tax qualified status under the Code and could result in the full taxation of participants on all of their benefits under the plan. Violation of the nondiscrimination rules might also result in a liability for additional benefits being paid to certain plan participants. Employers intending to use the Contract in connection with such plans should seek competent advice.

     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 Tax Equity and Fiscal Responsibility Act of 1982 eliminated most differences between qualified retirement plans of corporations and those of self-employed individuals. Self-employed persons may therefore use Qualified Contracts as a funding vehicle for their retirement plans, as a general rule.

     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.

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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, separates from service 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, and (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.

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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 Accounts

Sections 219 and 408 of the Code permit eligible individuals to contribute to an individual retirement program, including Simplified Employee Pension Plans, Employer/Association of Employees Established Individual Retirement Account Trusts, 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. If we sell Contracts for use with IRAs, the Internal Revenue Service or other agency may impose supplementary information requirements. We will provide purchasers of the Contracts for such purposes with any necessary information. You will have the right to revoke the Contract under certain circumstances, as described in the section of this Prospectus entitled "Right to Return."

     Roth IRAs

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 an individual converts a traditional IRA into a Roth IRA the full amount of the IRA is included in taxable income. The Internal Revenue Service and other agencies may impose special information requirements with respect to Roth IRAs. If and when we make Contracts available for use with Roth IRAs, we will provide any necessary information.

     Status of Optional Death Benefit Riders

Under the Code, IRAs may not invest in life insurance policies. Regulations issued by the Treasury Department provide that death benefits under IRAs do not violate this rule, provided that the death benefit is no more than the greater of the total premiums paid (net of prior withdrawals) or the cash value of the IRA.

In certain circumstances, the death benefit payable under the Contract's Optional Death Benefit Riders may exceed both the total premiums paid (net of prior withdrawals) and the cash value of the Contract.

You should consult a qualified tax adviser before adding any of the Optional Death Benefit Riders to your Contract if it is an IRA.

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. Although we currently offer the Contract in Puerto Rico in connection with qualified retirement plans, the text of this Prospectus under the heading "Federal Tax Status" dealing with such qualified retirement plans is inapplicable to Puerto Rico and should be disregarded.

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

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 in those states where the Contract may be lawfully sold. Such agents will be registered representatives of 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 distribution agreements with the Company and the general distributor, Clarendon Insurance Agency, Inc. ("Clarendon"), One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481. Clarendon, 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.

Commissions and other distribution compensation will be paid by the Company to the selling agents and will not be more than 7.50% of Purchase Payments. In addition, after the first Account Year, broker-dealers who have entered into distribution agreements with the Company may receive an annual renewal commission of no more than 1.00% of the Participant's Account Value. In addition to commissions, the Company may, from time to time, pay or allow additional promotional incentives, in the form of cash or other compensation. We reserve the right to offer these additional incentives only to certain broker-dealers that sell or are expected to sell during specified time periods certain minimum amounts of the Contracts or Certificates or other contracts offered by the Company. Promotional incentives may change at any time. 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."

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 Series. 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-Accounts 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, Standard and Poor's Insurance Rating Services, and Fitch. 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. Standard and Poor's and Fitch's ratings measure the ability of an insurance company to meet its obligations under insurance policies it issues. These two ratings do 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; NEW YORK, NEW YORK -- 7 World Trade Center, 13th Floor, New York, NY 10048. 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

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The Company's Annual Report on Form 10-K for the year ended December 31, 2001 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.

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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 fire 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.

ACCOUNTANTS

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The financial statements of the Variable Account for the year ended December 31, 2001, and the financial statements of the Company for the years ended December 31, 2001, 2000 and 1999, both included in the Statement of Additional Information ("SAI") filed in the Company's Registration Statement under the Investment Company Act of 1940, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports appearing in in the Statement of Additional Information, and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

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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.

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The financial statements of the Variable Account for the year ended December 31, 2001 are also included in the SAI.

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TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

Calculation of Performance Data

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

Financial Statements

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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 April 30, 2002 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) 205-8737.

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To:	Sun Life Assurance Company of Canada (U.S.)
	c/o Retirement Products and Services
	P.O. Box 9133
	Wellesley Hills, Massachusetts 02481
	Please send me a Statement of Additional Information for
	All-Star Variable and Fixed Annuity
	Sun Life of Canada (U.S.) Variable Account F.

Name                                                          

Address                                                      

City                               State                       Zip         

Telephone                                                  

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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 (366, if a leap year) 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 Issue Date is on March 12, the first Account Year is determined from the Issue 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 and while the Owner is still alive during which you make Purchase Payments under the Contract. This is called the "Accumulation Period" in the Contract.

ADJUSTED PURCHASE PAYMENTS: Purchase Payments adjusted for partial withdrawals as described in "Calculating the Death Benefit."

*ANNUITANT: The person or persons to whom the first annuity payment is made. If either Annuitant dies prior to the Annuity Commencement Date, the surviving Annuitant will become the sole Annuitant.

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: Prior to the Annuity Commencement Date, the person or entity having the right to receive the death benefit and, for Non-Qualified Contracts, who, in the event of the Participant's death, is the "designated beneficiary" for purposes of Section 72(s) of the Internal Revenue Code. After the Annuity Commencement Date, the person or entity having the right to receive any payments due under the Annuity Option elected, if applicable, upon the death of the Payee.

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

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

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

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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 Beneficiary shall be deemed to have elected to defer receipt of payment under any death benefit option until such time as a written election is received by the Company or a distribution is required by law.

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 information or documentation required by the Company that is necessary to make payment (e.g. taxpayer identification numbers, beneficiary names and addresses, state inheritance tax waivers, etc.).

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.

ISSUE DATE: The date the Contract becomes effective which is the date we apply your initial Net Purchase Payment to your Account and issue your Contract. This is called the "Date of Coverage" in the Contract.

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. This term is also used as described under "Calculating the Death Benefit."

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.

OPEN DATE: The date your Application is received by the Company in good order.

*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.

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

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*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.

SURRENDER VALUE: The amount payable on full surrender of your Contract.

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 and YOUR: The terms "you" and "your" refer to "Owner," "Participant," and/or "Covered Person" as those terms are identified in the Contract.

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

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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:

Assume a Purchase Payment of $40,000 is made on the Issue 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	Free	Subject to	Withdrawal	Withdrawal
	Account	Account	Withdrawal	Withdrawal	Charge	Charge
	Year	Value	Amount	Charge	Percentage	Amount
(a)	1	$41,000	$ 4,000	$37,000	8.00%	$2,960
	2	$44,200	$ 4,000	$40,000	8.00%	$3,200
(b)	3	$47,700	$ 4,000	$40,000	7.00%	$2,800
	4	$51,500	$ 4,000	$40,000	6.00%	$2,400
(c)	5	$55,600	$55,600	$     0	0.00%	$     0
	6	$60,000	$60,000	$     0	0.00%	$     0

(a)	The free withdrawal amount in any year is equal to 10% of all of the Purchase Payments you have made. In Account Year 1, the free withdrawal amount is $4,000, which equals 10% of the Purchase Payment of $40,000. On a full withdrawal of $41,000, the amount subject to a withdrawal charge is $37,000, which equals the Account Value of $41,000 minus the free withdrawal amount of $4,000.
(b)	In Account Year 3, the free withdrawal amount is $4,000, which equals 10% of the Purchase Payment of $40,000. The Account Value minus the free withdrawal amount is $47,700 minus $4,000, which equals $43,700; however, the amount subject to a withdrawal charge is capped at the amount of your unliquidated Purchase Payments. Therefore, the amount subject to a withdrawal charge is $40,000, which is the amount of your unliquidated Purchase Payments.
(c)	In Account Year 5, you have passed your fourth Account Anniversary, so no withdrawal charges apply to any withdrawals you make.

Partial Withdrawal:

Assume a single Purchase Payment of $40,000 is made on the Issue Date, no additional Purchase Payments are made, no partial withdrawals have been taken prior to the fourth Account Year, and there is a series of four partial withdrawals made during the fourth Account Year of $3,000, $8,000, $12,000, and $22,000.

														Remaining
			Hypothetical		Free	Amount of									Free
			Account	Withdrawal			Withdrawal						Withdrawal				Hypothetical
		Value		Amount				Subject to	Withdrawal		Withdrawal					Amount			Account
	Account	Before		Before			Amount of	Withdrawal		Charge		Charge		After				Value after
	Year	Withdrawal		Withdrawal			Withdrawal	Charge		Percentage		Amount		Withdrawal				Withdrawal
	1	$41,000		$4,000			$     0	$     0		8.00%		$    0		$4,000				$41,000
	2	$44,200		$4,000			$     0	$     0		8.00%		$    0		$4,000				$44,200
	3	$47,700		$4,000			$     0	$     0		7.00%		$    0		$4,000				$47,700
(a)	4	$48,200		$4,000			$ 3,000	$     0		6.00%		$    0		$1,000				$45,200
(b)	4	$46,000		$1,000			$ 8,000	$ 7,000		6.00%		$  420		$    0				$38,000
(c)	4	$38,250		$    0			$12,000	$12,000		6.00%		$  720		$    0				$26,250
(d)	4	$26,650		$    0			$22,000	$21,000		6.00%		$1,260		$    0				$ 4,650
	Totals						$45,000	$40,000		6.00%		$2,400		$    0				$ 4,650

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(a)	In Account Year 4, the free withdrawal amount is $4,000, which equals 10% of the Purchase Payment of $40,000. The partial withdrawal amount of $3,000 is less than the free withdrawal amount, so there is no withdrawal charge.
(b)	Since a partial withdrawal of $3,000 was taken, the remaining free withdrawal amount in Account Year 4 is $4,000 - $3,000 = $1,000. Therefore, $1,000 of the $8,000 withdrawal is not subject to a withdrawal charge, and $7,000 is subject to a withdrawal charge. Of the $11,000 withdrawn to date, $4,000 has been from the free withdrawal amount and $7,000 has been from Purchase Payments. Therefore, the amount of unliquidated Purchase Payments is $33,000.
(c)	Since $4,000 of the two prior Account Year 4 partial withdrawals was taken from the free withdrawal amount, the remaining free withdrawal amount in Account year 4 is $4,000 - $4,000 = $0. Therefore, the entire $12,000 withdrawal is subject to a withdrawal charge. Of the $23,000 withdrawn to date, $4,000 has been from the free withdrawal amount and $19,000 has been from Purchase Payments. Therefore, the amount of unliquidated Purchase Payments is $21,000.
(d)	Since $4,000 of the three prior Account Year 4 partial withdrawals was taken from the free withdrawal amount, the remaining free withdrawal amount in Account Year 4 is $4,000 - $4,000 = $0. The amount of unliquidated Purchase Payments remaining before this withdrawal is $21,000. Therefore, $21,000 of the $22,000 withdrawal is taken from Purchase Payments and is subject to a withdrawal charge, and $1,000 of the withdrawal is taken from earnings and is not subject to a withdrawal charge. Of the $45,000 withdrawn to date, $4,000 has been from the free withdrawal amount, $40,000 has been from Purchase Payments, and $1,000 has been from earnings. The amount of unliquidated Purchase Payments is now equal to $0. Note that if the $4,650 remaining balance was withdrawn, it would all be from earnings and not subject to a withdrawal charge. 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 on the previous page.

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

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     The MVA Factor is:

[(1 + I) / (1 + J + b)] ^ (N/12)   -1

</R>

     These examples assume the following:

(1)	The Guarantee Amount was allocated to a 5-year Guarantee Period with a Guaranteed Interest Rate of 6% or .06.
(2)	The date of surrender is 2 years from the Expiration Date (N = 24).
(3)	The value of the Guarantee Amount on the date of surrender is $11,910.16.
(4)	The interest earned in the current Account Year is $674.16.
(5)	No transfers or partial withdrawals affecting this Guarantee Amount have been made.
(6)	Withdrawal charges, if any, are calculated in the same manner as shown in the examples in Part 1.

<PAGE>

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.

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    The MVA factor          = [(1 + I) / (1 + J + b)] ^ (N/12)   -1

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

                               =      (.981^ 2) -1

</R>

                               =     .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.

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    The MVA factor =      [(1 + I) / (1 + J + b)] ^ (N/12)   -1

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

                                =      (1.010 ^ 2) -1

</R>

                                =     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.

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APPENDIX C

CALCULATION OF BASIC DEATH BENEFIT

Example 1:

Assume a Purchase Payment of $60,000.00 is made on the Issue 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*	=	$ 76,500.00
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 Issue 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*	=	$ 57,000.00
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)

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APPENDIX D

CALCULATION OF 5% PREMIUM ROLL-UP OPTIONAL DEATH BENEFIT

Example 1:

Assume a Purchase Payment of $60,000 is made on the Issue Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested in the Sub-Accounts. No withdrawals are made. The Owner dies in the eighth Account Year. The Account Value on the Death Benefit Date is $135,000, and the value of the Purchase Payments accumulated at 5% until the Death Benefit Date is $140,000. 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	=	$135,000
Total of Adjusted Purchase Payments	=	$100,000
5% Premium Roll-Up Value *	=	$140,000
The Death Benefit Amount would therefore	=	$140,000

* The 5% Premium Roll-Up Value is capped at 2 times the Adjusted Purchase Payments. Therefore, the cap = 2 x $100,000 = $200,000.

Example 2:

Assume a Purchase Payment of $60,000 is made on the Issue Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested in the Sub-Accounts and that the Account Value is $150,000 just prior to a $30,000 withdrawal. The Account Value on the Death Benefit Date is $90,000. The calculation of the death benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:
Account Value	=	$ 90,000
Cash Surrender Value	=	$ 90,000
Total of Adjusted Purchase Payments*	=	$ 80,000
5% Premium Roll-Up Value**	=	$112,000
The Death Benefit Amount would therefore	=	$112,000

* Adjusted Purchase Payments can be calculated as follows:

Purchase Payments x (Account Value after withdrawal / Account Value before withdrawal) = $100,000 x ($120,000 / $150,000) = $80,000

** The 5% Premium Roll-Up Value is capped at 2 times the Adjusted Purchase Payments. Therefore, the cap = 2 x $80,000 = $160,000.

<PAGE>

APPENDIX E

CALCULATION OF EARNINGS ENHANCEMENT PREMIER OPTIONAL DEATH BENEFIT

Example 1:

Assume a Purchase Payment of $60,000 is made on the Issue 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*	=	$135,000
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
45% of the above amount	=	$ 15,750
Cap of 100% of Adjusted Purchase Payments	=	$100,000
The lesser of the above two amounts = the EEB Premier amount	=	$ 15,750

The total Death Benefit would be the amount paid on the Basic Death Benefit plus the EEB Premier amount = $135,000 + $15,750 = $150,750.

Example 2:

Assume a Purchase Payment of $60,000 is made on the Issue 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. 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*	=	$115,000
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
45% of the above amount	=	$ 13,417
Cap of 100% of Adjusted Purchase Payments	=	$ 85,185
The lesser of the above two amounts = the EEB Premier amount	=	$ 13,417

The total Death Benefit would be the amount paid on the Basic Death Benefit plus the EEB Premier amount = $115,000 + $13,417 = $128,417.

*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/Account Value before withdrawal) = $100,000 x ($115,000 Divided By $135,000) = $85,185

<PAGE>

APPENDIX F

CALCULATION OF EARNINGS ENHANCEMENT PREMIER PLUS OPTIONAL DEATH BENEFIT

Assume a Purchase Payment of $60,000 is made on the Issue 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*	=	$135,000
Total of Adjusted Purchase Payments	=	$100,000
The Death Benefit Amount would therefore	=	$135,000

--PLUS --

The EEB Premier Plus amount, calculated as follows:
Account Value minus Adjusted Purchase Payments	=	$ 35,000
75% of the above amount	=	$ 26,250
Cap of 150% of Adjusted Purchase Payments	=	$150,000
The lesser of the above two amounts = the EEB Premier Plus amount	=	$ 26,250

The total Death Benefit would be the amount paid on the Basic Death Benefit plus the EEB Premier Plus amount = $135,000 + $26,250 = $161,250.

*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."

<PAGE>

APPENDIX G

CALCULATION OF EARNINGS ENHANCEMENT PREMIER WITH MAV OPTIONAL DEATH BENEFIT

Assume a Purchase Payment of $60,000 is made on the Issue 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. Assume death occurs in Account Year 7. In addition, this Contract was issued prior to the owner's 70th birthday. 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*	=	$135,000
Total of Adjusted Purchase Payments	=	$100,000
Maximum Anniversary Value	=	$140,000
The Death Benefit Amount would therefore	=	$140,000

--PLUS--

The EEB Premier with MAV amount, calculated as follows:
Account Value before EEB minus
Adjusted Purchase Payments	=	$ 35,000
45% of the above amount	=	$ 15,750
Cap of 100% of Adjusted Purchase Payments	=	$100,000
The lesser of the above two amounts = the EEB Premier with MAV amount	=	$ 15,750

The total Death Benefit would be the amount paid on the Maximum Anniversary Rider plus the EEB Premier with MAV amount = $140,000 + $15,750 = $155,750.

*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."

<PAGE>

APPENDIX H

CALCULATION OF EARNINGS ENHANCEMENT PREMIER WITH 5% ROLL-UP OPTIONAL DEATH BENEFIT

Assume a Purchase Payment of $60,000 is made on the Issue 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 8. 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*	=	$135,000
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 Premier amount, calculated as follows:
Account Value before EEB minus
Adjusted Purchase Payments	=	$ 35,000
45% of the above amount	=	$ 15,750
Cap of 100% of Adjusted Purchase Payments	=	$100,000
The lesser of the above two amounts = the EEB Premier amount	=	$ 15,750

The total Death Benefit would be the amount paid on the 5% Roll-Up Rider plus the EEB Premier amount = $140,000 + $15,750 = $155,750.

*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."

<PAGE>

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

c/o Retirement Products and Services

P.O. Box 9133

Wellesley Hills, Massachusetts 02481

TELEPHONE:

Toll Free (800) 205-8737

GENERAL DISTRIBUTOR

Clarendon Insurance Agency, Inc.

One Sun Life Executive Park

Wellesley Hills, Massachusetts 02481

AUDITORS

Deloitte & Touche LLP

200 Berkeley Street

Boston, Massachusetts 02116

<PAGE>

PROSPECTUS

<R>

April 30, 2002

</R>

SELECT FOUR PLUS

VARIABLE AND FIXED ANNUITY

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 shares of one of the following mutual funds or series thereof (the "Funds").

<R>

AIM Variable Insurance Funds	MFS/Sun Life Series Trust (cont.)
AIM V.I. Capital Appreciation Fund Series 2	MFS/Sun Life Massachusetts Investors Trust - S Class
AIM V.I. Growth Fund Series 2	MFS/Sun Life New Discovery - S Class
AIM V.I. Core Equity Fund Series 2	MFS/Sun Life Total Return - S Class
AIM V.I. International Growth Fund Series 2	MFS/Sun Life Utilities - S Class
AIM V.I. Premier Equity Fund Series 2	Rydex Variable Trust
Alliance Variable Products Series Fund, Inc.	Rydex VT Nova Fund
Alliance VP Premier Growth Fund	Rydex VT OTC Fund
Alliance VP Technology Fund	Sun Capital Advisers Trust
Alliance VP Growth and Income Fund	SCSM Alger Growth Fund
Alliance VP Worldwide Privatization Fund	SCSM Alger Income & Growth Fund
Alliance VP Quasar Fund	SCSM Alger Small Capitalization Fund
Goldman Sachs Variable Insurance Trust	SCSM Davis Financial Fund
VIT CORESM U.S. Equity Fund	SCSM Davis Venture Value Fund
VIT Capital Growth Fund	SCSM INVESCO Energy Fund
INVESCO Variable Investment Funds, Inc.	SCSM INVESCO Health Sciences Fund
INVESCO VIF Dynamics Fund	SCSM INVESCO Technology Fund
INVESCO VIF Small Company Growth Fund	SCSM INVESCO Telecommunications Fund
Lord Abbett Series Fund, Inc.	SCSM Neuberger Berman Mid Cap Growth Fund
Lord Abbett Series Fund Mid Cap Value	SCSM Neuberger Berman Mid Cap Value Fund
Lord Abbett Series Fund Growth and Income	SCSM Value Equity Fund
Lord Abbett Series Fund International	SCSM Value Managed Fund
Fidelity Variable Insurance Products Funds	SCSM Value Mid Cap Fund
Fidelity VIP Contrafund(R) Portfolio	SCSM Value Small Cap Fund
Fidelity VIP Growth Portfolio	SCSM Blue Chip Mid Cap Fund
Fidelity VIP Overseas Portfolio	SCSM Investors Foundation Fund
MFS/Sun Life Series Trust	SCSM Select Equity Fund
MFS/Sun Life Capital Appreciation - S Class	Sun CapitalSM All Cap Fund
MFS/Sun Life Emerging Growth - S Class	Sun Capital Investment Grade Bond Fund(R)
MFS/Sun Life Government Securities - S Class	Sun Capital Money Market Fund(R)
MFS/Sun Life High Yield - S Class	Sun Capital Real Estate Fund(R)
MFS/Sun Life Massachusetts Investors Growth Stock - S Class

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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.

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We have filed a Statement of Additional Information dated April 30, 2002 (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 ____ 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 (888) 786-2435. 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.

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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 address:

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

c/o Retirement Products and Services

P.O. Box 9133

Wellesley Hills, Massachusetts 02481

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TABLE OF CONTENTS

	PAGE
Special Terms	5
Product Highlights	5
Expense Summary	7
Summary of Contract Expenses	7
Underlying Fund Annual Expenses	8
Examples	11
Condensed Financial Information	16
The Annuity Contract	16
Communicating To Us About Your Contract	16
Sun Life Assurance Company of Canada (U.S.)	17
The Variable Account	17
Variable Account Options: The Funds	17
The Fixed Account	21
The Fixed Account Options: The Guarantee Periods	21
The Accumulation Phase	22
Issuing Your Contract	22
Amount and Frequency of Purchase Payments	22
Allocation of Net Purchase Payments	22
Your Account	22
Your Account Value	22
Variable Account Value	23
Fixed Account Value	23
Transfer Privilege	24
Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates	25
Optional Programs	25
Withdrawals, Withdrawal Charge and Market Value Adjustment	26
Cash Withdrawals	26
Withdrawal Charge	27
Types of Withdrawals Not Subject to Withdrawal Charge	28
Market Value Adjustment	29
Contract Charges	30
Account Fee	30
Administrative Expense Charge and Distribution Fee	30
Mortality and Expense Risk Charge	30
Charges for Optional Death Benefit Riders	30
Premium Taxes	31
Fund Expenses	31
Modification in the Case of Group Contracts	31
Death Benefit	31
Amount of Death Benefit	31
The Basic Death Benefit	31
Optional Death Benefit Riders	32
Spousal Continuance	33
Calculating the Death Benefit	34
Method of Paying Death Benefit	34
Non-Qualified Contracts	34
Selection and Change of Beneficiary	34
Payment of Death Benefit	35
The Income Phase -- Annuity Provisions	35
Selection of Annuitant(s)	35
Selection of the Annuity Commencement Date	35
Annuity Options	35
Selection of Annuity Option	36
Amount of Annuity Payments	36
Exchange of Variable Annuity Units	37
Account Fee	37
Annuity Payment Rates	37

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Annuity Options as Method of Payment for Death Benefit	38
Other Contract Provisions	38
Exercise of Contract Rights	38
Change of Ownership	38
Voting of Fund Shares	38
Periodic Reports	39
Substitution of Securities	39
Change in Operation of Variable Account	39
Splitting Units	39
Modification	39
Discontinuance of New Participants	40
Reservation of Rights	40
Right to Return	40
Tax Considerations	40
U.S. Federal Income Tax Considerations	40
Deductibility of Purchase Payments	41
Pre-Distribution Taxation of Contracts	41
Distributions and Withdrawals from Non-Qualified Contracts	41
Distribution and Withdrawals from Qualified Contracts	42
Withholding	42
Investment Diversification and Control	42
Tax Treatment of the Company and the Variable Account	43
Qualified Retirement Plans	43
Pension and Profit-Sharing Plans	43
Tax-Sheltered Annuities	43
Individual Retirement Accounts	44
Roth IRAs	44
Status of Optional Death Benefit Riders	44
Puerto Rico Tax Considerations	44
Administration of the Contract	44
Distribution of the Contract	45
Performance Information	45
Available Information	46
Incorporation of Certain Documents by Reference	46
State Regulation	46
Legal Proceedings	47
Accountants	47
Financial Statements	47
Table of Contents of Statement of Additional Information	47
Appendix A -- Glossary	49
Appendix B -- Withdrawals, Withdrawal Charges and the Market Value Adjustment	52
Appendix C -- Calculation of Basic Death Benefit	55
Appendix D -- Calculation of 5% Premium Roll-Up Optional Death Benefit	56
Appendix E -- Calculation of Earnings Enhancement Premier  Optional Death Benefit	57
Appendix F -- Calculation of Earnings Enhancement Premier Plus Optional Death Benefit	58
Appendix G -- Calculation of Earnings Enhancement Premier With MAV Optional Death Benefit	59
Appendix H -- Calculation of Earnings Enhancement Premier With 5% Roll-Up Optional Death Benefit	60

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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 Select Four Plus 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. The Contract also provides a basic death benefit if you die during the Accumulation Phase. You may enhance the basic death benefit by purchasing an optional death benefit rider.

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 of at least $1,000 at any time during the Accumulation Phase. 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 the 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 shares 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 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, transfers or renewals into that Guarantee Period will not be permitted.

Expense Summary

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

If your Account Value is less than $100,000 on your Account Anniversary, we deduct a $50 Annual Account Fee. We will waive the Account Fee if your Contract was fully invested in the Fixed Account during the entire Account Year.

In addition, we deduct a mortality and expense risk charge of 1.30% of the average daily value of the Contract invested in the Variable Account (1.50% if you are age 76 or older on the Open Date). We also deduct an administrative charge of 0.15% of the average daily value and a distribution charge of 0.20% of the average daily value of the Contract invested in the Variable Account.

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 take more than a specified amount of money out of your Contract, we assess a withdrawal charge against each Purchase Payment withdrawn. The withdrawal charge (also known as a "contingent deferred sales charge") starts at 8% in the first Account Year and declines to 0% after four years.

If you elect an optional death benefit rider, we will deduct, during the Accumulation Phase, an additional charge from the assets of the Variable Account ranging from 0.20% to 0.40% of the average daily value of your Contract depending upon which optional death benefit rider you elected.

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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, which range from 0.72% to 1.45% of the average daily net assets of the Fund, depending upon which Fund(s) you have selected.

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The Income Phase: Annuity Provisions

If you want to receive regular income from your annuity, you can select one of a several Annuity Options. Subject to the Maximum Annuity Commencement Date, 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 Open Date and whether you choose the basic death benefit or, for a fee, an optional death benefit rider. If you are 85 or younger on the Open Date, the basic death benefit pays the greatest of your Account Value, your Surrender Value, or your total Purchase Payments (adjusted for withdrawals), all calculated as of your Death Benefit Date. If you were 86 or older on the Open Date, the basic death benefit is equal to the Surrender Value. Subject to availability in your state, you may enhance the basic death benefit by electing one of the optional death benefit riders. 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 Open 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. During the first four Account Years, this "free withdrawal amount" is equal to 10% of the amount of all Purchase Payments made. All other amounts are subject to the withdrawal charge. After the end of the fourth Account Year, any amount you withdraw is free of withdrawal charges. In addition to the withdrawal charge, amounts you withdraw, transfer or annuitize from the Fixed Account before your Guarantee Period has ended may also be subject to a Market Value Adjustment (see "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, 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.)

c/o Retirement Products and Services

P. O. Box 9133

Wellesley Hills, Massachusetts 02481

Toll Free (888) 786-2435

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EXPENSE SUMMARY

The purpose of the following table is to help you understand the costs and expenses that you will bear directly and indirectly under a contract when you allocate money to the Variable Account. The table reflects expenses of the Variable Account as well as of each Fund. The table should be considered together with the narrative provided under the heading "Contract Charges" in this Prospectus, and with the Funds' prospectus (es). In addition to the expenses listed below, we may deduct premium taxes, where required by state law.

SUMMARY OF CONTRACT EXPENSES

Transaction Expenses

Sales Load Imposed on Purchase Payments.................................................................................................... $ 0

Deferred Sales Load (as a percentage of Purchase Payments withdrawn) (1)

Number of Account Years Since Issue Date
0 - 1...........................................................................................	8%
1 - 2...........................................................................................	8%
2 - 3...........................................................................................	7%
3 - 4...........................................................................................	6%
4 or more...................................................................................	0%

Transfer Fee (2)................................................................................................................................................	$ 15
Annual Account Fee per Contract or Certificate (3)......................................................................................	$ 50

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

If you are age 75 or younger on the Open Date (4):		If you are age 76 or older on the Open Date (4):
Mortality and Expense Risks Charge	1.30%	Mortality and Expense Risks Charge	1.50%
Administrative Expenses Charge	0.15%	Administrative Expenses Charge	0.15%
Distribution Fee	0.20%	Distribution Fee	0.20%
Total Variable Annuity Annual Expenses	1.65%	Total Variable Annuity Annual Expenses	1.85%
Maximum Total Variable Annuity Annual		Maximum Total Variable Annuity Annual
Expenses* (if optional death benefit		Expenses* (if optional death benefit
riders selected)	2.05%	riders selected)	2.25%

*Optional Death Benefit Charge if one of the optional death benefits is elected (applies only during the Accumulation Phase):

Riders Elected (5)	% of Average Daily Value
"MAV"	0.20%
"5% Roll-Up"	0.20%
"EEB Premier"	0.25%
"EEB Premier with MAV"	0.40%
"EEB Premier with 5% Roll-Up"	0.40%
"EEB Premier Plus"	0.40%

(1)	During the first four Account Years a portion of your Account may be withdrawn each year without imposition of any withdrawal charge and, after your fourth Account Anniversary, any amount you withdraw is free of withdrawal charges.
(2)	Currently, we impose no fee upon transfers; however, we reserve the right to impose a fee of up to $15 per transfer. In addition, a Market Value Adjustment may be imposed on amounts transferred from or within the Fixed Account.
(3)	The annual Account Fee is waived on Contracts greater than $100,000 in value on your Account Anniversary.
(4)	After annuitization, the sum of the mortality and expense risks charge, the administrative expenses charge, and distribution fee will never be greater than 1.65% of average Variable Account assets, regardless of your age on the Issue Date.
(5)	The optional death benefit riders are defined under "Death Benefit."

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UNDERLYING FUND ANNUAL EXPENSES¹

(numbers in brackets represent expenses before fee waivers or expense reimbursements)²

(as a percentage of Fund net assets)

	Management	Other Fund	12b-1 or	Total Annual
Fund	Fees	Expenses	Service Fees	Fund Expenses
AIM V.I. Capital Appreciation Fund Series 2	0.61%	0.24%	0.25%	1.10%
AIM V.I. Growth Fund Series 2	0.62%	0.26%	0.25%	1.13%
AIM V.I. Core Equity Fund Series 2 (3)	0.61%	0.21%	0.25%	1.07%
AIM V.I. International Growth Fund Series 2 (3)	0.73%	0.32%	0.25%	1.30%
AIM V.I. Premier Equity Fund Series 2 (3)	0.60%	0.25%	0.25%	1.10%
Alliance VP Premier Growth Fund (4)	1.00%	0.04%	0.25%	1.29%
Alliance VP Technology Fund (4)	1.00%	0.08%	0.25%	1.33%
Alliance VP Growth and Income Fund (4)	0.63%	0.04%	0.25%	0.92%
Alliance VP Worldwide Privatization Fund (4)	0.46%	0.49%	0.25%	1.20% [1.93%]
Alliance VP Quasar Fund (4)	0.82%	0.13%	0.25%	1.20% [1.43%]
Goldman Sachs VIT CORESM U.S. Equity Fund (5)	0.70%	0.11%		0.81% [0.82%]
Goldman Sachs VIT Capital Growth Fund (5)	0.75%	0.25%		1.00% [1.69%]
INVESCO VIF Dynamics Fund (6)	0.75%	0.33%		1.08%
INVESCO VIF Small Company Growth Fund (6)	0.75%	0.50%		1.25% [1.29%]
Lord Abbett Series Fund Mid Cap Value (7)	0.75%	0.10%	0.25%	1.10% [1.20%]
Lord Abbett Series Fund Growth and Income (7)	0.50%	0.22%	0.25%	0.97%
Lord Abbett Series Fund International (7)	1.00%	0.10%	0.25%	1.35% [6.15%]
Fidelity VIP Contrafund(R) Portfolio (8)	0.58%	0.11%	0.25%	0.94%
Fidelity VIP Growth Portfolio (8)	0.58%	0.10%	0.25%	0.93%
Fidelity VIP Overseas Portfolio (8)	0.73%	0.20%	0.25%	1.18%
MFS/Sun Life Capital Appreciation - S Class	0.73%	0.05%	0.25%	1.03%
MFS/Sun Life Emerging Growth - S Class (9)	0.70%	0.06%	0.25%	1.01%
MFS/Sun Life Government Securities - S Class	0.55%	0.07%	0.25%	0.87%
MFS/Sun Life High Yield - S Class	0.75%	0.09%	0.25%	1.09%
MFS/Sun Life Massachusetts Investors Growth Stock - S Class (9)	0.75%	0.07%	0.25%	1.07%
MFS/Sun Life Massachusetts Investors Trust - S Class	0.55%	0.05%	0.25%	0.85%
MFS/Sun Life New Discovery - S Class	0.90%	0.07%	0.25%	1.22%
MFS/Sun Life Total Return - S Class	0.65%	0.05%	0.25%	0.95%
MFS/Sun Life Utilities - S Class	0.71%	0.07%	0.25%	1.03%
Rydex VT Nova Fund	0.75%	0.45%	0.25%	1.45%
Rydex VT OTC Fund	0.75%	0.45%	0.25%	1.45%
SCSM Alger Growth Fund (10)	0.75%	0.15%		0.90% [5.00%]
SCSM Alger Income & Growth Fund (10)	0.62%	0.18%		0.80% [5.00%]
SCSM Alger Small Capitalization Fund (10)	0.85%	0.15%		1.00% [5.00%]
SCSM Davis Financial Fund (10)(11)	0.75%	0.15%		0.90% [2.72%]
SCSM Davis Venture Value Fund (10)(11)	0.75%	0.15%		0.90% [1.28%]
SCSM INVESCO Energy Fund (10)(12)	1.05%	0.20%		1.25% [5.24%]
SCSM INVESCO Health Sciences Fund (10)(12)	1.05%	0.20%		1.25% [3.89%]
SCSM INVESCO Technology Fund (10)(12)	1.05%	0.20%		1.25% [5.86%]
SCSM INVESCO Telecommunications Fund (10)(12)	1.05%	0.20%		1.25% [8.84%]
SCSM Neuberger Berman Mid Cap Growth Fund (10)(13)	0.95%	0.15%		1.10% [5.84%]
SCSM Neuberger Berman Mid Cap Value Fund (10)(13)	0.95%	0.15%		1.10% [7.47%]
SCSM Value Equity Fund (10)(14)	0.80%	0.10%		0.90% [3.97%]
SCSM Value Managed Fund (10)(14)	0.80%	0.10%		0.90% [4.68%]
SCSM Value Mid Cap Fund (10)(14)	0.80%	0.20%		1.00% [1.70%]
SCSM Value Small Cap Fund (10)(14)	0.80%	0.20%		1.00% [2.06%]
SCSM Blue Chip Mid Cap Fund (10)(15)	0.80%	0.20%		1.00% [1.26%]
SCSM Investors Foundation Fund (10)(15)	0.75%	0.15%		0.90% [3.34%]
SCSM Select Equity Fund (10)(15)	0.75%	0.15%		0.90% [1.50%]
Sun CapitalSM All Cap Fund (10)	0.70%	0.20%		0.90% [5.00%]
Sun Capital Investment Grade Bond Fund(R) (10)	0.60%	0.15%		0.75% [0.95%]
Sun Capital Money Market Fund(R) (10)	0.50%	0.15%		0.65% [0.74%]
Sun Capital Real Estate Fund(R) (10)	0.95%	0.30%		1.25% [1.68%]

(1)	The information relating to Fund expenses was provided by the Funds and we have not independently verified it. You should consult the Fund prospectuses for more information about Fund expenses.
(2)	All expense figures are shown after expense reimbursements or waivers, except for the bracketed figures which show what the expense figures would have been absent reimbursement. All expense figures are based on actual expenses for the fiscal year ended December 31, 2001, except that (a) the expense figures shown for SCSM Alger Growth Fund, SCSM Alger Growth & Income Fund, SCSM Alger Small Capitalization Fund, and Sun CapitalSM All Cap Fund are estimates for the year 2002 and (b) certain information relating to the Lord Abbett Series Fund has been restated to reflect the fees and expenses that will be applicable during 2002 as described in note (8) below. No actual expense figures are shown for the Funds listed in (a) because each of them commenced operations in either April or May of 2002, and, therefore, has less than 10 months of investment experience.
(3)	Effective May 1, 2002, the following Funds' names will change from AIM V.I. Growth and Income Fund, AIM V.I. International Equity Fund, and AIM V.I. Value Fund to AIM V.I. Core Equity Fund, AIM V.I. International Growth Fund, and AIM V.I. Premier Equity Fund, respectively
(4)	For the year ended December 31, 2001, the investment advisor voluntarily agreed to waive fund expenses to the extent such expenses exceed the "Total Fund Annual Expenses" shown in the table.
(5)	The investment advisers to the following Goldman Sachs VIT Funds have voluntarily agreed to reduce or limit certain "Other Fund Expenses (excluding management fees, taxes, interest, and brokerage fees, litigation, indemnification, and other extraordinary expenses) to the extent such expenses exceed a certain percentage per annum of such Funds' average daily net assets:

Goldman Sachs VIT CORESM U.S. Equity Fund	0.20%
Goldman Sachs VIT Capital Growth	0.25%

Fee waivers and expense reimbursements for the Goldman Sachs VIT Funds may be discontinued at any time.

(6)	The INVESCO VIF Dynamics and INVESCO VIF Small Company Growth Funds' actual "Other Fund Expenses" and "Total Annual Fund Expenses" were lower than the figures shown, because their custodian fees were reduced under an expense offset arrangement.
(7)	The information in the fee table relating to the Mid Cap Value and International Portfolios has been restated to reflect the fees and expenses that will be applicable during 2002. For the year ended December 31, 2001, Lord, Abbett & Co. voluntarily waived a portion of its management fees for the Mid Cap Value and International Portfolios and subsidized a portion of the Portfolios' expenses to the extent necessary to maintain the "Other Fund Expenses" and "12b-1or Services Fees" of each Portfolio at an aggregate of 0.35% of its average daily net assets. For the year 2002, Lord, Abbett & Co. does not intend to waive it management fees for the Mid Cap Value and International Portfolios but has contractually agreed to continue to reimburse a portion of the Portfolios' expenses to the extent necessary to maintain its "Other Fund Expenses" and "12b-1 or Service Fees" of each Portfolio at an aggregate of 0.35% of its average daily net assets.
(8)	The expenses shown are those of the Portfolios' Service Class 2. Actual annual operating expenses of the Fidelity Funds were lower than those shown in the table because a portion of the brokerage commissions that each Fund paid was used to reduce the Fund's expenses, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce a portion of the Fund's custodian expenses. Fidelity may terminate these offsets at any time.
(9)	The MFS/SUN Life Series Trust has an expense offset arrangement which reduces the Fund's custodian fee based upon the amount of cash maintained by the Fund with its custodian and dividend disbursing agent, and may enter into such other arrangements and directed brokerage arrangement (which would also have the effect of reducing the Fund's expenses). Any such fee reductions are not reflected in the table. Had these fee reductions been taken into account, "Total Annual Fund Expenses" would have been lower for certain series:

MFS/Sun Life Emerging Growth - S Class	1.00%
MFS/Sun Life Massachusetts Investors Growth Stock - S Class	1.06%

(10)	For the year ended December 31, 2001, the investment adviser waived all investment advisory fees of all Funds other than Sun Capital Investment Grade Bond Fund(R), Sun Capital Money Market Fund(R), Sun Capital Real Estate Fund(R), SCSM Davis Venture Value Fund, SCSM Value Mid Cap Fund, SCSM Blue Chip Mid Cap Fund, and SCSM Select Equity Fund, for which the investment adviser waived a portion of its fees. Fee waivers and expense reimbursements for the Sun Capital Funds may be discontinued at any time. To the extent that the expense ratio of any Fund in the Sun Capital Advisers Trust falls below the Fund's expense limit, the Fund's adviser reserves the right to be reimbursed for management fees waived and Fund expenses paid by it during the prior two years. If the Securities and Exchange Commission approves Sun Life's pending application for an order to substitute shares of the SCSM Alger Funds and SCSM Value Funds for shares of certain other mutual funds held by Sun Life separate accounts that issue variable annuities and variable life insurance, then the investment adviser may contractually limit the "Management Fees" and reimburse the "Other Fund Expenses" of the SCSMAlger Funds and SCSMValue Funds for a period of two years from the date of the substitution.
(11)	The management fee for each of the SCSM Davis Funds decreases to 0.70% as the daily net assets of each Fund exceed $500 million.
(12)	The management fee for each of the SCSM INVESCO Funds decreases to 1.00% as the daily net assets of the Funds exceed $750 million.
(13)	The management fee for each of the SCSM Neuberger Berman Funds decreases to 0.90% as the daily net assets of the Funds exceed $750 million.
(14)	The management fee for each of the SCSM Value Funds decreases to 0.75% as the daily net assets of each Fund exceed $400 million, and decreases to 0.70% as the daily net assets of each Fund exceed $800 million.
(15)	The management fees for each of the SCSM Blue Chip Mid Cap Fund, the SCSM Investors Foundation Fund, and the SCSM Select Equity Fund decreases to 0.75%, 0.70%, and 0.70% respectively, as the daily net assets of each Fund exceed $300 million.

</R>

<PAGE>

EXAMPLES

The following examples should not be considered to be representations of past or future expenses, and actual expenses may be greater or lower than those shown. The examples assume that all current waivers and reimbursements continue throughout all periods.

If you surrender your Contract at the end of the applicable period, you would pay the following expenses on a $1,000 investment, assuming an average Contract size of $50,000, a 5% annual return and no optional death benefit rider has been elected:

<R>

	1 Year	3 Years	5 Years	10 Years
AIM V.I. Capital Appreciation Fund Series 2	$103	$156	$150	$318
AIM V.I. Growth Fund Series 2	103	157	152	320
AIM V.I. Core Equity Fund Series 2	102	155	149	315
AIM V.I. International Growth Fund Series 2	104	161	160	336
AIM V.I. Premier Equity Fund Series 2	103	156	150	318
Alliance VP Premier Growth Fund	104	161	160	336
Alliance VP Technology Fund	105	162	162	339
Alliance VP Growth and Income Fund	101	151	141	300
Alliance VP Worldwide Privatization Fund	103	159	155	327
Alliance VP Quasar Fund	103	159	155	327
Goldman Sachs VIT COREsm U.S. Equity Fund	100	148	136	290
Goldman Sachs VIT Capital Growth Fund	102	153	145	308
INVESCO VIF Dynamics Fund	102	155	149	316
INVESCO VIF Small Company Growth Fund	104	160	158	332
Lord Abbett Series Fund Mid Cap Value	103	156	150	318
Lord Abbett Series Fund Growth and Income	101	152	144	305
Lord Abbett Series Fund International	105	163	163	341
Fidelity VIP Contrafund(R) Portfolio	101	151	142	302
Fidelity VIP Growth Portfolio	101	151	142	301
Fidelity VIP Overseas Portfolio	103	158	154	325
MFS/Sun Life Capital Appreciation - S Class	102	154	147	311
MFS/Sun Life Emerging Growth - S Class	102	153	146	309
MFS/Sun Life Government Securities - S Class	100	150	139	295
MFS/Sun Life High Yield - S Class	102	156	150	317
MFS/Sun Life Massachusetts Investors Growth Stock - S Class	102	155	149	315
MFS/Sun Life Massachusetts Investors Trust - S Class	100	149	138	293
MFS/Sun Life New Discovery - S Class	104	159	156	329
MFS/Sun Life Total Return - S Class.	101	152	143	303
MFS/Sun Life Utilities - S Class	102	154	147	311
Rydex VT Nova Fund	106	165	167	350
Rydex VT OTC Fund	106	165	167	350
SCSM Alger Growth Fund	101	150	141	298
SCSM Alger Income & Growth Fund	100	148	136	289
SCSM Alger Small Capitalization Fund	102	153	145	308
SCSM Davis Financial Fund	101	150	141	298
SCSM Davis Venture Value Fund	101	150	141	298
SCSM INVESCO Energy Fund	104	160	158	332
SCSM INVESCO Health Science Fund	104	160	158	332
SCSM INVESCO Telecommunications Fund	104	160	158	332
SCSM INVESCO Technology Fund	104	160	158	332
SCSM Neuberger Berman Mid Cap Growth Fund	103	156	150	318
SCSM Neuberger Berman Mid Cap Value Fund	103	156	150	318
SCSM Value Equity Fund	101	150	141	298
SCSM Value Managed Fund	101	150	141	298
SCSM Value Mid Cap Fund	102	153	145	308
SCSM Value Small Cap Fund	102	153	145	308
SCSM Blue Chip Mid Cap Fund	102	153	145	308
SCSM Investors Foundation Fund	101	150	141	298
SCSM Select Equity Fund	101	150	141	298
Sun CapitalSM All Cap Fund	101	150	141	298
Sun Capital Investment Grade Bond Fund(R)	99	146	133	284
Sun Capital Money Market Fund(R)	98	143	128	274
Sun Capital Real Estate Fund(R)	104	160	158	332

</R>

If you surrender your Contract at the end of the applicable period, you would pay the following expenses on a $1,000 investment, assuming a 5% annual return, an average Contract size of $50,000, and the EEB Premier Plus optional death benefit rider has been elected:

<R>

	1 Year	3 Years	5 Years	10 Years
AIM V.I. Capital Appreciation Fund Series 2	$106	$167	$170	$355
AIM V.I. Growth Fund Series 2	106	168	171	358
AIM V.I. Core Equity Fund Series 2	106	166	168	352
AIM V.I. International Growth Fund Series 2	108	172	179	373
AIM V.I. Premier Equity Fund Series 2	106	167	170	355
Alliance VP Premier Growth Fund	108	172	179	372
Alliance VP Technology Fund	108	173	181	376
Alliance VP Growth and Income Fund	105	162	161	338
Alliance VP Worldwide Privatization Fund	107	170	175	364
Alliance VP Quasar Fund	107	170	175	364
Goldman Sachs VIT COREsm U.S. Equity Fund	104	159	156	328
Goldman Sachs VIT Capital Growth Fund	105	164	165	346
INVESCO VIF Dynamics Fund	106	166	169	353
INVESCO VIF Small Company Growth Fund	108	171	177	368
Lord Abbett Series Fund Mid Cap Value	106	167	170	355
Lord Abbett Series Fund Growth and Income	105	163	163	343
Lord Abbett Series Fund International	108	174	182	377
Fidelity VIP Contrafund(R) Portfolio	105	162	162	340
Fidelity VIP Growth Portfolio	105	162	162	339
Fidelity VIP Overseas Portfolio	107	169	174	362
MFS/Sun Life Capital Appreciation - S Class	106	165	166	348
MFS/Sun Life Emerging Growth - S Class	105	164	165	347
MFS/Sun Life Government Securities - S Class	104	161	159	334
MFS/Sun Life High Yield - S Class	106	167	169	354
MFS/Sun Life Massachusetts Investors Growth Stock - S Class	106	166	168	352
MFS/Sun Life Massachusetts Investors Trust - S Class	104	160	158	332
MFS/Sun Life New Discovery - S Class	107	170	176	366
MFS/Sun Life Total Return - S Class.	105	163	163	341
MFS/Sun Life Utilities - S Class	106	165	166	348
Rydex VT Nova Fund	109	176	186	386
Rydex VT OTC Fund	109	176	186	386
SCSM Alger Growth Fund	104	161	160	336
SCSM Alger Income & Growth Fund	103	159	155	327
SCSM Alger Small Capitalization Fund	105	164	165	346
SCSM Davis Financial Fund	104	161	160	336
SCSM Davis Venture Value Fund	104	161	160	336
SCSM INVESCO Energy Fund	108	171	177	368
SCSM INVESCO Health Science Fund	108	171	177	368
SCSM INVESCO Telecommunications Fund	108	171	177	368
SCSM INVESCO Technology Fund	108	171	177	368
SCSM Neuberger Berman Mid Cap Growth Fund	106	167	170	355
SCSM Neuberger Berman Mid Cap Value Fund	106	167	170	355
SCSM Value Equity Fund	104	161	160	336
SCSM Value Managed Fund	104	161	160	336
SCSM Value Mid Cap Fund	105	164	165	346
SCSM Value Small Cap Fund	105	164	165	346
SCSM Blue Chip Mid Cap Fund	105	164	165	346
SCSM Investors Foundation Fund	104	161	160	336
SCSM Select Equity Fund	104	161	160	336
Sun CapitalSM All Cap Fund	104	161	160	336
Sun Capital Investment Grade Bond Fund(R)	103	157	153	322
Sun Capital Money Market Fund(R)	102	155	148	313
Sun Capital Real Estate Fund(R)	108	171	177	368

</R>

If you do NOT surrender your Contract, or if you annuitize at the end of the applicable time period, you would pay the following expenses on a $1,000 investment, assuming an average Contract size of $50,000, a 5% annual return and no optional death benefit rider has been elected:

<R>

	1 Year	3 Years	5 Years	10 Years
AIM V.I. Capital Appreciation Fund Series 2	$29	$88	$150	$318
AIM V.I. Growth Fund Series 2	29	89	152	320
AIM V.I. Core Equity Fund Series 2	29	87	149	315
AIM V.I. International Growth Fund Series 2	31	94	160	336
AIM V.I. Premier Equity Fund Series 2	29	88	150	318
Alliance VP Premier Growth Fund	31	94	160	336
Alliance VP Technology Fund	31	95	162	339
Alliance VP Growth and Income Fund	27	83	141	300
Alliance VP Worldwide Privatization Fund	30	91	155	327
Alliance VP Quasar Fund	30	91	155	327
Goldman Sachs VIT COREsm U.S. Equity Fund	26	80	136	290
Goldman Sachs VIT Capital Growth Fund	28	85	145	308
INVESCO VIF Dynamics Fund	29	88	149	316
INVESCO VIF Small Company Growth Fund	30	93	158	332
Lord Abbett Series Fund Mid Cap Value	29	88	150	318
Lord Abbett Series Fund Growth and Income	28	84	144	305
Lord Abbett Series Fund International	31	96	163	341
Fidelity VIP Contrafund(R) Portfolio	27	84	142	302
Fidelity VIP Growth Portfolio	27	83	142	301
Fidelity VIP Overseas Portfolio	30	91	154	325
MFS/Sun Life Capital Appreciation - S Class	28	86	147	311
MFS/Sun Life Emerging Growth - S Class	28	86	146	309
MFS/Sun Life Government Securities - S Class	27	81	139	295
MFS/Sun Life High Yield - S Class	29	88	150	317
MFS/Sun Life Massachusetts Investors Growth Stock - S Class	29	87	149	315
MFS/Sun Life Massachusetts Investors Trust - S Class	26	81	138	293
MFS/Sun Life New Discovery - S Class	30	92	156	329
MFS/Sun Life Total Return - S Class.	27	84	143	303
MFS/Sun Life Utilities - S Class	28	86	147	311
Rydex VT Nova Fund	32	99	167	350
Rydex VT OTC Fund	32	99	167	350
SCSM Alger Growth Fund	27	82	141	298
SCSM Alger Income & Growth Fund	26	79	136	289
SCSM Alger Small Capitalization Fund	28	85	145	308
SCSM Davis Financial Fund	27	82	141	298
SCSM Davis Venture Value Fund	27	82	141	298
SCSM INVESCO Energy Fund	30	93	158	332
SCSM INVESCO Health Science Fund	30	93	158	332
SCSM INVESCO Telecommunications Fund	30	93	158	332
SCSM INVESCO Technology Fund	30	93	158	332
SCSM Neuberger Berman Mid Cap Growth Fund	29	88	150	318
SCSM Neuberger Berman Mid Cap Value Fund	29	88	150	318
SCSM Value Equity Fund	27	82	141	298
SCSM Value Managed Fund	27	82	141	298
SCSM Value Mid Cap Fund	28	85	145	308
SCSM Value Small Cap Fund	28	85	145	308
SCSM Blue Chip Mid Cap Fund	28	85	145	308
SCSM Investors Foundation Fund	27	82	141	298
SCSM Select Equity Fund	27	82	141	298
Sun CapitalSMAll Cap Fund	27	82	141	298
Sun Capital Investment Grade Bond Fund(R)	25	78	133	284
Sun Capital Money Market Fund(R)	24	75	128	274
Sun Capital Real Estate Fund(R)	30	93	158	332

</R>

If you do NOT surrender your Contract, or if you annuitize at the end of the applicable period, you would pay the following expenses on a $1,000 investment, assuming a 5% annual return, an average Contract size of $50,000, and the EEB Premier Plus optional death benefit rider has been elected:

<R>

	1 Year	3 Years	5 Years	10 Years
AIM V.I. Capital Appreciation Fund Series 2	$33	$100	$170	$355
AIM V.I. Growth Fund Series 2	33	101	171	358
AIM V.I. Core Equity Fund Series 2	32	99	168	352
AIM V.I. International Growth Fund Series 2	35	106	179	373
AIM V.I. Premier Equity Fund Series 2	33	100	170	355
Alliance VP Premier Growth Fund	35	106	179	372
Alliance VP Technology Fund	35	107	181	376
Alliance VP Growth and Income Fund	31	95	161	338
Alliance VP Worldwide Privatization Fund	34	103	175	364
Alliance VP Quasar Fund	34	103	175	364
Goldman Sachs VIT COREsm U.S. Equity Fund	30	92	156	328
Goldman Sachs VIT Capital Growth Fund	32	97	165	346
INVESCO VIF Dynamics Fund	33	99	169	353
INVESCO VIF Small Company Growth Fund	34	104	177	368
Lord Abbett Series Fund Mid Cap Value	33	100	170	355
Lord Abbett Series Fund Growth and Income	31	96	163	343
Lord Abbett Series Fund International	35	107	182	377
Fidelity VIP Contrafund(R) Portfolio	31	95	162	340
Fidelity VIP Growth Portfolio	31	95	162	339
Fidelity VIP Overseas Portfolio	34	102	174	362
MFS/Sun Life Capital Appreciation - S Class	32	98	166	348
MFS/Sun Life Emerging Growth - S Class	32	97	165	347
MFS/Sun Life Government Securities - S Class	30	93	159	334
MFS/Sun Life High Yield - S Class	33	100	169	354
MFS/Sun Life Massachusetts Investors Growth Stock - S Class	32	99	168	352
MFS/Sun Life Massachusetts Investors Trust - S Class	30	93	158	332
MFS/Sun Life New Discovery - S Class	34	104	176	366
MFS/Sun Life Total Return - S Class.	31	96	163	341
MFS/Sun Life Utilities - S Class	32	98	166	348
Rydex VT Nova Fund	36	110	186	386
Rydex VT OTC Fund	36	110	186	386
SCSM Alger Growth Fund	31	94	160	336
SCSM Alger Income & Growth Fund	30	91	155	327
SCSM Alger Small Capitalization Fund	32	97	165	346
SCSM Davis Financial Fund	31	94	160	336
SCSM Davis Venture Value Fund	31	94	160	336
SCSM INVESCO Energy Fund	34	104	177	368
SCSM INVESCO Health Science Fund	34	104	177	368
SCSM INVESCO Telecommunications Fund	34	104	177	368
SCSM INVESCO Technology Fund	34	104	177	368
SCSM Neuberger Berman Mid Cap Growth Fund	33	100	170	355
SCSM Neuberger Berman Mid Cap Value Fund	33	100	170	355
SCSM Value Equity Fund	31	94	160	336
SCSM Value Managed Fund	31	94	160	336
SCSM Value Mid Cap Fund	32	97	165	346
SCSM Value Small Cap Fund	32	97	165	346
SCSM Blue Chip Mid Cap Fund	32	97	165	346
SCSM Investors Foundation Fund	31	94	160	336
SCSM Select Equity Fund	31	94	160	336
Sun CapitalSM All Cap Fund	31	94	160	336
Sun Capital Investment Grade Bond Fund(R)	29	90	153	322
Sun Capital Money Market Fund(R)	28	87	148	313
Sun Capital Real Estate Fund(R)	34	104	177	368

</R>

<PAGE>

CONDENSED FINANCIAL INFORMATION

The Contracts described in this Prospectus have not previously been made available for sale, and may include fees and charges that are different from our other variable annuity contracts. These differences will produce differing Accumulation Unit values. Therefore, no condensed financial information is included in this Prospectus. Sun Life's financial statements and those for the Variable Account are in the Statement of Additional Information.

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. It provides a basic death benefit if you die during the Accumulation Phase. You may enhance the basic death benefit by electing an optional death benefit riders and paying an additional charge for the 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 be responsive to changes in the economic environment, including inflationary forces and changes in rates of return available from different types of investments. 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 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 might not exceed our minimum guaranteed rate. Our minimum guaranteed interest rate will never be less than that required 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 nontrusteed) 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."

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 (888) 786-2435.

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.

<PAGE>

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, and Puerto Rico, 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 an indirect wholly-owned subsidiary of Sun Life Assurance Company of Canada ("Sun Life (Canada)"). Sun Life (Canada) completed its demutualization on March 22, 2000. As a result of the demutualization, a new holding company, Sun Life Financial Services of Canada Inc. ("Sun Life Financial"), is now the ultimate parent of Sun Life (Canada) and the Company. 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, London, and Manila 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 to the Variable Account will be used to purchase Fund shares as designated by you 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 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, which are briefly discussed below. 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.

More comprehensive 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 (888) 786-2435 or by writing to Sun Life Assurance Company of Canada (U.S.), c/o Retirement Products and Services, P.O. Box 9133, Wellesley Hills, Massachusetts 02481.

The Funds currently available are:

<R>

AIM Variable Insurance Funds (advised by AIM Advisors, Inc.)

AIM V.I. Capital Appreciation Series 2 seeks growth of capital by investing principally in common stocks of companies which the Fund's portfolio managers believe are likely to benefit from new or innovative products, services or processes, as well as those that have experienced above-average, long-term growth in earnings and have excellent prospects for future growth.

AIM V.I. Growth Series 2 seeks to achieve growth of capital by investing in seasoned and better-capitalized companies considered to have strong earnings momentum.

AIM V.I. Core Equity Series 2 seeks to achieve growth of capital with a secondary objective of current income.

AIM V.I. International Growth Series 2 seeks to achieve long-term growth of capital by investing in a diversified portfolio of international equity securities whose issuers are considered to have strong earnings momentum.

AIM V.I. Premier Equity Series 2 seeks long-term growth of capital with a secondary objective of current income.

Alliance Variable Products Series Fund, Inc. (advised by Alliance Capital Management L.P.)

Alliance VP Premier Growth Portfolio seeks to achieve growth of capital by pursuing aggressive investment policies. It invests principally in equity securities of a limited number of large, carefully selected, high-quality U.S. companies.

Alliance VP Technology Portfolio seeks growth of capital and invests for capital appreciation, and only incidentally for current income. The Portfolio invests primarily in securities of companies expected to benefit from technological advances and improvements.

Alliance VP Growth and Income Portfolio seeks to provide reasonable current income and reasonable opportunities for appreciation by investing primarily in dividend-paying common stocks of good quality.

Alliance VP Worldwide Privatization Portfolio seeks long-term capital appreciation by investing primarily in securities of issuers that are undergoing or have undergone privatizations. The Portfolio seeks to take advantage of investment opportunities that are created by privatizations of state enterprises in both established and developing countries.

Alliance VP Quasar Portfolio seeks growth of capital by pursuing aggressive investment policies. It invests primarily in U.S. common stocks and other equity-type securities issued by smaller companies with favorable growth prospects.

Goldman Sachs Variable Insurance Trust ("VIT") (advised by Goldman Sachs Asset Management, a unit of the Investment Management Division of Goldman, Sachs & Co. ("Goldman Sachs").

Goldman Sachs VIT CORE^SM U.S. Equity Fund seeks long-term growth of capital and dividend income by investing in a broadly diversified portfolio of large cap and blue chip equity investments representing all major sectors of the U.S. economy.

Goldman Sachs VIT Capital Growth Fund seeks long-term growth of capital by investing in a diversified portfolio of equity investments considered by the adviser to have long-term capital appreciation potential.

INVESCO Variable Investment Funds, Inc. (advised by INVESCO Funds Group, Inc.)

INVESCO VIF - Dynamics Fund seeks to achieve growth of capital by normally investing at least 65% of its assets in common stocks of mid-sized companies with market capitalizations between $2.5 billion and $15 billion at the time of purchase.

INVESCO VIF - Small Company Growth Fund seeks to achieve growth of capital by normally investing at least 65% (80% as of July 31, 2002) of its assets in equity securities of companies with market capitalizations of $2.5 billion or below at the time of purchase.

Lord Abbett Series Fund, Inc. (advised by Lord, Abbett & Co.)

Mid Cap Value Portfolio seeks capital appreciation through investments, primarily in equity securities, which are believed to be undervalued in the marketplace.

Growth and Income Portfolio seeks to provide long-term growth of capital and income without excessive fluctuation in market value.

International Portfolio seeks long-term capital appreciation.

Fidelity Variable Insurance Products Funds (Advised by Fidelity Management & Research Company. Contrafund^(R) is a registered trademark of FMR Corp.)

VIP Contrafund^(R) Portfolio seeks long-term capital appreciation by investing primarily in common stocks of companies whose stocks it believes are undervalued by the market.

VIP Growth Portfolio seeks to achieve capital appreciation by investing primarily in common stocks with above-average growth potential.

VIP Overseas Portfolio seeks long-term growth of capital by investing primarily in common stocks of foreign issuers.

MFS/Sun Life Series Trust (advised by Massachusetts Financial Services Company, an affiliate of the Company)

Capital Appreciation - S Class will seek to maximize capital appreciation by investing in securities of all types, with major emphasis on common stocks.

Emerging Growth - S Class will seek long-term growth of capital.

Government Securities - S Class will seek current income and preservation of capital by investing in U.S. Government and U.S. Government-related securities.

High Yield - S Class will seek high current income and capital appreciation by investing primarily in certain low rated or unrated fixed income securities (possibly with equity features) of U.S. and foreign issuers.

Massachusetts Investors Growth Stock - S Class will seek to provide long-term growth of capital and future income rather than current income.

Massachusetts Investors Trust - S Class will seek long-term growth of capital with a secondary objective to seek reasonable current income.

New Discovery - S Class will seek capital appreciation.

Total Return - S Class will mainly seek to obtain above-average income (compared to a portfolio entirely invested in equity securities) consistent with prudent employment of capital; its secondary objective is to take advantage of opportunities for growth of capital and income since many securities offering a better than average yield may also possess growth potential.

Utilities - S Class will seek capital growth and current income (income above that available from a portfolio invested entirely in equity securities) by investing under normal market conditions, at least 65% of its assets in equity and debt securities of both domestic and foreign companies in the utilities industry.

Rydex Variable Trust (advised by Rydex Funds, Inc.)

Rydex VT Nova Fund seeks to provide investment results that correspond to 150% of the daily performance of the S&P 500 Index.

Rydex VT OTC Fund seeks to provide investment results that correspond to a benchmark for over-the-counter securities. The Fund's current benchmark is the NASDAQ 100 Index.

Sun Capital Advisers Trust^SM (advised by Sun Capital Advisers, Inc., an affiliate of the Company; Fred Alger Management, Inc., serves as subadviser to the SC^SM Alger Growth Fund, SC^SM Alger Income & Growth Fund, and SC^SM Alger Small Capitalization Fund; Davis Select Advisors serves as investment subadviser to SC^SM Davis Financial Fund and SC^SM Davis Venture Value Fund; INVESCO Funds Group, Inc. serves as investment subadviser to the SC^SM INVESCO Energy Fund, SC^SM INVESCO Health Sciences Fund, SC^SM INVESCO Technology Fund and SC^SM INVESCO Telecommunications Fund; Neuberger Berman Management, Inc. serves as subadviser to SC^SM Neuberger Berman Mid Cap Growth Fund and SC^SM Neuberger Berman Mid Cap Value Fund; OpCap Advisors serves as investment subadviser to SC^SM Value Equity Fund, SC^SM Value Managed Fund, SC^SM Value Mid Cap Fund, and SC^SM Value Small Cap Fund; Wellington Management Company, LLP, serves as investment subadviser to SC^SM Blue Chip Mid Cap Fund, SC^SM Investors Foundation Fund and SC^SM Select Equity Fund.)

SC^SM Alger Growth Fund seeks long-term capital appreciation by investing primarily in equity securities of U.S. large capitalization companies.

SC^SM Alger Income & Growth Fund primarily seeks a high level of dividend income and secondarily seeks capital appreciation by investing primarily in dividend paying equity securities.

SC^SM Alger Small Capitalization Fund seeks long-term capital appreciation by investing primarily in U. S. companies with market capitalizations within the range represented by the Russell 2000 Growth Index or the S&P Small Cap 600 Index.

SC^SM Davis Financial Fund seeks growth of capital by investing primarily in the common stock of financial services companies.

SC^SM Davis Venture Value Fund seeks growth of capital by investing primarily in the common stock of U.S. companies with market capitalizations of at least $5 billion.

SC^SM INVESCO Energy Fund seeks growth by investing primarily in the equity securities of companies doing business in the energy sector.

SC^SM INVESCO Health Sciences Fund seeks growth by investing primarily in the equity securities of companies doing business in the health sciences sector.

SC^SM INVESCO Technology Fund seeks growth by investing primarily in the equity securities of companies doing business in the technology sector.

SC^SM INVESCO Telecommunications Fund primarily seeks growth and, secondarily, seeks income by investing primarily in the equity securities of companies doing business in the telecommunications sector.

SC^SM Neuberger Berman Mid Cap Growth Fund seeks growth of capital by investing primarily in equity securities of companies with market capitalizations within the range represented by the Russell Midcap Index at the time of purchase. The fund's subadviser targets already successful companies that could be even more so.

SC^SM Neuberger Berman Mid Cap Value Fund seeks growth of capital by investing primarily in equity securities of companies with market capitalizations within the range represented by the Russell Midcap Index at the time of purchase. The fund's subadviser looks for well-managed companies whose stock prices are undervalued.

SC^SM Value Equity Fund seeks long-term capital appreciation by investing primarily in a diversified portfolio of equity securities listed on the New York Stock Exchange.

SC^SM Value Managed Fund seeks growth of capital over time by investing primarily in a portfolio consisting of      common stocks, fixed income securities, and cash equivalents. The subadviser will vary the allocation depending on its assessments of the relative values of such investments.

SC^SM Value Mid Cap Fund seeks long-term capital appreciation by investing primarily in equity securities of companies with market capitalizations of between $500 million and $8 billion at time of purchase.

SC^SM Value Small Cap Fund seeks capital appreciation by investing primarily in a diversified portfolio of equity securities of companies with market capitalizations of under $2 billion at time of purchase.

SC^SM Blue Chip Mid Cap Fund seeks long-term capital growth by investing primarily in common stocks and other equity securities of U.S. companies with market capitalizations within the range represented by the Standard & Poor's Mid Cap 400 Index.

SC^SM Investors Foundation Fund seeks long-term capital growth by investing primarily in a diversified portfolio of common stocks and other equity securities of U.S. companies with market capitalizations generally within the range represented by the Standard & Poor's 500 Index. Investments are selected using a combination of fundamental analysis and quantitative tools.

SC^SM Select Equity Fund seeks long-term capital growth by investing in 20 to 40 common stocks and other equity securities of large capitalization U.S. companies selected primarily from the Standard & Poor's 500 Index.

Sun Capital^SM All Cap Fund seeks long-term capital growth by investing primarily in equity securities of U.S. companies.

Sun Capital Investment Grade Bond Fund^(R) seeks high current income consistent with relative stability of principal by investing at least 80% of its net assets in investment grade bonds. The Fund may invest up to 20% of its assets in lower rated or unrated bonds (also known as high yield or junk bonds.)

Sun Capital Money Market Fund^(R) seeks to maximize current income, consistent with maintaining liquidity and preserving capital, by investing exclusively in high quality U.S. dollar-denominated money market securities.

Sun Capital Real Estate Fund^(R) primarily seeks long-term capital growth and, secondarily, seeks current income and growth of income. The Fund invests at least 80% of its net assets in securities of real estate investment trusts and other real estate companies.

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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 or the Rydex Funds, which are paid from Fund assets and reflected in the fee table.

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, transfers or renewals 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 if the Covered Person dies before the Annuity Commencement Date.

Issuing Your Contract

When we accept your Application, we "open" the Contract. We refer to this date as the "Open Date." When we receive your initial Purchase Payment, we "issue" your Contract. We refer to this date as the "Issue Date."

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 each additional Purchase Payment must be at least $1,000, unless we waive these limits. 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. We reserve the right to refuse Purchase Payments received more than 5 years after your Issue Date or after your 70th birthday, whichever is later. 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 currently available, but any allocation to a Guarantee Period must be at least $1,000. Over the life of your Contract, you may allocate amounts among as many as 18 of the available investment options.

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 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 charge for optional death 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 extends beyond your maximum Annuity Commencement Date will result in an application of a Market Value Adjustment upon annuitization or withdrawals. Each new allocation to a Guarantee Period must be 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:

(1)	written notice from you electing a different Guarantee Period from among those we then offer, or
(2)	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. If we are no longer offering a Guarantee Period of the same duration, we will automatically transfer your Fixed Account allocation into the Money Market Sub-Account.

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 renew your Guarantee Amount into the Money Market Sub-Account.

     Early Withdrawals

If you withdraw, transfer, or annuitize an allocation to a Guarantee Period more than 30 days prior to the 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.

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:

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

- The amount transferred from a Sub-Account must be at least $1,000, unless you are transferring your entire balance in that Sub-Account;

- Your Account Value remaining in a Sub-Account must be at least $1,000;

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

- At least 30 days must elapse between transfers;

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

- The total number of Sub-Accounts and Guarantee Periods within an Account may not exceed 18 over the lifetime of the Contract; and

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

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

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 the Renewal Date or 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. Otherwise, your transfer request will be effective on the next Business Day. The telephone transfer privilege is available automatically, 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.

     Market Timers

The Contracts are not designed for professional market timing organizations or other entities using programmed and frequent transfers. If you wish to employ such strategies, you should not purchase a Contract. Accordingly, transfers may be subject to restrictions if exercised by a market timing firm or any other third party authorized to initiate transfer transactions on behalf of multiple Participants. In imposing such restrictions, we may, among other things, not accept (1) the transfer instructions of any agent acting under a power of attorney on behalf of more than one Participant, or (2) the transfer instructions of individual Participants who have executed preauthorized transfer forms that are submitted at the same time by market timing firms or other third parties on behalf of more than one Participant. We will not impose these restrictions unless our actions are reasonably intended to prevent the use of such transfers in a manner that will disadvantage or potentially impair the Contract rights of other Participants.

In addition, some of the Funds have reserved the right to temporarily or permanently refuse exchange requests from the Variable Account if, in the Fund manager's judgment, a Fund would be unable to invest effectively in accordance with its investment objective and policies, or would otherwise potentially be adversely affected. In particular, a pattern of exchanges that coincide with a market timing strategy may be disruptive to a Fund and therefore may be refused. Accordingly, the Variable Account may not be in a position to effectuate transfers and may refuse transfer requests without prior notice. We also reserve the right, for similar reasons, to refuse or delay exchange requests involving transfers to or from the Fixed Account.

Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates

We may reduce or waive the withdrawal charge, the mortality and expense risk charges, the administrative service fee, the distribution fee, or the annual Account Fee; credit additional amounts; grant special Guaranteed Interest Rates in certain situations; or offer other options or benefits. 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."

Optional Programs

     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 of $1,000 to a designated Sub-Account or to a Guarantee Period we make available in connection with the program. 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 Sub-Account, 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 is subject to the $1,000 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 assure a profit or protect against loss in a declining market. We do not allow transfers into any of the Guarantee Periods.

     Asset Allocation Program

One or more asset allocation programs may be available in connection with the Contracts, 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 asset allocation 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 such programs in the future.

If you elect a asset allocation program, we will automatically allocate your Purchase Payments among the Sub-Accounts represented in the model you choose. By electing an asset allocation program, you thereby authorize us to automatically reallocate your investment options, as determined by the terms of the asset allocation program, to reflect the current composition of the model you have selected, without further instruction, until we receive notification that you wish to terminate the program or choose a different model.

     Systematic Withdrawal Program

If you have an Account Value of $10,000 or more, you may select our Systematic Withdrawal Program.

Under this 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. The withdrawals under this program may be subject to surrender charges or a Market Value Adjustment. They may also be included as income and subject to a 10% federal tax penalty. You should consult your tax adviser before choosing this option.

You may change or stop this program at any time, by written notice to us or other means approved by 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 Returns Program

Under the Principal Returns 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), plus you will have the benefit, if any, of the investment performance of the Sub-Accounts you have chosen.

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, 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 for the Account Year in which the withdrawal is made; we calculate and then add or subtract the amount of any Market Value Adjustment applicable to your Fixed Account Value; and finally, we calculate and then 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

If you request a partial withdrawal, we will pay you 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.

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 will 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:

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

- 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

- 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.

The "free withdrawal amount" is equal to 10% of the amount of all Purchase Payments you have made. After the fourth Account Anniversary, any amount you withdraw is free of withdrawal charges.

The "free withdrawal amount" that you do not use in an Account Year is not cumulative. In other words, it will not be carried forward or available for use in future Account Years.

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

     Withdrawal Charge on Purchase Payments

If you withdraw more than the free withdrawal amount in any Account Year, 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 these Payments. Thus, the maximum amount on which we will impose the withdrawal charge in any year will never be more than the total of all Payments that you have not previously withdrawn.

The amount of your withdrawal, if any, that exceeds the total of the free withdrawal amount plus the aggregate amount of all Payments not previously withdrawn, is not subject to the withdrawal charge.

     Order of Withdrawal

When you make a withdrawal, we consider the free withdrawal amount to be withdrawn first. We consider Purchase Payments that you have not already withdrawn (beginning with the oldest remaining Purchase Payment) to be withdrawn next. Once all Purchase Payments are withdrawn, the balance withdrawn is considered to be earnings and is not subject to a withdrawal charge.

     Calculation of Withdrawal Charge

We calculate the amount of the withdrawal charge by multiplying the amount you withdraw by a percentage. As set forth below, the percentage decreases according to the number of complete Account Years since your Issue Date. After your fourth Account Anniversary, any amount you withdraw is free of withdrawal charges.

Number of
Account Years
Since Your	Withdrawal
Issue Date	Charge
0-1	8%
1-2	8%
2-3	7%
3-4	6%
4 or more	0%

The withdrawal charge will never be greater than 8% of the excess of your Account Value over the "free withdrawal amount," as defined above.

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 or partial withdrawal if:

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- at least one year has passed since your Issue Date,

- 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

- 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.

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     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 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:

<R>

[(1 + I) / (1 + J + b)] ^ (N/12)   -1

</R>

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 of $50 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. 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:

(1)	your Account has been allocated only to the Fixed Account during the applicable Account Year; or
(2)	your Account Value is $100,000 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 $50 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 and Distribution Fee

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.

We also deduct a distribution fee from the assets of the Variable Account at an effective annual rate equal to 0.20% during both the Accumulation Phase and the Income Phase. This charge is designed to reimburse us for the expenses associated with distributing and issuing the Contracts.

Mortality and Expense Risk Charge

During both the Accumulation Phase and the Income Phase, we deduct a mortality and expense risk charge from the assets of the Variable Account at an effective annual rate equal to 1.30%, if you are age 75 or younger on the Open Date (1.50%, if you are age 76 or older on the Open Date). If your initial Purchase Payments or Account Value exceeds $1 million on your Account Anniversary, an amount equal to 0.15% of your Account Value will be credited to your Account on that date and on every subsequent Account Anniversary during the Accumulation Phase. (This credit is paid out of our general account and is the result of cost savings realized on larger sized Contracts.) 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, the administrative expense charge, and the distribution fee 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 Value
"MAV"	0.20%
"5% Roll-Up"	0.20%
"EEB Premier"	0.25%
"EEB Premier with MAV"	0.40%
"EEB Premier with 5% Roll-Up"	0.40%
"EEB Premier Plus"	0.40%

-------------------------------------------------------------------------------------------------------

*As defined below under "Optional Death Benefits."

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 tax adviser 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 prospectuses 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 may pay a death benefit to your Beneficiary, 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 may pay the death benefit to the surviving Participant, if any, or, if there is no Participant, 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 your 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 Due Proof of Death of the Covered Person in an acceptable form, 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 Open Date, 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 Adjusted Purchase Payments (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 Open 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 of the following optional death benefit riders. You must make your election on or before the date on which or before your Contract becomes effective. You will pay a charge for the 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 your Open Date. The optional death benefit election may not be changed after the Contract's Issue Date. 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.

     Maximum Anniversary Account Value ("MAV") Rider

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

- the amount payable under basic death benefit (above), or

- your highest Account Value on any Account Anniversary before your 81st birthday, adjusted for any subsequent Purchase Payments, partial withdrawals and charges 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:

- the amount payable under basic death benefit (above), or

- 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:

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

- the day the death benefit amount under this rider equals twice the sum of your Adjusted Purchase Payments.

     Earnings Enhancement Benefit Premier ("EEB Premier") Rider

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

- If you are 69 or younger on your Open Date, the "EEB Premier amount" will be 45% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap of 100% of the Adjusted Purchase Payments made prior to your death minus any Purchase Payments made within the twelve months prior to your death, not including Purchase Payments made in your first Account Year.

- If you are between the ages of 70 and 79 on your Open Date, the "EEB Premier amount" will be 25% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap of 40% of the Adjusted Purchase Payments made prior to your death minus any Purchase Payments made in the twelve months prior to your death, not including Purchase Payments made in your first Account Year. In addition, on the Account Anniversary following your 85th birthday, the "EEB Premier amount" will be locked in. Partial withdrawals after your 85th birthday will proportionally reduce the "EEB Premier amount."

     Earnings Enhancement Benefit Premier with MAV ("EEB Premier with MAV") Rider

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

- If you are 69 or younger on your Open Date, the "EEB Premier amount" will be 45% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap of 100% of Adjusted Purchase Payments made prior to your death minus any Purchase Payments made in the twelve months prior to your death, not including Purchase Payments made in your first Account Year.

- If you are between the ages of 70 and 79 on your Open Date, the "EEB Premier amount" will be 25% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap of 40% of Adjusted Purchase Payments made prior to your death minus any Purchase Payments made in the twelve months prior to your death, not including Purchase Payments made in your first Account Year. In addition, on the Account Anniversary following your 85th birthday, the "EEB Premier amount" will be locked in. Partial withdrawals after your 85th birthday will proportionally reduce the "EEB Premier amount."

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

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

- If you are 69 or younger on your Open Date, the "EEB Premier amount" will be 45% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap of 100% of Adjusted Purchase Payments made prior to your death minus any Purchase Payments made in the twelve months prior to your death, not including Purchase Payments made in your first Account Year.

- If you are between the ages of 70 and 79 on your Open Date, the "EEB Premier amount" will be 25% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap of 40% of Adjusted Purchase Payments made prior to your death minus any Purchase Payments made in the twelve months prior to your death, not including Purchase Payments made in your first Account Year. In addition, on the Account Anniversary following your 85th birthday, the "EEB Premier amount" will be locked in. Partial withdrawals after your 85th birthday will proportionally reduce the "EEB Premier amount."

     Earnings Enhancement Benefit Premier Plus ("EEB Premier Plus") Rider

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

- If you are 69 or younger on your Open Date, the "EEB Premier Plus amount" will be 75% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap of 150% of the Adjusted Purchase Payments made prior to your death minus any Purchase Payments made within the 12 months prior to your death, not including Purchase Payments made in your first Account Year.

- If you are between the ages of 70 and 79 on your Open Date, the "EEB Premier Plus amount" will be 35% of the difference between your Account Value and your Adjusted Purchase Payments, up to a cap of 60% of the Adjusted Purchase Payments made prior to your death minus any Purchase Payments made in the twelve months prior to your death, not including Purchase Payments made in your first Account Year. In addition, on the Account Anniversary following your 85th birthday, the "EEB Premier Plus amount" will be locked in. Partial withdrawals after your 85th birthday will proportionally reduce the "EEB Premier Plus amount."

Spousal Continuance

If your spouse is your sole 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 rider 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. 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. These elections are made by sending us a completed election form, which we will provide. If we do not receive the Beneficiary's election within 60 days after we receive Due Proof of Death, the Beneficiary shall be deemed to have elected to defer receipt of payment under any death benefit option until a written election is submitted to the Company or a distribution is required by law.

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 or removal 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.

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 Annuitant(s)

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.

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:

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

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

- 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, with the following additional limitations:

- We must receive your notice at least 30 days before the current Annuity Commencement Date.

- 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, in one sum, 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 periods certain are not available if your Account has been issued within the past 4 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:

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

- 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.

- 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 1.65% of your average daily net assets, regardless of your age on the Issue Date. 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, 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 $50 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. 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 Annuitant 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 during the lifetime of the Annuitant 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 Covered Person 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 will not change the Covered Person named when the Contract is issued. This means that all death benefits and surrender charge waivers will continue to be based on the Covered Person and not the Owner. The amount payable on the death of the new Owner will be the Surrender Value.

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, according to the 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, except 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 after it was delivered to you. 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. State law may also require us to give you a longer "free look" period or allow you to return the Contract to your sales representative.

If you are establishing an Individual Retirement Account ("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 Issue 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.

     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 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.

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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.

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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 owner, or to 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 owner are not life insurance benefits and will generally be includable 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 includable 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.

     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 an eligible rollover distribution from a Qualified Contract (other than from a Contract issued for use with an individual retirement account) and roll over some or all that distribution to another eligible plan, the portion of such distribution that is rolled over will not be includible in your income. However, any eligible rollover distribution 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.

An "eligible rollover distribution" is any distribution to you of all or any portion of the balance to the credit of your account, other than:

- 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;

- Any required minimum distribution, or

- Any hardship distribution.

Only you or your spouse 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 a Contract issued for use with an individual retirement account), 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 spouse may elect a direct rollover. In the case of a distribution from (i) a Non-Qualified Contract, (ii) a Qualified Contract issued for use with an individual retirement account, 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 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 complies with these regulations.

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The preamble to the 1986 investment diversification regulations stated that the Internal Revenue Service may promulgate guidelines under which an owner's excessive control over investments underlying the contract will preclude the contract from qualifying as an annuity for federal tax purposes. We cannot predict whether such guidelines, if and when they may be promulgated, will be retroactive. We reserve the right to modify the Contract and/or the Variable Account to the extent necessary to comply with any such guidelines, but cannot assure that such modifications would satisfy any retroactive guidelines.

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     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

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.

In evaluating whether the Contract is suitable for purchase in connection with a tax qualified plan under Section 401(a) of the Code or a tax deferred annuity arrangement under Section 403(b) of the Code, the effect of the Purchase Payment Interest provisions on the plan's compliance with the applicable nondiscrimination requirements should be considered. Violation of the nondiscrimination rules can cause a plan to lose its tax qualified status under the Code and could result in the full taxation of participants on all of their benefits under the plan. Violation of the nondiscrimination rules might also result in a liability for additional benefits being paid to certain plan participants. Employers intending to use the Contract in connection with such plans should seek competent advice.

     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 Tax Equity and Fiscal Responsibility Act of 1982 eliminated most differences between qualified retirement plans of corporations and those of self-employed individuals. Self-employed persons may therefore use Qualified Contracts as a funding vehicle for their retirement plans, as a general rule.

     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.

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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, separates from service 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, and (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.

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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.

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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 Accounts

Sections 219 and 408 of the Code permit eligible individuals to contribute to an individual retirement program, including Simplified Employee Pension Plans, Employer/Association of Employees Established Individual Retirement Account Trusts, 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. If we sell Contracts for use with IRAs, the Internal Revenue Service or other agency may impose supplementary information requirements. We will provide purchasers of the Contracts for such purposes with any necessary information. You will have the right to revoke the Contract under certain circumstances, as described in the section of this Prospectus entitled "Right to Return."

     Roth IRAs

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 an individual converts a traditional IRA into a Roth IRA the full amount of the IRA is included in taxable income. The Internal Revenue Service and other agencies may impose special information requirements with respect to Roth IRAs. If and when we make Contracts available for use with Roth IRAs, we will provide any necessary information.

     Status of Optional Death Benefit Riders

Under the Code, IRAs may not invest in life insurance policies. Regulations issued by the Treasury Department provide that death benefits under IRAs do not violate this rule, provided that the death benefit is no more than the greater of the total premiums paid (net of prior withdrawals) or the cash value of the IRA.

In certain circumstances, the death benefit payable under the Contract's Optional Death Benefit Riders may exceed both the total premiums paid (net of prior withdrawals) and the cash value of the Contract.

You should consult a qualified tax adviser before adding any of the Optional Death Benefit Riders to your Contract if it is an IRA.

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. Although we currently offer the Contract in Puerto Rico in connection with qualified retirement plans, the text of this Prospectus under the heading "Federal Tax Status" dealing with such qualified retirement plans is inapplicable to Puerto Rico and should be disregarded.

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

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 in those states where the Contract may be lawfully sold. Such agents will be registered representatives of 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 distribution agreements with the Company and the general distributor, Clarendon Insurance Agency, Inc. ("Clarendon"), One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481. Clarendon, 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.

Commissions and other distribution compensation will be paid by the Company to the selling agents and will not be more than 7.50% of Purchase Payments. In addition, after the first Account Year, broker-dealers who have entered into distribution agreements with the Company may receive an annual renewal commission of no more than 1.00% of the Participant's Account Value. In addition to commissions, the Company may, from time to time, pay or allow additional promotional incentives, in the form of cash or other compensation. We reserve the right to offer these additional incentives only to certain broker-dealers that sell or are expected to sell during specified time periods certain minimum amounts of the Contracts or Certificates or other contracts offered by the Company. Promotional incentives may change at any time. 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."

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 Series. 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-Accounts 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, Standard and Poor's Insurance Rating Services, and Fitch. 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. Standard and Poor's and Fitch's ratings measure the ability of an insurance company to meet its obligations under insurance policies it issues. These two ratings do 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; NEW YORK, NEW YORK -- 7 World Trade Center, 13th Floor, New York, NY 10048. 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

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The Company's Annual Report on Form 10-K for the year ended December 31, 2001 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.

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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 fire 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.

ACCOUNTANTS

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The financial statements of the Variable Account for the year ended December 31, 2001, and the financial statements of the Company for the years ended December 31, 2001, 2000 and 1999, both included in the Statement of Additional Information ("SAI") filed in the Company's Registration Statement under the Investment Company Act of 1940, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports appearing in the Statement of Additional Information, and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

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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.

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The financial statements of the Variable Account for the year ended December 31, 2001 are also included in the SAI.

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TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

Calculation of Performance Data

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

Financial Statements

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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 April 30, 2002 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 (888) 786-2435.

</R>

--------------------------------------------------------------------------------

To:	Sun Life Assurance Company of Canada (U.S.)
	c/o Retirement Products and Services
	P.O. Box 9133
	Wellesley Hills, Massachusetts 02481
	Please send me a Statement of Additional Information for
	Futurity Select Four Plus Variable and Fixed Annuity
	Sun Life of Canada (U.S.) Variable Account F.

Name                                                          

Address                                                      

City                               State                       Zip         

Telephone                                                  

<PAGE>

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 (366, if a leap year) 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 Issue Date is on March 12, the first Account Year is determined from the Issue 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 and while the Owner is still alive during which you make Purchase Payments under the Contract. This is called the "Accumulation Period" in the Contract.

ADJUSTED PURCHASE PAYMENTS: Purchase Payments adjusted for partial withdrawals as described in "Calculating the Death Benefit."

*ANNUITANT: The person or persons to whom the first annuity payment is made. If either Annuitant dies prior to the Annuity Commencement Date, the surviving Annuitant will become the sole Annuitant.

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: Prior to the Annuity Commencement Date, the person or entity having the right to receive the death benefit and, for Non-Qualified Contracts, who, in the event of the Participant's death, is the "designated beneficiary" for purposes of Section 72(s) of the Internal Revenue Code. After the Annuity Commencement Date, the person or entity having the right to receive any payments due under the Annuity Option elected, if applicable, upon the death of the Payee.

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

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

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

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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 Beneficiary shall be deemed to have elected to defer receipt of payment under any death benefit option until such time as a written election is received by the Company or a distribution is required by law.

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 information or documentation required by the Company that is necessary to make payment (e.g. taxpayer identification numbers, beneficiary names and addresses, state inheritance tax waivers, etc.).

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.

ISSUE DATE: The date the Contract becomes effective which is the date we apply your initial Net Purchase Payment to your Account and issue your Contract. This is called the "Date of Coverage" in the Contract.

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. This term is also used as described under "Calculating the Death Benefit."

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.

OPEN DATE: The date your Application is received by the Company in good order.

*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.

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

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*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.

SURRENDER VALUE: The amount payable on full surrender of your Contract.

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 and YOUR: The terms "you" and "your" refer to "Owner," "Participant," and/or "Covered Person" as those terms are identified in the Contract.

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

<PAGE>

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:

Assume a Purchase Payment of $40,000 is made on the Issue 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	Free	Subject to	Withdrawal	Withdrawal
	Account	Account	Withdrawal	Withdrawal	Charge	Charge
	Year	Value	Amount	Charge	Percentage	Amount
(a)	1	$41,000	$ 4,000	$37,000	8.00%	$2,960
	2	$44,200	$ 4,000	$40,000	8.00%	$3,200
(b)	3	$47,700	$ 4,000	$40,000	7.00%	$2,800
	4	$51,500	$ 4,000	$40,000	6.00%	$2,400
(c)	5	$55,600	$55,600	$     0	0.00%	$    0
	6	$60,000	$60,000	$     0	0.00%	$    0

(a)	The free withdrawal amount in any year is equal to 10% of all of the Purchase Payments you have made. In Account Year 1, the free withdrawal amount is $4,000, which equals 10% of the Purchase Payment of $40,000. On a full withdrawal of $41,000, the amount subject to a withdrawal charge is $37,000, which equals the Account Value of $41,000 minus the free withdrawal amount of $4,000.
(b)	In Account Year 3, the free withdrawal amount is $4,000, which equals 10% of the Purchase Payment of $40,000. The Account Value minus the free withdrawal amount is $47,700 minus $4,000, which equals $43,700; however, the amount subject to a withdrawal charge is capped at the amount of your unliquidated Purchase Payments. Therefore, the amount subject to a withdrawal charge is $40,000, which is the amount of your unliquidated Purchase Payments.
(c)	In Account Year 5, you have passed your fourth Account Anniversary, so no withdrawal charges apply to any withdrawals you make.

Partial Withdrawal:

Assume a single Purchase Payment of $40,000 is made on the Issue Date, no additional Purchase Payments are made, no partial withdrawals have been taken prior to the fourth Account Year, and there is a series of four partial withdrawals made during the fourth Account Year of $3,000, $8,000, $12,000, and $22,000.

															Remaining
			Hypothetical		Free	Amount of										Free
			Account	Withdrawal			Withdrawal							Withdrawal				Hypothetical
		Value		Amount				Subject to		Withdrawal		Withdrawal					Amount			Account
	Account	Before		Before			Amount of		Withdrawal		Charge		Charge		After				Value after
	Year	Withdrawal		Withdrawal			Withdrawal		Charge		Percentage		Amount		Withdrawal				Withdrawal
	1	$41,000		$4,000			$     0		$     0		8.00%		$    0		$4,000				$41,000
	2	$44,200		$4,000			$     0		$     0		8.00%		$    0		$4,000				$44,200
	3	$47,700		$4,000			$     0		$     0		7.00%		$    0		$4,000				$47,700
(a)	4	$48,200		$4,000			$ 3,000		$     0		6.00%		$    0		$1,000				$45,200
(b)	4	$46,000		$1,000			$ 8,000		$ 7,000		6.00%		$  420		$    0				$38,000
(c)	4	$38,250		$    0			$12,000		$12,000		6.00%		$  720		$    0				$26,250
(d)	4	$26,650		$    0			$22,000		$21,000		6.00%		$1,260		$    0				$ 4,650
	Totals						$45,000		$40,000		6.00%		$2,400		$    0				$ 4,650

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(a)	In Account Year 4, the free withdrawal amount is $4,000, which equals 10% of the Purchase Payment of $40,000. The partial withdrawal amount of $3,000 is less than the free withdrawal amount, so there is no withdrawal charge.
(b)	Since a partial withdrawal of $3,000 was taken, the remaining free withdrawal amount in Account Year 4 is $4,000 - $3,000 = $1,000. Therefore, $1,000 of the $8,000 withdrawal is not subject to a withdrawal charge, and $7,000 is subject to a withdrawal charge. Of the $11,000 withdrawn to date, $4,000 has been from the free withdrawal amount and $7,000 has been from Purchase Payments. Therefore, the amount of unliquidated Purchase Payments is $33,000.
(c)	Since $4,000 of the two prior Account Year 4 partial withdrawals was taken from the free withdrawal amount, the remaining free withdrawal amount in Account year 4 is $4,000 - $4,000 = $0. Therefore, the entire $12,000 withdrawal is subject to a withdrawal charge. Of the $23,000 withdrawn to date, $4,000 has been from the free withdrawal amount and $19,000 has been from Purchase Payments. Therefore, the amount of unliquidated Purchase Payments is $21,000.
(d)	Since $4,000 of the three prior Account Year 4 partial withdrawals was taken from the free withdrawal amount, the remaining free withdrawal amount in Account Year 4 is $4,000 - $4,000 = $0. The amount of unliquidated Purchase Payments remaining before this withdrawal is $21,000. Therefore, $21,000 of the $22,000 withdrawal is taken from Purchase Payments and is subject to a withdrawal charge, and $1,000 of the withdrawal is taken from earnings and is not subject to a withdrawal charge. Of the $45,000 withdrawn to date, $4,000 has been from the free withdrawal amount, $40,000 has been from Purchase Payments, and $1,000 has been from earnings. The amount of unliquidated Purchase Payments is now equal to $0. Note that if the $4,650 remaining balance was withdrawn, it would all be from earnings and not subject to a withdrawal charge. 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 on the previous page.

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

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     The MVA Factor is:

[(1 + I) / (1 + J + b)] ^ (N/12)   -1

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     These examples assume the following:

(1)	The Guarantee Amount was allocated to a 5-year Guarantee Period with a Guaranteed Interest Rate of 6% or .06.
(2)	The date of surrender is 2 years from the Expiration Date (N = 24).
(3)	The value of the Guarantee Amount on the date of surrender is $11,910.16.
(4)	The interest earned in the current Account Year is $674.16.
(5)	No transfers or partial withdrawals affecting this Guarantee Amount have been made.
(6)	Withdrawal charges, if any, are calculated in the same manner as shown in the examples in Part 1.

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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.

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    The MVA factor         =      [(1 + I) / (1 + J + b)] ^ (N/12)   -1

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

                               =     (.981^ 2) -1

</R>

                               =     .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.

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    The MVA factor         =     [(1 + I) / (1 + J + b)] ^ (N/12)   -1

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

                                =     (1.010 ^ 2) -1

</R>

                                =     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.

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APPENDIX C

CALCULATION OF BASIC DEATH BENEFIT

Example 1:

Assume a Purchase Payment of $60,000.00 is made on the Issue 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*	=	$ 76,500.00
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 Issue 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*	=	$ 57,000.00
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)

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APPENDIX D

CALCULATION OF 5% PREMIUM ROLL-UP OPTIONAL DEATH BENEFIT

Example 1:

Assume a Purchase Payment of $60,000 is made on the Issue Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested in the Sub-Accounts. No withdrawals are made. The Owner dies in the eighth Account Year. The Account Value on the Death Benefit Date is $135,000, and the value of the Purchase Payments accumulated at 5% until the Death Benefit Date is $140,000. 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	=	$135,000
Total of Adjusted Purchase Payments	=	$100,000
5% Premium Roll-Up Value *	=	$140,000
The Death Benefit Amount would therefore	=	$140,000

* The 5% Premium Roll-Up Value is capped at 2 times the Adjusted Purchase Payments. Therefore, the cap = 2 x $100,000 = $200,000.

Example 2:

Assume a Purchase Payment of $60,000 is made on the Issue Date, and an additional Purchase Payment of $40,000 is made one year later. Assume that all of the money is invested in the Sub-Accounts and that the Account Value is $150,000 just prior to a $30,000 withdrawal. The Account Value on the Death Benefit Date is $90,000. The calculation of the death benefit to be paid is as follows:

The Death Benefit Amount will be the greatest of:
Account Value	=	$ 90,000
Cash Surrender Value	=	$ 90,000
Total of Adjusted Purchase Payments*	=	$ 80,000
5% Premium Roll-Up Value**	=	$112,000
The Death Benefit Amount would therefore	=	$112,000

* Adjusted Purchase Payments can be calculated as follows:

Purchase Payments x (Account Value after withdrawal / Account Value before withdrawal) = $100,000 x ($120,000 / $150,000) = $80,000

** The 5% Premium Roll-Up Value is capped at 2 times the Adjusted Purchase Payments. Therefore, the cap = 2 x $80,000 = $160,000.

<PAGE>

APPENDIX E

CALCULATION OF EARNINGS ENHANCEMENT PREMIER OPTIONAL DEATH BENEFIT

Example 1:

Assume a Purchase Payment of $60,000 is made on the Issue 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*	=	$135,000
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
45% of the above amount	=	$ 15,750
Cap of 100% of Adjusted Purchase Payments	=	$100,000
The lesser of the above two amounts = the EEB Premier amount	=	$ 15,750

The total Death Benefit would be the amount paid on the Basic Death Benefit plus the EEB Premier amount = $135,000 + $15,750 = $150,750.

Example 2:

Assume a Purchase Payment of $60,000 is made on the Issue 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. 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*	=	$115,000
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
45% of the above amount	=	$ 13,417
Cap of 100% of Adjusted Purchase Payments	=	$ 85,185
The lesser of the above two amounts = the EEB Premier amount	=	$ 13,417

The total Death Benefit would be the amount paid on the Basic Death Benefit plus the EEB Premier amount = $115,000 + $13,417 = $128,417.

*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/Account Value before withdrawal) = $100,000 x ($115,000 Divided By $135,000) = $85,185

<PAGE>

APPENDIX F

CALCULATION OF EARNINGS ENHANCEMENT PREMIER PLUS OPTIONAL DEATH BENEFIT

Assume a Purchase Payment of $60,000 is made on the Issue 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*	=	$135,000
Total of Adjusted Purchase Payments	=	$100,000
The Death Benefit Amount would therefore	=	$135,000

--PLUS --

The EEB Premier Plus amount, calculated as follows:
Account Value minus Adjusted Purchase Payments	=	$ 35,000
75% of the above amount	=	$ 26,250
Cap of 150% of Adjusted Purchase Payments	=	$150,000
The lesser of the above two amounts = the EEB Premier Plus amount	=	$ 26,250

The total Death Benefit would be the amount paid on the Basic Death Benefit plus the EEB Premier Plus amount = $135,000 + $26,250 = $161,250.

*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."

<PAGE>

APPENDIX G

CALCULATION OF EARNINGS ENHANCEMENT PREMIER WITH MAV OPTIONAL DEATH BENEFIT

Assume a Purchase Payment of $60,000 is made on the Issue 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. Assume death occurs in Account Year 7. In addition, this Contract was issued prior to the owner's 70th birthday. 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*	=	$135,000
Total of Adjusted Purchase Payments	=	$100,000
Maximum Anniversary Value	=	$140,000
The Death Benefit Amount would therefore	=	$140,000

--PLUS--

The EEB Premier with MAV amount, calculated as follows:
Account Value before EEB minus
Adjusted Purchase Payments	=	$ 35,000
45% of the above amount	=	$ 15,750
Cap of 100% of Adjusted Purchase Payments	=	$100,000
The lesser of the above two amounts = the EEB Premier with MAV amount	=	$ 15,750

The total Death Benefit would be the amount paid on the Maximum Anniversary Rider plus the EEB Premier with MAV amount = $140,000 + $15,750 = $155,750.

*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."

<PAGE>

APPENDIX H

CALCULATION OF EARNINGS ENHANCEMENT PREMIER WITH 5% ROLL-UP OPTIONAL DEATH BENEFIT

Assume a Purchase Payment of $60,000 is made on the Issue 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 8. 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*	=	$135,000
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 Premier amount, calculated as follows:
Account Value before EEB minus
Adjusted Purchase Payments	=	$ 35,000
45% of the above amount	=	$ 15,750
Cap of 100% of Adjusted Purchase Payments	=	$100,000
The lesser of the above two amounts = the EEB Premier amount	=	$ 15,750

The total Death Benefit would be the amount paid on the 5% Roll-Up Rider plus the EEB Premier amount = $140,000 + $15,750 = $155,750.

*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."

<PAGE>

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

c/o Retirement Products and Services

P.O. Box 9133

Wellesley Hills, Massachusetts 02481

TELEPHONE:

Toll Free (888) 786-2435

GENERAL DISTRIBUTOR

Clarendon Insurance Agency, Inc.

One Sun Life Executive Park

Wellesley Hills, Massachusetts 02481

AUDITORS

Deloitte & Touche LLP

200 Berkeley Street

Boston, Massachusetts 02116

<PAGE>

PART B

<PAGE>

<R>

APRIL 30, 2002

ALL-STAR

AND

FUTURITY SELECT FOUR PLUS

VARIABLE AND FIXED ANNUITY

STATEMENT OF ADDITIONAL INFORMATION

SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

TABLE OF CONTENTS

</R>

Calculation of Performance Data

Advertising and Sales Literature

Tax Deferred Accumulation

Calculations

     Example of Variable Accumulation Unit Value Calculation

     Example of Variable Annuity Unit Calculation

     Example of Variable Annuity Payment Calculation

Distribution of the Contract

Designation and Change of Beneficiary

Custodian

Financial Statements

<R>

The Statement of Additional Information sets forth information which may be of interest to prospective purchasers of the All-Star Variable and Fixed Annuity Contract and the Futurity Select Four Plus Variable and Fixed Annuity Contract (the "Contracts") issued by Sun Life Assurance Company of Canada (U.S.) (the "Company") in connection with Sun Life of Canada (U.S.) Variable Account F (the "Variable Account") which is not included in the corresponding Prospectus dated April 30, 2002. This Statement of Additional Information should be read in conjunction with the Prospectus, a copy of which may be obtained without charge from the Company by writing to Sun Life Assurance Company of Canada (U.S.), c/o Retirement Products and Services, P.O. Box 9133, Wellesley Hills, Massachusetts 02481, or by telephoning (800) 205-8737 for the All-Star Contract or (888)-786-2435 for the Futurity Contract.

</R>

The terms used in this Statement of Additional Information have the same meanings as in the Prospectus.

------------------------------------------------------------------------------------------------------------------------

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE PURCHASERS ONLY IF PRECEDED OR ACCOMPANIED BY A CURRENT PROSPECTUS.

<PAGE>

CALCULATION OF PERFORMANCE DATA

AVERAGE ANNUAL TOTAL RETURN

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN

The Securities and Exchange Commission defines "standardized" total return information to mean Average Annual Total Return, based on a hypothetical initial purchase payment of $1,000 and calculated in accordance with the formula set forth after the table, but presented only for periods subsequent to the date the sub-account was first offered by the separate account.

The table below shows, for various Sub-Accounts of the Variable Account, the Average Annual Total Return for the stated periods (or shorter period indicated in the table), based upon a hypothetical initial Purchase Payment of $1,000, calculated in accordance with the SEC formula. The calculation assumes that you are age 76 or older on the Open Date and you have selected the EEB Premier Plus optional death benefit rider for total maximum insurance charges of 2.25% of the average daily net assets in your Variable Account. If you are age 75 or younger on the Open Date or if you select the Basic Death Benefit or a less expensive optional death benefit rider, your insurance charges would be less than 2.25% and the Average Annual Total Return would be more favorable. For purposes of determining these investment results, the actual investment performance of each Sub-Account is reflected from the date the Sub-Account commenced investment operations in the Variable Account (the "Variable Account Inception Date"). No information is shown for Sub-Accounts that had not commenced operations as of December 31, 2001.

<R>

ALL-STAR

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN

PERIOD ENDING DECEMBER 31, 2001

	Variable Account Inception date	1 YR	5 YR	10 YR	Life
AIM V.I. Capital Appreciation Fund	02/18/1998	-30.66%	-	-	-1.12%
AIM V.I. International Equity Fund	02/17/1998	-30.89%	-	-	-4.84%
AIM V.I. Value Fund	05/01/2001	-	-	-	-18.66%
Alliance VP Growth and Income Fund	05/01/2001	-	-	-	-14.77%
Alliance VP Premier Growth Fund	05/01/2001	-	-	-	-21.24%
Alliance VP Technology Fund	05/01/2001	-	-	-	-25.63%
Alliance VP Worldwide Privatization Fund	05/01/2001	-	-	-	-21.31%
Rydex VT OTC Fund	05/01/2001	-	-	-	-26.86%

FUTURITY SELECT FOUR PLUS

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN

PERIOD ENDING DECEMBER 31, 2001

	Variable Account Inception date	1 YR	5 YR	10 YR	Life
AIM V.I. Capital Appreciation Fund	02/18/1998	-30.66%	-	-	-1.12%
AIM V.I. Growth Fund	02/17/1998	-40.18%	-	-	-6.68%
AIM V.I. Growth and Income Fund	03/26/1998	-30.26%	-	-	-3.90%
AIM V.I. International Equity Fund	02/17/1998	-30.89%	-	-	-4.84%
AIM V.I. Value Fund	05/01/2001	-	-	-	-18.66%
Alliance VP Growth and Income Fund	05/01/2001	-	-	-	-14.77%
Alliance VP Premier Growth Fund	05/01/2001	-	-	-	-21.24%
Alliance VP Quasar Fund	05/01/2001	-	-	-	-13.44%
Alliance VP Technology Fund	05/01/2001	-	-	-	-25.63%
Alliance VP Worldwide Privatization Fund	05/01/2001	-	-	-	-21.31%
Fidelity VIP Contrafund Portfolio	05/01/2001	-	-	-	-12.92%
Fidelity VIP Growth Portfolio	05/01/2001	-	-	-	-20.09%
Fidelity VIP Overseas Portfolio	05/01/2001	-	-	-	-25.9%
Goldman Sachs VIT Capital Growth Fund	05/01/2001	-	-	-	-18.82%
Goldman Sachs VIT CORE U.S. Equity Fund	02/17/1998	-20.28%	-	-	-0.76%
INVESCO VIF Dynamics Fund	05/01/2001	-	-	-	-25.68%
INVESCO VIF Small Company Growth Fund	05/01/2001	-	-	-	-18.63%
Lord Abbett Series Fund Growth and Income	03/26/1998	-15.58%	-	-	2.74%
Lord Abbett Series Fund International	05/01/2001	-	-	-	-27.44%
Lord Abbett Series Fund Mid Cap Value	05/01/2001	-	-	-	-4.58%
MFS/Sun Life Capital Appreciation Series S Class	11/30/1989	-32.81%	3.69%	8.19%	8.27%
MFS/Sun Life Emerging Growth Series S Class	05/01/1995	-40.86%	5.78%	-	9.95%
MFS/Sun Life Government Securities Series S Class	11/30/1989	-3.00%	4.02%	3.74%	4.61%
MFS/Sun Life High Yield Series S Class	11/30/1989	-8.06%	0.21%	4.41%	5.08%
MFS/Sun Life Massachusetts Investors Growth Stock Series S Class	05/06/1998	-32.07%	-	-	-0.34%
MFS/Sun Life Massachusetts Investors Trust Series S Class	10/31/1991	-23.89%	5.21%	8.21%	8.84%
MFS/Sun Life New Discovery Series S Class	05/06/1998	-14.36%	-	-	9.77%
MFS/Sun Life Total Return Series S Class	11/30/1989	-9.34%	7.48%	8.11%	8.22%
MFS/Sun Life Utilities Series S Class	11/16/1993	-31.45%	7.8%		9.15%
Rydex VT Nova Fund	05/01/2001	-	-	-	-23.91%
Rydex VT OTC Fund	05/01/2001	-	-	-	-26.86%
SC Davis Financial Fund	07/17/2000	-15.47%	-	-	-3.77%
SC Davis Venture Value Fund	07/17/2000	-19.08%	-	-	-15.15%
SC INVESCO Energy Fund	05/01/2001	-	-	-	-21.7%
SC INVESCO Health Sciences Fund	05/01/2001	-		-	-6.69%
SC INVESCO Technology Fund	05/01/2001	-	-	-	-34.66%
SC INVESCO Telecommunications Fund	05/01/2001	-	-	-	-49.04%
SC Neuberger Berman Mid Cap Growth Fund	05/01/2001	-	-	-	-20.19%
SC Neuberger Berman Mid Cap Value Fund	05/01/2001	-	-	-	-9.8%
SC Value Equity Fund	07/17/2000	-11.83%	-	-	-0.95%
SC Value Managed Fund	07/17/2000	-14.99%	-	-	-3.13%
SC Value Mid Cap Fund	07/17/2000	-3.39%	-	-	-0.96%
SC Value Small Cap Fund	07/17/2000	-1.51%	-	-	13.26%
SC Blue Chip Mid Cap Fund	09/13/1999	-12.47%	-	-	14.12%
SC Investors Foundation Fund	09/13/1999	-16.67%	-	-	-7.15%
SC Select Equity Fund	09/13/1999	-24.15%	-	-	-7.73%
Sun Capital Investment Grade Bond Fund	12/14/1998	-3.02%	-	-	0.47%
Sun Capital Money Market Fund	12/14/1998	-6.3%	-	-	-0.08%
Sun Capital Real Estate Fund	12/14/1998	1.77%	-	-	7.81%

</R>

The Average Annual Total Return for each period was determined by finding the average annual compounded rate of return over each period that would equate the initial amount invested to the ending redeemable value for that period, in accordance with the following formula:

<R>

                          P (l + T) ^ n = ERV

</R>

Where:

P =	a hypothetical initial Purchase Payment of $1,000
T =	average annual total return for the period
n =	number of years
ERV =	redeemable value (as of the end of the period) of a hypothetical $1,000 Purchase Payment made at the beginning of the 1-year, 5-year, or 10-year period (or fractional portion thereof)

The formula assumes that: (1) all recurring fees have been deducted from the Participant's Account; (2) all applicable non-recurring Contract charges are deducted at the end of the period, and (3) there will be a full surrender at the end of the period.

The $50 annual Account Fee will be allocated among the Sub-Accounts so that each Sub-Account's allocated portion of the Account Fee is proportional to the percentage of the number of Individual Contracts and Certificates that have amounts allocated to that Sub-Account. Because the impact of the Account Fee on a particular Contract may differ from those assumed in the computation due to differences between actual allocations and the assumed ones, the total return that would have been experienced by an actual Contract over these same time periods may have been different from that shown above.

NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN

The tables below show, for various Sub-Accounts of the Variable Account, Non-Standardized Average Annual Total Return for the periods indicated, based upon a hypothetical initial Purchase Payment of $1,000, calculated in accordance with the formula set out under "Standardized Average Annual Total Return." This calculation assumes that you are age 76 or older on the Open Date and you have selected the EEB Premier Plus optional death benefit rider for total maximum insurance charges of 2.25% of the average daily net assets in your Variable Account. If you are age 75 or younger on the Open Date or if you select the Basic Death Benefit or a less expensive optional death benefit rider, your insurance charges would be less than 2.25% and the non-standardized performance would be more favorable.

For purposes of determining these investment results, the actual investment performance of each Fund is reflected from the date each Fund commenced operations ("Fund Inception Date").

<R>

ALL-STAR

NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN

PERIOD ENDING DECEMBER 31, 2001

	Fund Inception date	1 YR	5 YR	10 YR	Life
AIM V.I. Capital Appreciation Fund	05/05/1993	-25.22%	3.37%	-	8.97%
AIM V.I. International Equity Fund	05/05/1993	-25.47%	-1.02%	-	4.19%
AIM V.I. Value Fund	05/05/1993	-14.74%	6.94%	-	10.57%
Alliance VP Growth and Income Fund	01/14/1991	-2.11%	11.81%	12.04%	11.03%
Alliance VP Premier Growth Fund	06/26/1992	-19.27%	9.79%	-	12.8%
Alliance VP Technology Fund	01/11/1996	-27.14%	9.66%	-	9.38%
Alliance VP Worldwide Privatization Fund	09/23/1994	-19.15%	1.87%	-	4.48%
Rydex VT OTC Fund	05/07/1997	-36.65%	-	-	8.3%

FUTURITY SELECT FOUR PLUS

NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURN

PERIOD ENDING DECEMBER 31, 2001

	Inception date	1 YR	5 YR	10 YR	Life
AIM V.I. Capital Appreciation Fund	05/05/1993	-25.22%	3.37%	-	8.97%
AIM V.I. Growth Fund	05/05/1993	-35.57%	1.30%	-	6.11%
AIM V.I. Growth and Income Fund	05/02/1994	-24.79%	4.61%	-	8.60%
AIM V.I. International Equity Fund	05/05/1993	-25.47%	-1.02%	-	4.19%
AIM V.I. Value Fund	05/05/1993	-14.74%	6.94%	-	10.57%
Alliance VP Growth and Income Fund	01/14/1991	-2.11%	11.81%	12.04%	11.03%
Alliance VP Premier Growth Fund	06/26/1992	-19.27%	9.79%	-	12.8%
Alliance VP Quasar Fund	08/05/1996	-14.83%	-0.85%	-	0.17%
Alliance VP Technology Fund	01/11/1996	-27.14%	9.66%	-	9.38%
Alliance VP Worldwide Privatization Fund	09/23/1994	-19.15%	1.87%	-	4.48%
Fidelity VIP Contrafund Portfolio	01/03/1995	-14.45%	7.81%	-	13.05%
Fidelity VIP Growth Portfolio	10/09/1986	-19.73%	8.98%	10.76%	11.16%
Fidelity VIP Overseas Portfolio	01/28/1987	-22.99%	0.32%	3.46%	3.71%
Goldman Sachs VIT Capital Growth Fund	04/30/1998	-16.39%	-	-	1.17%
Goldman Sachs VIT CORE U.S. Equity Fund	02/13/1998	-13.94%	-	-	0.98%
INVESCO VIF Dynamics Fund	08/25/1997	-32.73%	-	-	3.37%
INVESCO VIF Small Company Growth Fund	08/25/1997	-20.41%	-	-	7.73%
Lord Abbett Series Fund Growth and Income	12/11/1989	-8.83%	9.64%	11.57%	11.54%
Lord Abbett Series Fund International	09/15/1999	-28.4%	-	-	-15.79%
Lord Abbett Series Fund Mid Cap Value	09/15/1999	5.61%	-	-	20.81%
MFS/Sun Life Capital Appreciation Series S Class	06/12/1985	-27.21%	4.14%	8.58%	10.42%
MFS/Sun Life Emerging Growth Series S Class	05/01/1995	-36.26%	6%	-	10.15%
MFS/Sun Life Government Securities Series S Class	06/12/1985	4.82%	4.25%	3.95%	5.43%
MFS/Sun Life High Yield Series S Class	06/12/1985	-0.76%	0.36%	4.53%	5.12%
MFS/Sun Life Massachusetts Investors Growth Stock Series S Class	05/06/1998	-26.76%	-	-	1.44%
MFS/Sun Life Massachusetts Investors Trust Series S Class	11/14/1986	-17.86%	5.41%	8.4%	9.07%
MFS/Sun Life New Discovery Series S Class	05/06/1998	-7.5%	-	-	11.27%
MFS/Sun Life Total Return Series S Class	05/11/1988	-2.04%	7.7%	8.31%	8.77%
MFS/Sun Life Utilities Series S Class	11/16/1993	-26.26%	7.87%	-	9.22%
Rydex VT Nova Fund	05/07/1997	-25.32%	-	-	1.97%
Rydex VT OTC Fund	05/07/1997	-36.65%	-	-	8.3%
SC Davis Financial Fund	07/17/2000	-8.71%	-	-	1.68%
SC Davis Venture Value Fund	07/17/2000	-12.63%	-	-	-10.39%
SC INVESCO Energy Fund	05/01/2001	-	-	-	-15.48%
SC INVESCO Health Sciences Fund	05/01/2001	-	-	-	0.83%
SC INVESCO Technology Fund	05/01/2001	-	-	-	-29.57%
SC INVESCO Telecommunications Fund	05/01/2001	-	-	-	-45.2%
SC Neuberger Berman Mid Cap Growth Fund	05/01/2001	-	-	-	-13.84%
SC Neuberger Berman Mid Cap Value Fund	05/01/2001	-	-	-	-2.54%
SC Value Equity Fund	07/17/2000	-4.76%	-	-	4.66%
SC Value Managed Fund	07/17/2000	-8.19%	-	-	2.35%
SC Value Mid Cap Fund	07/17/2000	4.42%	-	-	4.66%
SC Value Small Cap Fund	07/17/2000	6.46%	-	-	18.74%
SC Blue Chip Mid Cap Fund	09/01/1999	-5.45%	-	-	17.51%
SC Investors Foundation Fund	09/01/1999	-10.01%	-	-	-3.46%
SC Select Equity Fund	09/01/1999	-18.15%	-	-	-4.1%
Sun Capital Investment Grade Bond Fund	12/07/1998	4.82%	-	-	2.96%
Sun Capital Money Market Fund	12/07/1998	1.25%	-	-	2.36%
Sun Capital Real Estate Fund	12/07/1998	10.02%	-	-	9.35%

</R>

The Variable Account may illustrate its results over various periods and compare its results to indices and other variable annuities in sales materials including advertisements, brochures and sports. Such results may be computed on a "cumulative" and/or "annualized" basis.

"Cumulative" quotations are arrived at by calculating the change in the Accumulation Unit value of a Sub-Account between the first and last day of the base period being measured, and expressing the difference as a percentage of the Accumulation Unit value at the beginning of the base period.

"Annualized" quotations (described in the following table as "Compound Growth Rate") are calculated by applying a formula which determines the level rate of return which, if earned over the entire base period, would produce the cumulative return.

ADVERTISING AND SALES LITERATURE

As set forth in the Prospectus, the Company may refer to the following organizations (and others) in its marketing materials:

A.M. BEST'S RATING SYSTEM is designed to evaluate the various factors affecting the overall performance of an insurance company in order to provide an opinion as to an insurance company's relative financial strength and ability to meet its contractual obligations. The procedure includes both a quantitative and qualitative review of each company.

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FITCH CREDIT RATING Company's Insurance Company Claims Paying Ability Rating is an independent evaluation by a nationally accredited rating organization of an insurance company's ability to meet its future obligations under the contracts and products it sells. The rating takes into account both quantitative and qualitative factors.

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LIPPER VARIABLE INSURANCE PRODUCTS PERFORMANCE ANALYSIS SERVICE is a publisher of statistical data covering the investment company industry in the United States and overseas. Lipper is recognized as the leading source of data on open-end and closed-end funds. Lipper currently tracks the performance of over 5,000 investment companies and publishes numerous specialized reports, including reports on performance and portfolio analysis, fee and expense analysis.

STANDARD & POOR'S insurance claims-paying ability rating is an opinion of an operating insurance company's financial capacity to meet obligations of its insurance policies in accordance with their terms.

VARDS (Variable Annuity Research Data Service) provides a comprehensive guide to variable annuity contract features and historical fund performance. The service also provides a readily understandable analysis of the comparative characteristics and market performance of funds inclusive in variable contracts.

MOODY'S Investors Services, Inc.'s insurance claims-paying rating is a system of rating an insurance company's financial strength, market leadership, and ability to meet financial obligations. The purpose of Moody's ratings is to provide investors with a simple system of gradation by which the relative quality of insurance companies may be noted.

STANDARD & POOR'S INDEX - broad-based measurement of changes in stock-market conditions based on the average performance of 500 widely held common stocks; commonly known as the Standard & Poor's 500 (S&P 500). The selection of stocks, their relative weightings to reflect differences in the number of outstanding shares, and publication of the index itself are services of Standard & Poor's Corporation, a financial advisory, securities rating, and publishing firm. The index tracks 400 industrial company stocks, 20 transportation stocks, 40 financial company stocks, and 40 public utilities.

NASDAQ-OTC Price Index - this index is based on the National Association of Securities Dealers Automated Quotations (NASDAQ) and represents all domestic over-the-counter stocks except those traded on exchanges and those having only one market maker, a total of some 3,500 stocks. It is market value-weighted and was introduced with a base of 100.00 on February 5, 1971.

DOW JONES INDUSTRIAL AVERAGE (DJIA) - price-weighted average of 30 actively traded blue chip stocks, primarily industrials, but including American Express Company and American Telephone and Telegraph Company. Prepared and Published by Dow Jones & Company, it is the oldest and most widely quoted of all the market indicators. The average is quoted in points, not dollars.

MORNINGSTAR, Inc. is an independent financial publisher offering comprehensive statistical and analytical coverage of open-end and closed-end funds and variable annuities. This coverage for mutual funds includes, among other information, performance analysis rankings, risk rankings (e.g. aggressive, moderate or conservative), and "style box" matrices. Style box matrices display, for equity funds, the investment philosophy and size of the companies in which the fund invests and, for fixed-income funds, interest rate sensitivity and credit quality of the investment instruments.

IBBOTSON ASSOCIATES, Inc. is a consulting firm that provides a variety of historical data, including total return, capital appreciation and income, on the stock market as well as other investment asset classes, and inflation. This information will be used primarily for comparative purposes and to illustrate general financial planning principles.

In its advertisements and other sales literature for the Variable Account and the Funds, the Company intends to illustrate the advantages of the Contracts in a number of ways:

DOLLAR-COST AVERAGING ILLUSTRATIONS. These illustrations will generally discuss the price-leveling effect of making regular investments in the same Sub-Accounts over a period of time, to take advantage of the trends in market prices of the portfolio securities purchased by those Sub-Accounts.

SYSTEMATIC WITHDRAWAL PROGRAM. A service provided by the Company, through which a Participant may take any distribution allowed by Internal Revenue Code Section 401 (a) (9) in the case of Qualified Contracts, or permitted under Internal Revenue Code Section 72 in the case of Non-Qualified Contracts, by way of a series of partial withdrawals. Withdrawals under this program may be fully or partially includible in income and may be subject to a 10% penalty tax. Consult your tax advisor.

THE COMPANY'S AND THE FUNDS' CUSTOMERS. Sales literature for the Variable Account and the Funds may refer to the number of clients which they serve.

THE COMPANY'S ASSETS, SIZE. The Company may discuss its general financial condition (see, for example, the references to Standard & Poor's, Duff & Phelps and A.M. Best Company above); it may refer to its assets; and it may discuss its relative size and/or ranking among companies in the industry or among any sub-classification of those companies, based upon recognized evaluation criteria. For example, at December 31, 1998, the Company was the 36th largest U.S. life insurance company based upon overall assets.

COMPOUND INTEREST ILLUSTRATIONS. These will emphasize several advantages of the variable annuity contract. For example, but not by way of limitation, the literature may emphasize the potential savings through tax deferral; the potential advantage of the Variable Account over the Fixed Account; and the compounding effect when a participant makes regular deposits to his or her account.

The Company may use hypothetical illustrations of the benefits of tax deferral, including but not limited to the following chart:

The chart below assumes an initial investment of $10,000 which remains fully invested for the entire time period, an 8% annual return, and a 33% combined federal and state income tax rate. It compares how 3 different investments might fare over 10, 20, and 30 years. The first example illustrates an investment in a non-tax-deferred account and assumes that taxes are paid annually out of that account. The second example illustrates how the same investment would grow in a tax-deferred investment, such as an annuity. The third example illustrates the net value of the tax-deferred investment after paying taxes on the full account value.

	10 YEARS	20 YEARS	30 YEARS
Non-Tax-Deferred Account	$16,856	$28,413	$ 47,893
Tax-Deferred Account	$21,589	$46,610	$100,627
Tax-Deferred Account After Paying Taxes	$17,765	$34,528	$ 70,720

THIS ILLUSTRATION IS HYPOTHETICAL AND DOES NOT REPRESENT THE PROJECTED PERFORMANCE OF THE CONTRACT OR ANY OF ITS INVESTMENT OPTIONS. THE ILLUSTRATION DOES NOT REFLECT THE DEDUCTION OF ANY CHARGES OR FEES RELATED TO PORTFOLIO MANAGEMENT, MORTALITY AND EXPENSE, OR ACCOUNT ADMINISTRATION. TAXES ON EARNINGS WITHIN AN ANNUITY ARE DUE UPON WITHDRAWAL. WITHDRAWALS MAY ALSO BE SUBJECT TO SURRENDER CHARGES AND, IF MADE PRIOR TO AGE 59 1/2, A 10% FEDERAL PENALTY TAX.

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TAX-DEFERRED ACCUMULATION

In general, individuals who own annuity contracts are not taxed on increases in the value of their annuity contracts until some form of distribution is made under the contract. As a result, the annuity contract would benefit from tax deferral during the contract's accumulation phase; this would have the effect of permitting an investment in an annuity contract to grow more rapidly that a comparable investment under which increases in value are taxed on a current basis.

In reports or other communications to you or in advertising or sales materials, we may also describe the effects of tax-deferred compounding on the Variable Account's investment returns. We may illustrate these effects in charts or graphs and from time to time may include comparisons of returns under the Contract or in general on a tax-deferred basis, with the returns on a taxable basis. Different tax rates may be assumed. Any such illustrative chart or graph would show accumulations on an initial investment or Purchase Payment, assuming a given amount (including the applicable interest credit), hypothetical gross annual returns compounded annually, and a stated rate of return. The values shown for the taxable investment would not include any deduction for management fees or other expenses, but would assume the annual deduction of federal and state taxes from investment returns. The values shown for the Contract in a chart would reflect the deduction of Contract expenses, such as the mortality and expense risk charge, the 0.15% administrative charge, and the $50 annual Account Fee. In addition, the values shown would assume that the Participant has not surrendered his or her Contract or made any partial surrenders until the end of the period shown. The chart would assume a full surrender at the end of the period shown and the payment of federal and state taxes, at a rate of not more than 33%, on the amount in excess of the Purchase Payments.

In developing illustrative tax deferral charts, we will observe these general principles:

- The assumed rate of earnings will be realistic.

- The illustrative chart will accurately depict the effect of all fees and charges or provide a narrative that prominently discloses all fees and charges under the Contract.

- Charts comparing accumulation values for tax-deferred and non-tax-deferred investments will depict the implications of any surrender.

- A narrative accompanying the chart will prominently disclose that there may be a 10% tax penalty on a surrender by a Participant who has not reached age 59 1/2 at the time of surrender.

The rates of return illustrated in any chart would be hypothetical and are not an estimate or guaranty of performance. Actual tax returns may vary among Participants.

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CALCULATIONS

EXAMPLE OF VARIABLE ACCUMULATION UNIT VALUE CALCULATION

Suppose the net asset value of a Fund share at the end of the current valuation period is $18.38; at the end of the immediately preceding valuation period was $18.32; the Valuation Period is one day; and no dividends or distributions caused Fund shares to go "ex-dividend" during the current Valuation Period. $18.38 divided by $18.32 is 1.00327511. Subtracting the one day risk factor for mortality and expense risks and the administrative expense charge of .00006235 (the daily equivalent of the current maximum charge of 2.25% on an annual basis) gives a net investment factor of 1.00321276. If the value of the variable accumulation unit for the immediately preceding valuation period had been 14.5645672, the value for the current valuation period would be 14.6113597 (14.5645672 X 1.00321276).

EXAMPLE OF VARIABLE ANNUITY UNIT CALCULATION

Suppose the circumstances of the first example exist, and the value of an annuity unit for the immediately preceding valuation period had been 12.3456789. If the first variable annuity payment is determined by using an annuity payment based on an assumed interest rate of 3% per year, the value of the annuity unit for the current valuation period would be 12.3845467 (12.3456789 X 1.00322953 (the Net Investment Factor) based on the daily equivalent of maximum annuity phase charge of 1.65% on an annual basis) X 0.99991902). 0.99991902 is the factor, for a one day Valuation Period, that neutralizes the assumed interest rate of 3% per year used to establish the Annuity Payment Rates found in certain Contracts.

EXAMPLE OF VARIABLE ANNUITY PAYMENT CALCULATION

Suppose that a Participant Account is credited with 8,765.4321 variable accumulation units of a particular Sub-Account but is not credited with any fixed accumulation units; that the variable accumulation unit value and the annuity unit value for the particular Sub-Account for the valuation period which ends immediately preceding the annuity commencement date are 14.5645672 and 12.3456789 respectively; that the annuity payment rate for the age and option elected is $6.78 per $1,000; and that the annuity unit value on the day prior to the second variable annuity payment date is 12.3845467. The first variable annuity payment would be $865.57 (8,765.4321 X 14.5645672 X 6.78 divided by 1,000). The number of annuity units credited would be 70.1112 ($865.57 divided by 12.3456789) and the second variable annuity payment would be $868.30 (70.1112 X 12.3845467).

DISTRIBUTION OF THE CONTRACT

We offer the Contract on a continuous basis. Contracts are sold by licensed insurance agents in those states where the Contract may be lawfully sold. Such agents will be registered representatives of 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 distribution agreements with the Company and the general distributor and principal underwriter of the Contracts, Clarendon Insurance Agency, Inc. ("Clarendon"), One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481. Clarendon is a wholly-owned subsidiary of the Company. Clarendon 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. Clarendon also acts as the general distributor of certain other annuity contracts issued by the Company and its wholly-owned subsidiary, Sun Life Insurance and Annuity Company of New York, and variable life insurance contracts issued by the Company.

Commissions and other distribution compensation will be paid by the Company to the selling agents and will not be more than 7.50% of Purchase Payments. In addition, after the first Account Year, broker-dealers who have entered into distribution agreements with the Company may receive an annual renewal commission of no more than 1.00% of the Participant's Account Value. In addition to commissions, the Company may, from time to time, pay or allow additional promotional incentives, in the form of cash or other compensation. The Company reserves the right to offer these additional incentives only to certain broker-dealers that sell or are expected to sell during specified time periods certain minimum amounts of Contracts or Certificates or other contracts offered by the Company. Promotional incentives may change at any time. Commissions will not be paid with respect to Participant Accounts established for the personal account of employees of the Company or any of its affiliates, or of persons engaged in the distribution of the Contract, or of immediate family members of such employees or persons. In addition, commissions may be waived or reduced in connection with certain transactions described in the Prospectus under the heading "Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates."

DESIGNATION AND CHANGE OF BENEFICIARY

The Beneficiary designation in the Application will remain in effect until changed.

Subject to the rights of an irrevocably designated Beneficiary, you may change or revoke the designation of Beneficiary by filing the change or revocation with us in the form we require. The change or revocation will not be binding on us until we receive it. When we receive it, the change or revocation will be effective as of the date on which it was signed, but the change or revocation will be without prejudice to us on account of any payment we make or any action we take before receiving the change or revocation.

Please refer to the terms of your particular retirement plan and any applicable legislation for any restrictions on the beneficiary designation.

CUSTODIAN

We are the Custodian of the assets of the Variable Account. We will purchase Fund shares at net asset value in connection with amounts allocated to the Sub-Accounts in accordance with your instructions, and we will redeem Fund shares at net asset value for the purpose of meeting the contractual obligations of the Variable Account, paying charges relative to the Variable Account or making adjustments for annuity reserves held in the Variable Account.

FINANCIAL STATEMENTS

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The Financial Statements of Sun Life Assurance Company of Canada (U.S.) and Sun Life of Canada (U.S.) Variable Account F for the year ended December 31, 2001 included in this Statement of Additional Information have been audited by Deloitte and Touche LLP, independent auditors, as stated in their report appearing herein, and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001

Assets:
Investments in:	Shares	Cost	Value
AIM Variable Insurance Fund, Inc.
V.I. Capital Appreciation Fund (AIM1)	2,048,328	$ 63,779,514	$ 44,489,685
V.I. Growth Fund (AIM2)	2,291,121	60,762,447	37,505,644
V.I. Growth and Income Fund (AIM3)	2,745,432	75,421,705	55,457,729
V.I. International Equity Fund (AIM4)	3,634,202	70,473,836	54,185,957
V.I. Value Fund (AIM5)	154,327	3,640,424	3,603,548
The Alger American Fund
Growth Portfolio (AL1)	2,375,835	118,103,256	87,359,452
Income and Growth Portfolio (AL2)	5,612,152	73,278,170	59,320,446
Small Capitalization Portfolio (AL3)	783,333	17,327,557	12,964,168
Alliance Variable Products Series Fund, Inc.
Premier Growth Fund (AN1)	205,780	5,088,363	5,144,499
Technology Fund (AN2)	74,009	1,252,396	1,269,256
Growth and Income Fund (AN3)	711,622	15,334,792	15,677,023
Worldwide Privatization Fund (AN4)	26,441	314,572	321,781
Quasar Fund (AN5)	195,445	2,176,769	1,950,541
Credit Suisse Institutional
Emerging Markets Portfolio (CS1)	155,201	1,897,774	1,308,345
International Equity Portfolio (CS2)	105,951	1,496,789	883,635
Global Post-Venture Capital Portfolio (CS3)	59,522	991,688	578,553
Small Company Growth Portfolio (CS4)	210,726	3,044,291	2,952,268
Fidelity Variable Insurance Products Funds
Contra Fund (FL1)	142,599	2,784,035	2,851,982
Overseas Fund (FL2)	1,741,619	23,964,328	24,051,764
Growth Fund (FL3)	981,725	32,626,363	32,730,723
Goldman Sachs Variable Insurance Trust
VITSM CORE Large Cap Growth Fund (GS1)	2,476,898	31,168,753	21,573,778
VITSM CORE Small Cap Equity Fund (GS2)	709,993	7,380,600	7,696,324
VITSM CORE US Equity Fund (GS3)	1,858,971	23,649,230	20,337,138
Growth and Income Fund (GS4)	832,073	8,730,884	7,763,245
International Equity Fund (GS5)	1,163,375	13,826,620	10,458,738
Internet Tollkeeper Fund (GS6)	74,307	331,355	335,126
Capital Growth Fund (GS7)	77,634	802,142	798,856
INVESCO Variable Investment Funds, Inc.
Dynamics Fund (IV1)	109,368	1,327,764	1,371,474
Small Company Growth Fund (IV2)	63,413	899,665	933,440
J.P. Morgan Series Trust II
U.S. Disciplined Equity Portfolio (JP1)	1,441,929	23,036,382	18,831,589
International Opportunities Portfolio (JP2)	839,400	9,496,444	7,428,692
Small Company Portfolio (JP3)	511,184	7,371,468	6,757,850
Lord Abbett Series Fund, Inc.
Growth and Income Portfolio (LA1)	5,641,256	131,210,335	130,369,421
Mid Cap Value (LA2)	1,534,022	22,971,636	23,700,643
International Portfolio (LA3)	53,185	335,963	332,937

See notes to financial statements

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Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

Assets:
Investments in:	Shares	Cost	Value
MFS/Sun Life Series Trust
Capital Appreciation Series (CAS)	1,301,023	$ 42,696,425	$ 25,985,299
Emerging Growth Series (EGS)	3,288,738	80,914,423	52,491,872
Government Securities Series (GSS)	4,006,780	52,218,373	53,197,942
High Yield Series (HYS)	5,877,718	44,730,508	41,410,343
New Discovery S Class (M1A)	171,646	2,188,621	2,417,131
Massachusetts Investors Growth Stock S Class (M1B)	355,198	3,306,446	3,443,901
High Yield S Class (MFC)	526,437	3,658,717	3,706,867
Capital Appreciation S Class (MFD)	36,939	704,503	737,135
Utilities S Class (MFE)	199,851	2,506,760	2,517,114
Emerging Growth S Class (MFF)	61,028	937,947	973,048
Total Return S Class (MFJ)	482,833	8,444,626	8,657,514
Government Securities S Class (MFK)	478,561	6,378,764	6,351,596
Massachusetts Investors Trust S Class (MFL)	99,347	2,607,033	2,671,470
Massachusetts Investors Growth Stock Series (MIS)	5,700,353	75,973,656	55,285,896
Massachusetts Investors Trust Series (MIT)	1,496,248	48,673,996	40,273,714
Money Market (MMS)	6,809,800	6,809,800	6,809,800
New Discovery Series (NWD)	2,422,563	35,569,556	34,145,880
Total Return Series (TRS)	2,633,517	48,382,840	47,279,244
Utilities Series (UTS)	3,699,435	64,627,946	46,655,571
OCC Accumulation Trust
Equity Portfolio (OP1)	338,893	11,441,798	11,224,136
Mid Cap Portfolio (OP2)	1,082,224	13,992,969	14,566,731
Small Cap Portfolio (OP3)	231,622	6,742,434	7,472,124
Managed Portfolio (OP4)	83,350	3,377,752	3,346,490
Rydex Variable Trust
Nova Fund (RX1)	23,845	199,483	206,738
OTC Fund (RX2)	111,241	1,699,628	1,646,368
Salomon Brothers Variable Series Funds, Inc.
Capital Fund (SB1)	59,279	855,213	895,117
Investors Fund (SB2)	44,263	574,533	566,123
Strategic Bond Fund (SB3)	364,558	3,636,163	3,652,866
Total Return Fund (SB4)	383,132	4,059,161	3,980,746
Sun Capital Advisers Trust
Money Market Fund (SC1)	115,307,464	115,307,464	115,307,464
Investment Grade Bond Fund (SC2)	8,254,279	79,618,085	79,922,794
Real Estate Fund (SC3)	1,549,857	18,003,345	18,361,298
Select Equity Fund (SC4)	900,541	7,954,420	8,230,472
Blue Chip Mid Cap Fund (SC5)	3,821,659	51,002,638	51,498,381
Investors Foundation Fund (SC6)	400,539	3,771,480	3,573,083
Davis Venture Value Fund (SC7)	3,669,460	32,046,783	32,070,786
Davis Financial Fund (SC8)	762,815	8,061,223	8,000,643
Value Equity Fund (SC9)	432,980	4,837,873	4,532,962
Value Mid Cap Fund (SCA)	1,165,386	11,864,641	12,800,571
Value Small Cap Fund (SCB)	1,508,683	18,126,098	19,342,519
Value Managed Fund (SCC)	236,010	2,574,255	2,475,203

See notes to financial statements

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Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

Assets:
Investments in:	Shares	Cost	Value
Sun Capital Advisers Trust - continued
INVESCO Technology Fund (SCD)	276,948	$ 2,088,861	$ 1,980,902
INVESCO Telecommunications Fund (SCE)	75,369	436,920	419,467
INVESCO Health Sciences Fund (SCF)	426,188	4,330,492	4,363,323
INVESCO Energy Fund (SCG)	90,224	759,375	773,270
Neuberger Berman Mid Cap Value Fund (SCH)	153,779	1,459,070	1,516,630
Neuberger Berman Mid Cap Growth Fund (SCI)	277,676	2,548,981	2,429,298
		$1,799,000,388	$ 1,553,464,092
Liability:
Payable to sponsor			(60,869	)
Net assets			$ 1,553,403,223

See notes to financial statements

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Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of Deferred Variable Annuity Contracts			Reserve for Variable Annuities		Total
	Units	Unit Value	Value
Net Assets Applicable to Contract Owners
Futurity Contracts:
AIM Variable Insurance Fund, Inc.
AIM1	377,445	$ 10.6781	$ 4,030,443		$ 12,574	$ 4,043,017
AIM2	356,943	8.5268	3,043,663		7,425	3,051,088
AIM3	567,955	9.5897	5,446,523		5,377	5,451,900
AIM4	368,128	9.2033	3,387,874		9,372	3,397,246
The Alger American Fund
AL1	523,768	12.1917	6,385,663		13,250	6,398,913
AL2	342,981	13.6861	4,693,816		80,227	4,774,043
AL3	135,520	7.3331	993,836		-	993,836
Credit Suisse Institutional
CS1	33,041	7.9159	261,329		10,763	272,092
CS2	34,239	7.6865	263,010		-	263,010
CS3	20,242	8.3734	169,505		11,719	181,224
CS4	68,550	9.8671	676,364		-	676,364
Goldman Sachs Variable Insurance Trust
GS1	334,156	8.7762	2,932,465		26,852	2,959,317
GS2	139,154	10.7273	1,491,555		21,034	1,512,589
GS3	350,754	10.7283	3,762,873		1,261	3,764,134
GS4	255,333	8.0814	2,063,364		-	2,063,364
GS5	160,856	8.9643	1,441,955		9,095	1,451,050
J.P. Morgan Series Trust II
JP1	386,633	9.6535	3,731,071		11,410	3,742,481
JP2	75,007	8.2425	618,181		11,759	629,940
JP3	38,946	9.4377	367,211		-	367,211
Lord Abbett Series Fund, Inc.
LA1	751,073	12.1912	9,155,938		-	9,155,938
MFS/Sun Life Series Trust
CAS	475,135	9.5735	4,548,925		25,702	4,574,627
EGS	617,144	10.8690	6,707,848		20,763	6,728,611
GSS	593,532	11.9943	7,118,985		43,668	7,162,653
HYS	427,165	9.3961	4,013,658		25,678	4,039,336
MMS	598,302	11.3852	6,809,800		-	6,809,800
UTS	661,923	10.5860	7,006,943		97,948	7,104,891
OCC Accumulation Trust
OP1	491,210	10.6211	5,217,507		19,191	5,236,698
OP2	267,579	15.1861	4,062,730		19,625	4,082,355
OP3	263,678	12.1415	3,201,437		17,750	3,219,187
Salomon Brothers Variable Series Funds, Inc.
SB1	58,507	15.0967	895,117		-	895,117
SB2	46,806	12.0953	566,123		-	566,123
SB3	312,493	11.5906	3,621,260		30,406	3,651,666
SB4	377,628	10.5016	3,965,344		14,572	3,979,916
			$112,652,316		$547,421	$113,199,737

See notes to financial statements

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Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of Deferred Variable Annuity Contracts			Reserve for Variable Annuities	Total
	Units	Unit Value	Value
Futurity II Contracts:
AIM Variable Insurance Fund, Inc.
AIM1	971,025	$10.7052	$ 10,395,735	$ 18,056	$ 10,413,791
AIM2	1,723,304	7.7202	13,304,952	38,795	13,343,747
AIM3	2,064,005	9.3884	19,378,869	64,403	19,443,272
AIM4	1,750,456	8.8282	15,453,825	65,965	15,519,790
AIM5	7,640	8.8495	67,612	-	67,612
The Alger American Fund
AL1	2,652,347	10.7902	28,620,486	88,642	28,709,128
AL2	1,488,827	12.7372	18,963,807	139,950	19,103,757
AL3	591,126	8.0139	4,737,608	27,670	4,765,278
Alliance Variable Products Series Fund, Inc.
AN1	23,683	8.5520	202,536	-	202,536
AN2	6,363	-	51,355	-	51,355
AN3	261,464	9.2586	2,420,833	-	2,420,833
AN4	271	8.5446	2,315	-	2,315
AN5	106,292	9.4039	1,000,353	-	1,000,353
Credit Suisse Institutional Fund, Inc.
CS1	89,091	11.2837	1,005,365	7,760	1,013,125
CS2	67,000	8.7850	588,601	866	589,467
CS3	37,955	10.2032	387,287	3,631	390,918
CS4	178,034	12.3675	2,201,926	3,389	2,205,315
Fidelity Variable Insurance Products Funds
FL1	10,955	9.4614	103,683	-	103,683
FL2	761,375	8.0424	6,123,359	-	6,123,359
FL3	1,060,472	8.6775	9,202,723	-	9,202,723
Goldman Sachs Variable Insurance Trust
GS1	913,559	8.7775	8,019,192	40,007	8,059,199
GS2	190,152	13.0232	2,476,464	-	2,476,464
GS3	780,565	10.2766	8,021,548	91,329	8,112,877
GS4	268,295	9.0492	2,427,913	-	2,427,913
GS5	314,943	9.0410	2,847,486	28,058	2,875,544
GS6	175	7.2056	1,265	-	1,265
GS7	1,822	8.8162	16,069	-	16,069
INVESCO Variable Investment Funds, Inc.
IV1	4,782	8.0662	38,929	-	38,929
IV2	2,037	8.8373	18,004	-	18,004
J.P. Morgan Series Trust II
JP1	855,975	9.5446	8,170,223	73,213	8,243,436
JP2	269,728	9.3656	2,525,537	7,577	2,533,114
JP3	174,787	12.2521	2,141,482	4,515	2,145,997
Lord Abbett Series Fund, Inc.
LA1	2,706,650	12.8063	34,662,981	50,718	34,713,699
LA2	516,528	10.3719	5,358,372	-	5,358,372

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of Deferred Variable Annuity Contracts			Reserve for Variable Annuities	Total
	Units	Unit Value	Value
Futurity II Contracts - continued:
MFS/Sun Life Series Trust
CAS	891,436	$ 9.3559	$ 8,340,730	$ 38,477	$ 8,379,207
EGS	1,764,833	10.0550	17,742,517	61,946	17,804,463
GSS	1,475,424	11.2806	16,639,300	51,112	16,690,412
HYS	1,367,270	9.7058	13,269,061	59,502	13,328,563
MIS	1,704,508	8.7652	14,939,648	43,469	14,983,117
MIT	1,491,783	8.4723	12,638,384	61,807	12,700,191
NWD	608,129	14.6303	8,897,903	7,757	8,905,660
TRS	1,120,957	11.1294	12,477,439	71,944	12,549,383
UTS	1,349,145	10.7347	14,484,096	185,304	14,669,400
OCC Accumulation Trust
OP1	479,567	10.6264	5,096,146	12,563	5,108,709
OP2	371,011	16.6051	6,160,665	38,168	6,198,833
OP3	181,826	15.2143	2,766,154	24,352	2,790,506
OP4	254,421	11.0623	2,814,518	-	2,814,518
Rydex Variable Trust
RX1	1,253	8.2618	10,352	-	10,352
RX2	1,213	7.9375	9,622	-	9,622
Sun Capital Advisers Trust
SC1	2,302,744	11.0202	25,387,586	243,476	25,631,062
SC2	1,860,679	11.2097	20,849,616	259,253	21,108,869
SC3	372,457	13.7193	5,111,509	9,123	5,120,632
SC4	178,981	9.1216	1,632,204	6,500	1,638,704
SC5	644,981	14.6149	9,425,208	9,763	9,434,971
SC6	113,442	9.2544	1,049,929	12,415	1,062,344
SC7	169,936	8.6311	1,509,009	71,133	1,580,142
SC8	63,603	10.3750	668,994	-	668,994
SC9	39,884	9.1363	366,022	-	366,022
SCA	41,353	10.3043	470,672	-	470,672
SCB	391,359	10.7165	4,229,074	-	4,229,074
SCC	20,663	9.1340	189,566	-	189,566
SCD	1,418	7.0852	10,226	-	10,226
SCE	901	5.5130	4,975	-	4,975
SCF	73,312	10.1419	743,964	-	743,964
SCG	7,627	8.5014	64,953	-	64,953
SCH	18,174	9.8024	178,131	-	178,131
SCI	55,909	8.6664	484,883	-	484,883
			$419,601,751	$2,022,608	$421,624,359

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of Deferred Variable Annuity Contracts			Reserve for Variable Annuities		Total
	Units	Unit Value	Value
Futurity Focus Contracts:
AIM Variable Insurance Fund, Inc.
AIM1	51,961	$ 9.7401	$ 506,129		$ -	$ 506,129
AIM2	101,644	6.5105	661,785		-	661,785
AIM3	117,787	7.9601	937,634		45,529	983,163
AIM4	84,003	8.5036	714,346		-	714,346
The Alger American Fund
AL1	112,241	8.7955	987,218		51,135	1,038,353
AL2	84,103	11.0010	925,238		-	925,238
AL3	41,509	7.2188	299,651		-	299,651
Credit Suisse Institutional Fund, Inc.
CS1	2,058	11.1384	22,915		-	22,915
CS2	3,679	8.4673	31,133		-	31,133
CS3	518	9.0915	4,706		-	4,706
CS4	5,920	11.8952	70,418		-	70,418
Goldman Sachs Variable Insurance Trust
GS1	17,248	7.5709	130,585		-	130,585
GS2	6,817	13.1097	89,359		-	89,359
GS3	31,091	8.9259	277,521		-	277,521
GS4	32,281	8.6248	278,425		-	278,425
GS5	65,299	8.4696	553,070		-	553,070
J.P. Morgan Series Trust II
JP1	20,535	8.7021	178,700		47,252	225,952
JP2	46,409	8.6152	399,679		-	399,679
JP3	12,526	12.1442	152,128		-	152,128
Lord Abbett Series Fund, Inc.
LA1	135,962	11.7564	1,598,435		-	1,598,435
MFS/Sun Life Series Trust
CAS	54,457	8.4664	461,084		-	461,084
EGS	114,175	8.6993	993,792		50,152	1,043,944
GSS	54,736	11.5464	632,032		-	632,032
HYS	72,562	9.4328	684,472		-	684,472
MIS	121,172	8.8268	1,069,747		51,149	1,120,896
MIT	118,204	8.5318	1,008,374		-	1,008,374
NWD	31,253	14.7332	460,425		-	460,425
TRS	44,996	11.2076	504,212		-	504,212
UTS	72,646	10.2403	744,628		-	744,628
OCC Accumulation Trust
OP1	29,536	10.1673	300,304		-	300,304
OP2	22,707	16.4599	373,761		-	373,761
OP3	14,408	16.3483	235,575		-	235,575
OP4	10,624	10.5251	111,782		-	111,782
Sun Capital Advisers Trust
SC1	86,057	11.0156	947,819		-	947,819

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of Deferred Variable Annuity Contracts			Reserve for Variable Annuities		Total
	Units	Unit Value	Value
Futurity Focus Contracts - continued:
Sun Capital Advisers Trust - continued
SC2	148,113	$ 11.2981	$ 1,672,634		$ -	$ 1,672,634
SC3	7,813	14.6892	114,732		-	114,732
SC4	7,155	9.1777	65,683		-	65,683
SC5	37,885	14.7048	557,120		-	557,120
SC6	8,643	9.3113	80,485		-	80,485
SC7	18,232	8.6647	159,370		-	159,370
SC8	1,214	10.4154	12,813		-	12,813
			$20,009,919		$245,217	$20,255,136

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of Deferred Variable Annuity Contracts				Reserve for Variable Annuities	Total
	Units	Unit Value		Value
Futurity Accolade Contracts:
AIM Variable Insurance Fund, Inc.
AIM1 - Level 1	404,268		$ 9.1242	$ 3,688,629	$ -	$ 3,688,629
AIM1 - Level 2	592,086		9.1004	5,389,688	14,101	5,403,789
AIM1 - Level 3	558,578		9.0845	5,074,427	-	5,074,427
AIM1 - Level 4	84,473		9.0607	765,385	-	765,385
AIM2 - Level 1	418,762		6.4436	2,698,347	-	2,698,347
AIM2 - Level 2	584,677		6.4268	3,758,202	10,785	3,768,987
AIM2 - Level 3	483,784		6.4156	3,103,763	-	3,103,763
AIM2 - Level 4	140,250		6.3987	897,423	-	897,423
AIM3 - Level 1	349,444		8.1476	2,847,141	-	2,847,141
AIM3 - Level 2	510,706		8.1263	4,150,967	14,371	4,165,338
AIM3 - Level 3	388,252		8.1122	3,149,573	-	3,149,573
AIM3 - Level 4	169,180		8.0909	1,368,815	-	1,368,815
AIM4 - Level 1	522,237		7.5648	3,950,608	-	3,950,608
AIM4 - Level 2	652,050		7.5450	4,920,875	12,763	4,933,638
AIM4 - Level 3	516,971		7.5319	3,893,761	-	3,893,761
AIM4 - Level 4	181,054		7.5121	1,360,097	-	1,360,097
AIM5 - Level 1	21,683		8.8465	191,818	-	191,818
AIM5 - Level 2	26,666		8.8375	235,671	-	235,671
AIM5 - Level 3	31,887		8.8315	281,610	-	281,610
AIM5 - Level 4	16,925		8.8225	149,321	-	149,321
The Alger American Fund
AL1 - Level 1	595,202		9.1190	5,427,652	-	5,427,652
AL1 - Level 2	788,725		9.0952	7,171,850	16,052	7,187,902
AL1 - Level 3	434,498		9.0794	3,944,973	-	3,944,973
AL1 - Level 4	149,964		9.0556	1,358,010	-	1,358,010
AL2 - Level 1	422,986		11.4725	4,852,720	-	4,852,720
AL2 - Level 2	381,862		11.4426	4,369,107	17,889	4,386,996
AL2 - Level 3	429,521		11.4227	4,906,285	-	4,906,285
AL2 - Level 4	85,598		11.3928	975,200	-	975,200
AL3 - Level 1	136,983		6.6714	913,870	-	913,870
AL3 - Level 2	290,066		6.6540	1,927,823	11,130	1,938,953
AL3 - Level 3	108,735		6.6424	722,259	-	722,259
AL3 - Level 4	47,965		6.6249	317,767	-	317,767
Alliance Variable Products Series Fund, Inc.
AN1 - Level 1	26,141		8.5491	223,480	-	223,480
AN1 - Level 2	27,141		8.5403	231,797	-	231,797
AN1 - Level 3	60,781		8.5345	518,736	-	518,736
AN1 - Level 4	16,124		8.5258	137,469	-	137,469
AN2 - Level 1	4,401		8.0690	35,511	-	35,511
AN2 - Level 2	4,753		8.0608	38,321	-	38,321
AN2 - Level 3	8,494		8.0553	68,422	-	68,422
AN2 - Level 4	8,239		8.0470	66,302	-	66,302
AN3 - Level 1	153,121		9.2554	1,417,204	-	1,417,204
AN3 - Level 2	83,662		9.2460	773,575	-	773,575

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of Deferred Variable Annuity Contracts			Reserve for Variable Annuities		Total
	Units	Unit Value	Value
Futurity Accolade Contracts - continued:
Alliance Variable Products Series Fund, Inc. - continued
AN3 - Level 3	168,454	$ 9.2397	$ 1,556,470		$ -	$1,556,470
AN3 - Level 4	58,471	9.2302	539,706		-	539,706
AN4 - Level 1	2,793	8.5417	23,856		-	23,856
AN4 - Level 2	1,533	8.5330	13,088		-	13,088
AN4 - Level 4	4,851	8.5184	41,325		-	41,325
AN5 - Level 1	24,698	9.4007	232,223		-	232,223
AN5 - Level 2	178	9.3912	1,669		-	1,669
AN5 - Level 3	3,271	9.3848	30,701		-	30,701
AN5 - Level 4	176	9.3752	1,648		-	1,648
Fidelity Variable Insurance Products Funds
FL1 - Level 1	22,299	9.4582	210,904		-	210,904
FL1 - Level 2	19,771	9.4485	186,808		-	186,808
FL1 - Level 3	15,539	9.4420	146,717		-	146,717
FL1 - Level 4	15,458	9.4325	145,806		-	145,806
FL2 - Level 1	187,551	8.0396	1,507,849		-	1,507,849
FL2 - Level 2	164,066	8.0314	1,317,687		-	1,317,687
FL2 - Level 3	225,636	8.0260	1,810,949		-	1,810,949
FL2 - Level 4	110,150	8.0177	883,152		-	883,152
FL3 - Level 1	255,945	8.6745	2,220,219		-	2,220,219
FL3 - Level 2	201,441	8.6657	1,745,620		-	1,745,620
FL3 - Level 3	232,466	8.6598	2,013,110		-	2,013,110
FL3 - Level 4	132,166	8.6509	1,143,352		-	1,143,352
Goldman Sachs Variable Insurance Trust
GS1 - Level 1	170,439	7.5251	1,282,577		-	1,282,577
GS1 - Level 2	224,721	7.5055	1,686,939		-	1,686,939
GS1 - Level 3	221,641	7.4924	1,660,623		-	1,660,623
GS1 - Level 4	29,392	7.4727	219,640		-	219,640
GS2 - Level 1	38,999	12.4337	484,899		-	484,899
GS2 - Level 2	60,241	12.4013	747,043		-	747,043
GS2 - Level 3	36,913	12.3797	456,966		-	456,966
GS2 - Level 4	3,505	12.3472	43,279		-	43,279
GS3 - Level 1	115,796	9.1000	1,053,744		-	1,053,744
GS3 - Level 2	167,483	9.0763	1,520,191		-	1,520,191
GS3 - Level 3	101,618	9.0605	920,711		-	920,711
GS3 - Level 4	20,439	9.0367	184,702		-	184,702
GS4 - Level 1	92,584	9.4039	870,650		-	870,650
GS4 - Level 2	73,571	9.3794	690,108		-	690,108
GS4 - Level 3	40,638	9.3631	380,499		-	380,499
GS4 - Level 4	5,914	9.3385	55,226		-	55,226
GS5 - Level 1	133,185	7.9292	1,056,053		-	1,056,053
GS5 - Level 2	149,556	7.9085	1,182,826		-	1,182,826
GS5 - Level 3	59,152	7.8948	466,993		-	466,993
GS5 - Level 4	13,543	7.8740	106,639		-	106,639
GS6 - Level 1	2,090	7.2031	15,054		-	15,054

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

		Applicable to Owners of Deferred Variable Annuity Contracts				Reserve for Variable Annuities		Total
		Units	Unit Value		Value
Futurity Accolade Contracts - continued:
Goldman Sachs Variable Insurance Trust - continued
GS6 - Level 2	2,598			$ 7.1958	$ 18,696	$	-	$ 18,696
GS6 - Level 4	2,077			7.1835	14,920		-	14,920
GS7 - Level 1	5,603			8.8132	49,384		-	49,384
GS7 - Level 2	2,637			8.8042	23,217		-	23,217
GS7 - Level 3	1,443			8.7982	12,699		-	12,699
GS7 - Level 4	3,320			8.7892	29,176		-	29,176
INVESCO Variable Investment Funds, Inc.
IV1 - Level 1	4,161			8.0634	33,554		-	33,554
IV1 - Level 2	14,391			8.0552	115,938		-	115,938
IV1 - Level 3	26,258			8.0497	211,370		-	211,370
IV1 - Level 4	5,543			8.0415	44,572		-	44,572
IV2 - Level 1	3,029			8.8343	26,763		-	26,763
IV2 - Level 2	15,353			8.8252	135,501		-	135,501
IV2 - Level 3	2,897			8.8192	25,553		-	25,553
IV2 - Level 4	2,236			8.8102	19,699		-	19,699
J.P. Morgan Series Trust II
JP1 - Level 1	99,457			8.7824	873,476		-	873,476
JP1 - Level 2	111,420			8.7595	976,113		-	976,113
JP1 - Level 3	34,848			8.7443	304,719		-	304,719
JP1 - Level 4	231,789			8.7213	2,021,506		-	2,021,506
JP2 - Level 1	96,812			7.7775	752,962		-	752,962
JP2 - Level 2	117,806			7.7572	914,316		-	914,316
JP2 - Level 3	57,419			7.7437	444,641		-	444,641
JP2 - Level 4	10,107			7.7234	78,063		-	78,063
JP3 - Level 1	51,579			10.8609	560,197		-	560,197
JP3 - Level 2	101,183			10.8326	1,096,191		-	1,096,191
JP3 - Level 3	48,113			10.8137	520,274		-	520,274
JP3 - Level 4	19,146			10.7853	206,501		-	206,501
Lord Abbett Series Fund, Inc.
LA1 - Level 1	571,453			11.9745	6,842,860		24,767	6,867,627
LA1 - Level 2	677,097			11.9433	8,087,295		-	8,087,295
LA1 - Level 3	675,576			11.9225	8,054,561		-	8,054,561
LA1 - Level 4	453,934			11.8913	5,397,864		-	5,397,864
LA2 - Level 1	144,185			10.3684	1,494,966		-	1,494,966
LA2 - Level 2	107,128			10.3578	1,109,675		-	1,109,675
LA2 - Level 3	112,504			10.3508	1,164,513		-	1,164,513
LA2 - Level 4	74,670			10.3402	772,108		-	772,108
LA3 - Level 1	2,079			7.8719	16,368		-	16,368
LA3 - Level 3	216			7.8585	1,701		-	1,701
LA3 - Level 4	387			7.8504	3,036		-	3,036
MFS/Sun Life Series Trust
CAS - Level 1	191,038			8.6375	1,650,095		-	1,650,095
CAS - Level 2	211,067			8.6150	1,816,715		-	1,816,715
CAS - Level 3	198,658			8.6000	1,708,449		-	1,708,449

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of Deferred Variable Annuity Contracts			Reserve for Variable Annuities	Total
	Units	Unit Value	Value
Futurity Accolade Contracts - continued:
MFS/Sun Life Series Trust - continued
CAS - Level 4	24,375	$ 8.5774	$ 209,073	$ -	$ 209,073
EGS - Level 1	521,856	8.1556	4,256,035	-	4,256,035
EGS - Level 2	747,965	8.1343	6,084,618	-	6,084,618
EGS - Level 3	463,022	8.1201	3,759,777	-	3,759,777
EGS - Level 4	52,022	8.0988	421,311	-	421,311
GSS - Level 1	271,555	11.6972	3,176,440	-	3,176,440
GSS - Level 2	301,605	11.6668	3,519,095	-	3,519,095
GSS - Level 3	182,148	11.6465	2,121,383	-	2,121,383
GSS - Level 4	33,311	11.6160	386,935	-	386,935
HYS - Level 1	302,577	9.4783	2,867,913	-	2,867,913
HYS - Level 2	330,231	9.4536	3,122,878	-	3,122,878
HYS - Level 3	178,539	9.4371	1,684,895	-	1,684,895
HYS - Level 4	47,414	9.4124	446,280	-	446,280
M1A - Level 1	7,517	10.3009	77,429	-	77,429
M1A - Level 2	1,773	10.2955	18,214	-	18,214
M1A - Level 3	1,025	10.2918	10,545	-	10,545
M1A - Level 4	5,035	10.2864	51,789	-	51,789
M1B - Level 1	26,405	9.7687	257,823	-	257,823
M1B - Level 2	4,478	9.7636	43,726	-	43,726
M1B - Level 3	4,881	9.7602	47,644	-	47,644
M1B - Level 4	4,082	9.7550	39,818	-	39,818
MFC - Level 1	14,842	9.8804	146,796	-	146,796
MFC - Level 2	9,775	9.8752	96,526	-	96,526
MFC - Level 3	17,007	9.8717	167,891	-	167,891
MFC - Level 4	48,874	9.8665	482,214	-	482,214
MFD - Level 1	1,782	9.7147	17,299	-	17,299
MFD - Level 2	106	9.7096	1,026	-	1,026
MFE - Level 1	3,741	8.9236	33,388	-	33,388
MFE - Level 2	16,298	8.9189	145,386	-	145,386
MFE - Level 3	4,149	8.9158	36,993	-	36,993
MFE - Level 4	20,490	8.9110	182,587	-	182,587
MFF - Level 1	25,552	9.7072	248,058	-	248,058
MFF - Level 2	558	9.7021	5,418	-	5,418
MFF - Level 4	2,528	9.6936	24,507	-	24,507
MFJ - Level 1	37,438	9.9609	372,912	-	372,912
MFJ - Level 2	29,895	9.9556	297,711	-	297,711
MFJ - Level 3	53,325	9.9522	530,702	-	530,702
MFJ - Level 4	53,569	9.9469	532,843	-	532,843
MFK - Level 1	9,783	10.1131	98,941	-	98,941
MFK - Level 2	44,637	10.1078	451,057	-	451,057
MFK - Level 3	33,913	10.1043	342,671	-	342,671
MFK - Level 4	24,372	10.0990	246,133	-	246,133
MFL - Level 1	12,148	9.6642	117,428	-	117,428
MFL - Level 2	4,834	9.6591	46,690	-	46,690

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of Deferred Variable Annuity Contracts			Reserve for Variable Annuities	Total
	Units	Unit Value	Value
Futurity Accolade Contracts - continued:
MFS/Sun Life Series Trust - continued
MFL - Level 3	50,820	$ 9.6557	$ 490,700	$ -	$ 490,700
MFL - Level 4	8,725	9.6506	84,203	-	84,203
MIS - Level 1	392,962	8.9716	3,525,500	-	3,525,500
MIS - Level 2	597,925	8.9482	5,348,786	-	5,348,786
MIS - Level 3	518,287	8.9326	4,629,651	-	4,629,651
MIS - Level 4	118,221	8.9092	1,053,255	-	1,053,255
MIT - Level 1	315,386	9.3487	2,948,433	-	2,948,433
MIT - Level 2	393,588	9.3243	3,670,059	-	3,670,059
MIT - Level 3	377,859	9.3081	3,517,135	-	3,517,135
MIT - Level 4	79,965	9.2837	742,367	-	742,367
NWD - Level 1	179,957	14.6705	2,640,057	-	2,640,057
NWD - Level 2	273,056	14.6322	3,994,993	-	3,994,993
NWD - Level 3	197,691	14.6068	2,887,629	-	2,887,629
NWD - Level 4	34,159	14.5684	497,640	-	497,640
TRS - Level 1	304,795	11.9227	3,633,995	26,100	3,660,095
TRS - Level 2	463,198	11.8917	5,507,489	-	5,507,489
TRS - Level 3	253,585	11.8710	3,010,308	-	3,010,308
TRS - Level 4	72,725	11.8399	861,062	-	861,062
UTS - Level 1	325,547	9.4609	3,079,955	16,636	3,096,591
UTS - Level 2	489,348	9.4362	4,617,576	-	4,617,576
UTS - Level 3	235,151	9.4198	2,212,928	-	2,212,928
UTS - Level 4	88,937	9.3951	835,571	-	835,571
OCC Accumulation Trust
OP1 - Level 1	19,808	10.6338	212,401	-	212,401
OP1 - Level 2	13,280	10.6061	140,853	-	140,853
OP1 - Level 3	14,397	10.5877	152,430	-	152,430
OP1 - Level 4	6,893	10.5599	72,795	-	72,795
OP2 - Level 1	80,882	16.3655	1,323,677	-	1,323,677
OP2 - Level 2	92,396	16.3229	1,508,187	-	1,508,187
OP2 - Level 3	59,759	16.2945	973,736	-	973,736
OP2 - Level 4	6,392	16.2518	103,884	-	103,884
OP3 - Level 1	17,916	16.0106	286,840	-	286,840
OP3 - Level 2	46,852	15.9689	748,851	-	748,851
OP3 - Level 3	6,271	15.9411	99,975	-	99,975
OP3 - Level 4	5,655	15.8994	89,906	-	89,906
OP4 - Level 1	26,412	10.7277	283,342	-	283,342
OP4 - Level 2	12,616	10.6997	134,994	-	134,994
OP4 - Level 4	174	10.6531	1,854	-	1,854
Rydex Variable Trust
RX1 - Level 1	16	8.2573	129	-	129
RX1 - Level 2	1,676	8.2488	13,827	-	13,827
RX1 - Level 3	1,940	8.2432	15,992	-	15,992
RX1 - Level 4	2,412	8.2348	19,860	-	19,860
RX2 - Level 1	6,973	7.9348	55,333	-	55,333

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of Deferred Variable Annuity Contracts			Reserve for Variable Annuities	Total
	Units	Unit Value	Value
Futurity Accolade Contracts - continued:
Rydex Variable Trust - continued
RX2 - Level 2	11,082	$ 7.9267	$ 87,826	$ -	$ 87,826
RX2 - Level 3	22,364	7.9213	177,150	-	177,150
RX2 - Level 4	5,153	7.9131	40,777	-	40,777
Sun Capital Advisers Trust
SC1 - Level 1	1,233,229	10.7349	13,238,569	-	13,238,569
SC1 - Level 2	1,942,076	10.7069	20,791,230	-	20,791,230
SC1 - Level 3	801,224	10.6883	8,563,706	-	8,563,706
SC1 - Level 4	113,904	10.6603	1,214,246	-	1,214,246
SC2 - Level 1	581,035	11.4715	6,665,355	-	6,665,355
SC2 - Level 2	552,746	11.4416	6,318,646	-	6,318,646
SC2 - Level 3	450,063	11.4217	5,140,488	-	5,140,488
SC2 - Level 4	272,819	11.3918	3,107,898	-	3,107,898
SC3 - Level 1	97,704	14.7767	1,443,741	-	1,443,741
SC3 - Level 2	80,220	14.7382	1,182,461	-	1,182,461
SC3 - Level 3	76,543	14.7126	1,126,148	-	1,126,148
SC3 - Level 4	43,197	14.6741	633,869	-	633,869
SC4 - Level 1	44,076	9.9482	438,480	-	438,480
SC4 - Level 2	123,178	9.9222	1,223,912	-	1,223,912
SC4 - Level 3	143,103	9.9050	1,417,431	-	1,417,431
SC4 - Level 4	23,923	9.8790	236,334	-	236,334
SC5 - Level 1	251,592	15.5116	3,902,583	-	3,902,583
SC5 - Level 2	418,350	15.4711	6,471,066	-	6,471,066
SC5 - Level 3	258,645	15.4442	3,994,559	-	3,994,559
SC5 - Level 4	146,226	15.4037	2,252,421	-	2,252,421
SC6 - Level 1	6,553	10.0098	65,596	-	65,596
SC6 - Level 2	32,747	9.9837	327,027	-	327,027
SC6 - Level 3	34,231	9.9663	341,154	-	341,154
SC6 - Level 4	9,231	9.9402	91,757	-	91,757
SC7 - Level 1	153,630	8.6247	1,325,018	-	1,325,018
SC7 - Level 2	217,157	8.6056	1,869,938	-	1,869,938
SC7 - Level 3	255,374	8.5929	2,194,389	-	2,194,389
SC7 - Level 4	99,065	8.5737	849,350	-	849,350
SC8 - Level 1	50,731	10.3673	525,942	-	525,942
SC8 - Level 2	49,367	10.3444	510,682	-	510,682
SC8 - Level 3	38,310	10.3291	395,703	-	395,703
SC8 - Level 4	48,921	10.3060	504,179	-	504,179
SC9 - Level 1	26,105	10.8135	282,285	-	282,285
SC9 - Level 2	31,387	10.7896	338,660	-	338,660
SC9 - Level 3	38,371	10.7736	413,394	-	413,394
SC9 - Level 4	14,079	10.7496	151,339	-	151,339
SCA - Level 1	96,665	10.8136	1,045,292	-	1,045,292
SCA - Level 2	76,711	10.7896	827,573	-	827,573
SCA - Level 3	59,407	10.7736	640,029	-	640,029
SCA - Level 4	32,644	10.7496	350,915	-	350,915

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of Deferred Variable Annuity Contracts				Reserve for Variable Annuities	Total
	Units	Unit Value		Value
Futurity Accolade Contracts - continued:
Sun Capital Advisers Trust - continued
SCB - Level 1	125,898		$12.9971	$ 1,635,080	$ -	$ 1,635,080
SCB - Level 2	67,696		12.9683	877,905	-	877,905
SCB - Level 3	74,143		12.9492	960,086	-	960,086
SCB - Level 4	62,496		12.9203	807,471	-	807,471
SCC - Level 1	2,831		10.4670	29,630	-	29,630
SCC - Level 2	48,976		10.4438	511,389	-	511,389
SCC - Level 3	14,613		10.4283	152,385	-	152,385
SCC - Level 4	13,973		10.4051	145,388	-	145,388
SCD - Level 1	378		7.0828	2,680	-	2,680
SCD - Level 2	3,565		7.0755	25,245	-	25,245
SCD - Level 3	12,997		7.0707	91,899	-	91,899
SCD - Level 4	6,994		7.0635	49,400	-	49,400
SCE - Level 3	4,388		5.5017	24,144	-	24,144
SCE - Level 4	19,073		5.4961	104,828	-	104,828
SCF - Level 1	21,640		10.1385	219,400	-	219,400
SCF - Level 2	11,403		10.1282	115,507	-	115,507
SCF - Level 3	16,871		10.1213	170,759	-	170,759
SCF - Level 4	22,828		10.1109	230,815	-	230,815
SCG - Level 1	7,078		8.4985	60,125	-	60,125
SCG - Level 2	4,039		8.4898	34,288	-	34,288
SCG - Level 3	5,444		8.4841	46,187	-	46,187
SCG - Level 4	4,428		8.4754	37,533	-	37,533
SCH - Level 1	10,932		9.7991	107,139	-	107,139
SCH - Level 2	2,329		9.7891	22,800	-	22,800
SCH - Level 3	7,911		9.7825	77,394	-	77,394
SCH - Level 4	5,329		9.7725	52,082	-	52,082
SCI - Level 1	16,751		8.6634	145,120	-	145,120
SCI - Level 2	32,815		8.6546	283,968	-	283,968
SCI - Level 3	14,930		8.6487	129,124	-	129,124
SCI - Level 4	19,490		8.6398	168,386	-	168,386
				$384,057,113	$ 164,594	$384,221,707

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of			Reserve for Variable Annuities	Total
	Deferred Variable Annuity Contracts
	Units	Unit Value	Value
Futurity Focus II Contracts:
AIM Variable Insurance Fund, Inc.
AIM1 - Level 3	80,755	$ 5.7544	$ 464,748	$ -	$ 464,748
AIM1 - Level 4	62,559	5.7416	359,189	-	359,189
AIM1 - Level 5	75,175	5.7331	430,986	-	430,986
AIM1 - Level 6	22,439	5.7203	128,357	-	128,357
AIM2 - Level 3	77,656	4.5564	353,877	-	353,877
AIM2 - Level 4	99,330	4.5462	451,574	-	451,574
AIM2 - Level 5	89,100	4.5395	404,469	-	404,469
AIM2 - Level 6	6,311	4.5294	28,584	-	28,584
AIM3 - Level 3	88,603	5.9731	529,289	-	529,289
AIM3 - Level 4	66,244	5.9598	394,804	-	394,804
AIM3 - Level 5	70,301	5.9510	418,361	-	418,361
AIM3 - Level 6	15,992	5.9377	94,957	-	94,957
AIM4 - Level 3	135,118	5.9063	798,044	-	798,044
AIM4 - Level 4	223,459	5.8932	1,316,978	-	1,316,978
AIM4 - Level 5	105,821	5.8844	622,693	-	622,693
AIM4 - Level 6	10,195	5.8713	59,856	-	59,856
AIM5 - Level 1	12,557	8.8645	111,311	-	111,311
AIM5 - Level 3	20,399	8.8495	180,523	-	180,523
AIM5 - Level 4	4,960	8.8405	43,851	-	43,851
AIM5 - Level 5	7,543	8.8345	66,638	-	66,638
AIM5 - Level 6	15,558	8.8255	137,305	-	137,305
The Alger American Fund
AL1 - Level 3	93,641	6.7375	630,922	-	630,922
AL1 - Level 4	22,845	6.7225	153,576	-	153,576
AL1 - Level 5	51,588	6.7126	346,287	-	346,287
AL1 - Level 6	30,122	6.6976	201,744	-	201,744
AL2 - Level 1	12,421	7.5326	93,563	-	93,563
AL2 - Level 3	60,765	7.5048	456,040	-	456,040
AL2 - Level 4	69,424	7.4881	519,856	-	519,856
AL2 - Level 5	44,664	7.4770	333,957	-	333,957
AL2 - Level 6	34,299	7.4604	255,887	-	255,887
AL3 - Level 1	9,522	4.8612	46,290	-	46,290
AL3 - Level 3	16,454	4.8432	79,692	-	79,692
AL3 - Level 4	7,262	4.8324	35,092	-	35,092
AL3 - Level 5	13,641	4.8252	65,823	-	65,823
Alliance Variable Products Series Fund, Inc.
AN1 - Level 1	14,109	8.5665	120,870	-	120,870
AN1 - Level 3	13,423	8.5520	114,789	-	114,789
AN1 - Level 4	10,054	8.5432	85,896	-	85,896
AN1 - Level 5	13,210	8.5375	112,783	-	112,783
AN1 - Level 6	15,160	8.5287	129,294	-	129,294
AN2 - Level 3	11,035	8.0717	89,077	-	89,077
AN2 - Level 4	11,277	8.0635	90,934	-	90,934
AN2 - Level 5	6,525	8.0580	52,581	-	52,581

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of			Reserve for Variable Annuities	Total
	Deferred Variable Annuity Contracts
	Units	Unit Value	Value
Futurity Focus II Contracts - continued:
Alliance Variable Products Series Fund, Inc. - continued
AN2 - Level 6	1,155	$ 8.0498	$ 9,298	$ -	$ 9,298
AN3 - Level 3	30,309	9.2586	280,628	-	280,628
AN3 - Level 4	22,804	9.2491	210,915	-	210,915
AN3 - Level 5	40,619	9.2428	375,439	-	375,439
AN3 - Level 6	35,568	9.2334	328,411	-	328,411
AN4 - Level 3	1,433	8.5446	12,236	-	12,236
AN4 - Level 5	3,252	8.5301	27,738	-	27,738
AN5 - Level 4	1,896	9.3944	17,817	-	17,817
AN5 - Level 6	341	9.3784	3,197	-	3,197
Fidelity Variable Insurance Products Funds
FL1 - Level 3	15,808	9.4614	149,563	-	149,563
FL1 - Level 4	11,437	9.4517	108,099	-	108,099
FL1 - Level 5	6,225	9.4453	58,795	-	58,795
FL1 - Level 6	4,091	9.4357	38,606	-	38,606
FL2 - Level 1	5,533	8.0560	44,571	-	44,571
FL2 - Level 3	77,993	8.0424	627,249	-	627,249
FL2 - Level 4	33,963	8.0342	272,868	-	272,868
FL2 - Level 5	44,128	8.0287	354,288	-	354,288
FL2 - Level 6	21,750	8.0205	174,444	-	174,444
FL3 - Level 3	88,471	8.6775	767,701	-	767,701
FL3 - Level 4	94,541	8.6686	819,523	-	819,523
FL3 - Level 5	42,308	8.6627	366,507	-	366,507
FL3 - Level 6	17,029	8.6539	147,363	-	147,363
Goldman Sachs Variable Insurance Trust
GS1 - Level 3	15,816	5.5213	87,334	-	87,334
GS1 - Level 4	25,427	5.5090	140,078	-	140,078
GS1 - Level 5	51,656	5.5008	284,150	-	284,150
GS1 - Level 6	2,361	5.4886	12,959	-	12,959
GS2 - Level 3	10,409	9.5791	99,704	-	99,704
GS2 - Level 4	5,528	9.5579	52,837	-	52,837
GS2 - Level 5	12,639	9.5437	120,626	-	120,626
GS3 - Level 3	11,328	7.5590	85,636	-	85,636
GS3 - Level 4	15,510	7.5422	116,979	-	116,979
GS3 - Level 5	8,308	7.5310	62,570	-	62,570
GS3 - Level 6	717	7.5143	5,390	-	5,390
GS4 - Level 3	10,740	8.1152	87,163	-	87,163
GS4 - Level 4	3,641	8.0972	29,482	-	29,482
GS4 - Level 5	15,838	8.0852	128,055	-	128,055
GS5 - Level 3	18,035	6.5977	119,002	-	119,002
GS5 - Level 4	25,892	6.5830	170,451	-	170,451
GS5 - Level 5	8,477	6.5733	55,724	-	55,724
GS5 - Level 6	7,131	6.5586	46,768	-	46,768
GS6 - Level 3	188	7.2056	1,351	-	1,351
GS6 - Level 4	512	7.1982	3,685	-	3,685

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of			Reserve for Variable Annuities	Total
	Deferred Variable Annuity Contracts
	Units	Unit Value	Value
Futurity Focus II Contracts - continued:
Goldman Sachs Variable Insurance Trust - continued
GS7 - Level 3	323	$ 8.8162	$ 2,846	$ -	$ 2,846
GS7 - Level 4	715	8.8072	6,295	-	6,295
GS7 - Level 6	8,089	8.7922	71,122	-	71,122
INVESCO Variable Investment Funds, Inc.
IV1 - Level 3 .	1,092	8.0662	8,812	-	8,812
IV1 - Level 4 .	534	8.0579	4,304	-	4,304
IV1 - Level 5 .	10,117	8.0525	81,466	-	81,466
IV2 - Level 3 .	12,335	8.8373	109,015	-	109,015
IV2 - Level 4 .	2,805	8.8282	24,760	-	24,760
IV2 - Level 5 .	3,111	8.8223	27,449	-	27,449
IV2 - Level 6 .	608	8.8132	5,363	-	5,363
J.P. Morgan Series Trust II
JP1 - Level 3	1,896	7.4673	14,161	-	14,161
JP1 - Level 4	3,199	7.4508	23,835	-	23,835
JP1 - Level 5	23,952	7.4398	178,200	-	178,200
JP1 - Level 6	26,958	7.4232	200,120	-	200,120
JP2 - Level 3	23,563	6.8260	160,850	-	160,850
JP2 - Level 4	18,554	6.8108	126,368	-	126,368
JP2 - Level 5	8,420	6.8007	57,262	-	57,262
JP3 - Level 3	9,390	7.7245	72,540	-	72,540
JP3 - Level 4	9,739	7.7073	75,060	-	75,060
JP3 - Level 5	1,413	7.6959	10,872	-	10,872
Lord Abbett Series Fund, Inc.
LA1 - Level 3	164,405	10.4950	1,725,447	-	1,725,447
LA1 - Level 4	148,326	10.4718	1,553,231	-	1,553,231
LA1 - Level 5	102,080	10.4563	1,067,373	-	1,067,373
LA1 - Level 6	66,402	10.4330	692,771	-	692,771
LA2 - Level 1	10,072	10.3895	104,644	-	104,644
LA2 - Level 3	45,064	10.3719	467,399	-	467,399
LA2 - Level 4	38,248	10.3614	396,297	-	396,297
LA2 - Level 5	32,750	10.3543	339,103	-	339,103
LA2 - Level 6	17,653	10.3438	182,599	-	182,599
LA3 - Level 3	112	7.8745	883	-	883
LA3 - Level 6	2,991	7.8531	23,489	-	23,489
MFS/Sun Life Series Trust
CAS - Level 3	19,639	5.7164	112,298	-	112,298
CAS - Level 4	23,553	5.7037	134,340	-	134,340
CAS - Level 5	51,846	5.6953	295,275	-	295,275
CAS - Level 6	2,729	5.6826	15,509	-	15,509
EGS - Level 1	17,562	5.0220	88,198	-	88,198
EGS - Level 3	87,105	5.0035	435,844	-	435,844
EGS - Level 4	63,115	4.9923	315,094	-	315,094
EGS - Level 5	46,771	4.9849	233,153	-	233,153
EGS - Level 6	3,800	4.9738	18,899	-	18,899

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of Deferred Variable Annuity Contracts				Reserve for Variable Annuities	Total
	Units	Unit Value		Value
Futurity Focus II Contracts - continued:
MFS/Sun Life Series Trust - continued
GSS - Level 1	8,152		$11.3682	$ 92,674	$ -	$ 92,674
GSS - Level 3	174,779		11.3264	1,979,491	-	1,979,491
GSS - Level 4	28,241		11.3012	319,162	-	319,162
GSS - Level 5	82,096		11.2846	926,423	-	926,423
GSS - Level 6	32,571		11.2595	366,735	-	366,735
HYS - Level 1	10,750		9.2504	99,443	-	99,443
HYS - Level 3	100,248		9.2163	923,448	-	923,448
HYS - Level 4	69,904		9.1958	642,827	-	642,827
HYS - Level 5	50,372		9.1822	462,524	-	462,524
HYS - Level 6	11,367		9.1618	104,144	-	104,144
M1A - Level 3	5,481		10.3027	56,451	-	56,451
M1A - Level 4	3,220		10.2973	33,153	-	33,153
M1A - Level 5	3,235		10.2937	33,301	-	33,301
M1A - Level 6	2,614		10.2882	26,892	-	26,892
M1B - Level 3	10,908		9.7705	106,531	-	106,531
M1B - Level 4	15,021		9.7653	146,685	-	146,685
M1B - Level 5	2,768		9.7619	27,020	-	27,020
M1B - Level 6	9,793		9.7567	95,551	-	95,551
MFC - Level 3	13,505		9.8821	133,450	-	133,450
MFC - Level 4	3,663		9.8769	36,181	-	36,181
MFC - Level 5	3,349		9.8734	33,065	-	33,065
MFC - Level 6	9,483		9.8682	93,583	-	93,583
MFD - Level 3	5,886		9.7164	57,202	-	57,202
MFD - Level 5	932		9.7078	9,050	-	9,050
MFE - Level 3	11,345		8.9252	101,237	-	101,237
MFE - Level 4	543		8.9204	4,842	-	4,842
MFE - Level 6	1,652		8.9126	14,727	-	14,727
MFF - Level 3	8,924		9.7089	86,637	-	86,637
MFF - Level 4	3,114		9.7038	30,219	-	30,219
MFF - Level 5	2,169		9.7004	21,041	-	21,041
MFF - Level 6	125		9.6953	1,213	-	1,213
MFJ - Level 3	32,893		9.9626	327,738	-	327,758
MFJ - Level 4	20,710		9.9574	206,219	-	206,219
MFJ - Level 5	8,578		9.9539	85,382	-	85,382
MFJ - Level 6	47,839		9.9487	475,938	-	475,938
MFK - Level 3	23,000		10.1149	232,685	-	232,685
MFK - Level 4	9,048		10.1096	91,474	-	91,474
MFK - Level 5	125,529		10.1061	1,268,607	-	1,268,607
MFK - Level 6	10,443		10.1008	105,482	-	105,482
MFL - Level 3	22,337		9.6659	215,874	-	215,874
MFL - Level 4	11,335		9.6608	109,507	-	109,507
MFL - Level 6	4,443		9.6523	42,890	-	42,890
MIS - Level 3	85,240		6.3414	540,594	-	540,594
MIS - Level 4	60,475		6.3274	382,647	-	382,647

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of			Reserve for Variable Annuities	Total
	Deferred Variable Annuity Contracts
	Units	Unit Value	Value
Futurity Focus II Contracts - continued:
MFS/Sun Life Series Trust - continued
MIS - Level 5	87,458	$ 6.3180	$ 552,561	$ -	$ 552,561
MIS - Level 6	12,146	6.3039	76,567	-	76,567
MIT - Level 3	60,135	7.9625	478,836	-	478,836
MIT - Level 4	74,098	7.9448	588,693	-	588,693
MIT - Level 5	47,198	7.9331	374,423	-	374,423
MIT - Level 6	3,506	7.9154	27,751	-	27,751
NWD - Level 1	6,180	8.0590	49,800	-	49,800
NWD - Level 3	50,323	8.0292	404,124	-	404,124
NWD - Level 4	41,380	8.0114	331,509	-	331,509
NWD - Level 5	48,492	7.9995	387,913	-	387,913
NWD - Level 6	12,103	7.9817	96,600	-	96,600
TRS - Level 3	46,690	11.0569	515,711	-	515,711
TRS - Level 4	36,822	11.0324	406,235	-	406,235
TRS - Level 5	53,755	11.0161	592,167	-	592,167
TRS - Level 6	35,110	10.9916	385,915	-	385,915
UTS - Level 3	33,576	7.2240	242,553	-	242,553
UTS - Level 4	68,620	7.2080	494,528	-	494,528
UTS - Level 5	32,505	7.1973	233,947	-	233,947
UTS - Level 6	23,748	7.1813	170,541	-	170,541
Rydex Variable Trust
RX1 - Level 4	2,502	8.2517	20,652	-	20,652
RX1 - Level 5	3,388	8.2460	27,934	-	27,934
RX2 - Level 3	1,868	7.9375	14,826	-	14,826
RX2 - Level 5	12,513	7.9240	99,150	-	99,150
RX2 - Level 6	191	7.9159	1,510	-	1,510
Sun Capital Advisers Trust
SC1 - Level 3	232,559	10.4300	2,425,382	-	2,425,382
SC1 - Level 4	126,487	10.4069	1,316,340	-	1,316,340
SC1 - Level 5	73,000	10.3916	758,585	-	758,585
SC1 - Level 6	31,417	10.3685	325,746	-	325,746
SC2 - Level 1	10,011	11.2106	112,228	-	112,228
SC2 - Level 3	143,772	11.1693	1,604,635	-	1,604,635
SC2 - Level 4	103,825	11.1445	1,157,080	-	1,157,080
SC2 - Level 5	123,731	11.1280	1,376,885	-	1,376,885
SC2 - Level 6	51,212	11.1033	568,626	-	568,626
SC3 - Level 3	30,739	11.8982	365,740	-	365,740
SC3 - Level 4	30,122	11.8719	357,608	-	357,608
SC3 - Level 5	17,129	11.8543	203,051	-	203,051
SC3 - Level 6	12,583	11.8280	148,832	-	148,832
SC4 - Level 3	11,121	6.6639	74,112	-	74,112
SC4 - Level 4	45,789	6.6491	304,989	-	304,989
SC4 - Level 5	20,433	6.6393	135,661	-	135,661
SC4 - Level 6	8,838	6.6245	58,549	-	58,549
SC5 - Level 3	116,419	9.1378	1,063,719	-	1,063,719

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of			Reserve for Variable Annuities	Total
	Deferred Variable Annuity Contracts
	Units	Unit Value	Value
Futurity Focus II Contracts - continued:
Sun Capital Advisers Trust - continued
SC5 - Level 4	120,165	$ 9.1175	$ 1,095,605	$ -	$ 1,095,605
SC5 - Level 5	68,862	9.1040	626,923	-	626,923
SC5 - Level 6	33,449	9.0838	303,845	-	303,845
SC6 - Level 3	12,583	8.0385	101,146	-	101,146
SC6 - Level 4	10,952	8.0207	87,841	-	87,841
SC6 - Level 5	7,497	8.0088	60,041	-	60,041
SC6 - Level 6	1,147	7.9910	9,165	-	9,165
SC7 - Level 3	105,249	8.6311	909,376	-	909,376
SC7 - Level 4	88,360	8.6120	760,955	-	760,955
SC7 - Level 5	113,695	8.5992	977,685	-	977,685
SC7 - Level 6	34,042	8.5801	292,082	-	292,082
SC8 - Level 3	23,035	10.3750	239,062	-	239,062
SC8 - Level 4	17,122	10.3520	177,244	-	177,244
SC8 - Level 5	29,998	10.3367	310,084	-	310,084
SC8 - Level 6	47,341	10.3137	488,265	-	488,265
SC9 - Level 3	28,687	10.8215	310,415	-	310,415
SC9 - Level 4	4,971	10.7975	53,671	-	53,671
SC9 - Level 5	8,365	10.7816	90,190	-	90,190
SC9 - Level 6	6,310	10.7576	67,884	-	67,884
SCA - Level 3	25,942	10.8216	280,352	-	280,352
SCA - Level 4	21,211	10.7976	229,026	-	229,026
SCA - Level 5	29,175	10.7816	314,549	-	314,549
SCA - Level 6	9,807	10.7576	105,503	-	105,503
SCB - Level 3	32,885	13.0068	427,833	-	427,833
SCB - Level 4	35,891	12.9779	465,798	-	465,798
SCB - Level 5	23,113	12.9587	299,509	-	299,509
SCB - Level 6	22,072	12.9300	285,392	-	285,392
SCC - Level 3	5,177	10.4747	54,229	-	54,229
SCC - Level 4	1,320	10.4515	13,791	-	13,791
SCC - Level 5	8,484	10.4360	88,542	-	88,542
SCC - Level 6	181	10.4129	1,890	-	1,890
SCD - Level 3	216	7.0852	1,529	-	1,529
SCD - Level 4	3,757	7.0780	26,602	-	26,602
SCD - Level 5	18,002	7.0731	127,328	-	127,328
SCD - Level 6	52,573	7.0659	371,474	-	371,474
SCE - Level 3	9,759	5.5130	53,841	-	53,841
SCE - Level 4	1,441	5.5074	7,936	-	7,936
SCE - Level 5	2,615	5.5036	14,393	-	14,393
SCF - Level 3	10,440	10.1419	105,853	-	105,853
SCF - Level 4	5,604	10.1316	56,776	-	56,776
SCF - Level 5	20,196	10.1247	204,475	-	204,475
SCF - Level 6	39,178	10.1144	396,261	-	396,261
SCG - Level 4	1,537	8.4927	13,048	-	13,048
SCG - Level 5	780	8.4870	6,623	-	6,623

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of			Reserve for Variable Annuities	Total
	Deferred Variable Annuity Contracts
	Units	Unit Value	Value
Futurity Focus II Contracts - continued:
Sun Capital Advisers Trust - continued
SCG - Level 6	209	$ 8.4783	$ 1,769	$ -	$ 1,769
SCH - Level 3	5,497	9.8024	53,882	-	53,882
SCH - Level 4	8,955	9.7925	87,695	-	87,695
SCH - Level 5	1,269	9.7858	12,423	-	12,423
SCH - Level 6	1,106	9.7758	10,814	-	10,814
SCI - Level 3	7,017	8.6664	60,804	-	60,804
SCI - Level 4	3,268	8.6575	28,291	-	28,291
SCI - Level 6	8,752	8.6428	75,641	-	75,641
			$69,106,597	$ -	$69,106,597

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of			Reserve for Variable Annuities	Total
	Deferred Variable Annuity Contracts
	Units	Unit Value	Value
Futurity III Contracts:
AIM Variable Insurance Fund, Inc.
AIM1 - Level 2	379,881	$ 5.7758	$ 2,194,533	$ -	$ 2,194,533
AIM1 - Level 3	39,978	5.7672	230,561	-	230,561
AIM1 - Level 4	669,179	5.7629	3,856,443	-	3,856,443
AIM1 - Level 5	820,958	5.7544	4,724,127	-	4,724,127
AIM1 - Level 6	241,464	5.7416	1,386,397	-	1,386,397
AIM2 - Level 1	21,694	4.5834	99,433	-	99,433
AIM2 - Level 2	313,354	4.5732	1,433,263	-	1,433,263
AIM2 - Level 4	468,504	4.5631	2,137,833	-	2,137,833
AIM2 - Level 5	791,166	4.5564	3,604,828	-	3,604,828
AIM2 - Level 6	193,714	4.5462	880,664	-	880,664
AIM3 - Level 1	4,321	6.0086	25,961	-	25,961
AIM3 - Level 2	260,270	5.9952	1,560,782	-	1,560,782
AIM3 - Level 3	96,947	5.9864	580,364	-	580,364
AIM3 - Level 4	630,672	5.9820	3,772,651	-	3,772,651
AIM3 - Level 5	1,207,738	5.9731	7,213,934	-	7,213,934
AIM3 - Level 6	420,993	5.9598	2,509,041	-	2,509,041
AIM4 - Level 1	29,884	5.9413	177,548	-	177,548
AIM4 - Level 2	481,488	5.9282	2,854,770	-	2,854,770
AIM4 - Level 3	31,298	5.9194	185,269	-	185,269
AIM4 - Level 4	557,746	5.9150	3,299,093	-	3,299,093
AIM4 - Level 5	939,317	5.9063	5,547,864	-	5,547,864
AIM4 - Level 6	453,866	5.8932	2,674,706	-	2,674,706
AIM5 - Level 2	23,949	8.8645	212,313	-	212,313
AIM5 - Level 4	53,149	8.8555	470,663	-	470,663
AIM5 - Level 5	45,520	8.8495	402,835	-	402,835
AIM5 - Level 6	89,762	8.8405	793,544	-	793,544
The Alger American Fund
AL1 - Level 1	25,344	6.7774	171,771	-	171,771
AL1 - Level 2	399,477	6.7624	2,702,059	-	2,702,059
AL1 - Level 3	160,859	6.7525	1,086,193	-	1,086,193
AL1 - Level 4	537,985	6.7475	3,630,033	-	3,630,033
AL1 - Level 5	2,158,184	6.7375	14,540,686	-	14,540,686
AL1 - Level 6	1,224,616	6.7225	8,232,484	-	8,232,484
AL2 - Level 1	11,908	7.5493	89,900	-	89,900
AL2 - Level 2	356,108	7.5326	2,682,592	-	2,682,592
AL2 - Level 3	28,769	7.5215	216,388	-	216,388
AL2 - Level 4	469,117	7.5159	3,525,834	-	3,525,834
AL2 - Level 5	802,944	7.5048	6,025,908	-	6,025,908
AL2 - Level 6	314,307	7.4881	2,353,567	-	2,353,567
AL3 - Level 2	94,917	4.8612	461,479	-	461,479
AL3 - Level 3	27,594	4.8540	133,939	-	133,939
AL3 - Level 4	144,086	4.8504	698,873	-	698,873
AL3 - Level 5	183,398	4.8432	888,231	-	888,231
AL3 - Level 6	67,320	4.8324	325,318	-	325,318

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of			Reserve for Variable Annuities	Total
	Deferred Variable Annuity Contracts
	Units	Unit Value	Value
Futurity III Contracts - continued:
Alliance Variable Products Series Fund, Inc.
AN1 - Level 2	87,748	$ 8.5665	$ 751,693	$ -	$ 751,693
AN1 - Level 4	52,608	8.5578	450,206	-	450,206
AN1 - Level 5	67,270	8.5520	575,293	-	575,293
AN1 - Level 6	109,465	8.5432	935,186	-	935,186
AN2 - Level 2	7,801	8.0855	63,081	-	63,081
AN2 - Level 4	14,921	8.0772	120,517	-	120,517
AN2 - Level 5	12,344	8.0717	99,636	-	99,636
AN2 - Level 6	22,464	8.0635	181,135	-	181,135
AN3 - Level 2	134,215	9.2743	1,244,281	41,269	1,285,550
AN3 - Level 3	18,765	9.2680	173,917	-	173,917
AN3 - Level 4	212,875	9.2649	1,972,254	-	1,972,254
AN3 - Level 5	143,364	9.2586	1,327,345	-	1,327,345
AN3 - Level 6	116,848	9.2491	1,080,743	-	1,080,743
AN4 - Level 2	8,433	8.5591	72,175	-	72,175
AN4 - Level 4	5,261	8.5504	44,983	-	44,983
AN4 - Level 5	565	8.5446	4,830	-	4,830
AN4 - Level 6	6,516	8.5359	55,622	-	55,622
AN5 - Level 2	44,891	9.4199	421,810	-	421,810
AN5 - Level 4	23,185	9.4103	218,176	-	218,176
AN5 - Level 5	1,506	9.4039	14,160	-	14,160
AN5 - Level 6	64	9.3944	601	-	601
Fidelity Variable Insurance Products Funds
FL1 - Level 2	37,502	9.4774	355,426	-	355,426
FL1 - Level 3	16,279	9.4710	154,176	-	154,176
FL1 - Level 4	31,603	9.4678	299,208	-	299,208
FL1 - Level 5	24,110	9.4614	228,118	-	228,118
FL1 - Level 6	39,015	9.4517	368,756	-	368,756
FL2 - Level 2	287,606	8.0560	2,316,975	-	2,316,975
FL2 - Level 3	28,489	8.0506	229,355	-	229,355
FL2 - Level 4	267,321	8.0478	2,151,353	-	2,151,353
FL2 - Level 5	363,758	8.0424	2,925,468	-	2,925,468
FL2 - Level 6	205,125	8.0342	1,648,006	-	1,648,006
FL3 - Level 2	298,052	8.6922	2,590,787	-	2,590,787
FL3 - Level 3	20,638	8.6863	179,271	-	179,271
FL3 - Level 4	365,485	8.6834	3,173,639	-	3,173,639
FL3 - Level 5	486,915	8.6775	4,225,190	-	4,225,190
FL3 - Level 6	243,391	8.6686	2,109,865	-	2,109,865
Goldman Sachs Variable Insurance Trust
GS1 - Level 2	197,802	5.5417	1,096,274	-	1,096,274
GS1 - Level 3	16,085	5.5335	89,009	-	89,009
GS1 - Level 4	185,484	5.5294	1,025,624	-	1,025,624
GS1 - Level 5	273,996	5.5213	1,512,803	-	1,512,803
GS1 - Level 6	133,773	5.5090	736,953	-	736,953
GS2 - Level 2	39,653	9.6146	381,266	22,755	404,021

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of			Reserve for Variable Annuities	Total
	Deferred Variable Annuity Contracts
	Units	Unit Value	Value
Futurity III Contracts - continued:
Goldman Sachs Variable Insurance Trust - continued
GS2 - Level 3	12,386	$ 9.6004	$ 118,912	$ -	$ 118,912
GS2 - Level 4	35,576	9.5933	341,294	-	341,294
GS2 - Level 5	48,145	9.5791	461,189	-	461,189
GS2 - Level 6	13,565	9.5579	129,655	-	129,655
GS3 - Level 2	92,005	7.5870	698,078	26,165	724,243
GS3 - Level 3	26,656	7.5758	201,939	-	201,939
GS3 - Level 4	126,497	7.5702	957,607	-	957,607
GS3 - Level 5	179,696	7.5590	1,358,314	-	1,358,314
GS3 - Level 6	44,344	7.5422	334,453	-	334,453
GS4 - Level 2	20,872	8.1452	170,009	26,006	196,015
GS4 - Level 4	26,366	8.1272	214,282	-	214,282
GS4 - Level 5	27,033	8.1152	219,378	-	219,378
GS4 - Level 6	6,665	8.0972	53,968	-	53,968
GS5 - Level 2	49,453	6.6221	327,542	-	327,542
GS5 - Level 3	43,801	6.6124	289,629	-	289,629
GS5 - Level 4	104,655	6.6075	691,505	-	691,505
GS5 - Level 5	93,954	6.5977	619,877	-	619,877
GS5 - Level 6	28,203	6.5830	185,663	-	185,663
GS6 - Level 2	3,334	7.2179	24,068	-	24,068
GS6 - Level 4	10,953	7.2105	78,978	-	78,978
GS6 - Level 5	5,984	7.2056	43,118	-	43,118
GS6 - Level 6	11,737	7.1982	84,482	-	84,482
GS7 - Level 2	19,056	8.8312	168,264	-	168,264
GS7 - Level 4	3,080	8.8222	27,170	-	27,170
GS7 - Level 5	18,588	8.8162	163,873	-	163,873
GS7 - Level 6	10,733	8.8072	94,524	-	94,524
INVESCO Variable Investment Funds, Inc.
IV1 - Level 2	23,033	8.0799	186,141	-	186,141
IV1 - Level 4	17,852	8.0717	144,099	-	144,099
IV1 - Level 5	32,812	8.0662	264,666	-	264,666
IV1 - Level 6	25,642	8.0579	206,624	-	206,624
IV2 - Level 2	8,770	8.8523	77,639	-	77,639
IV2 - Level 4	15,651	8.8433	138,404	-	138,404
IV2 - Level 5	13,895	8.8373	122,790	-	122,790
IV2 - Level 6	20,911	8.8282	184,610	-	184,610
J.P. Morgan Series Trust II
JP1 - Level 2	39,737	7.4950	297,860	-	297,860
JP1 - Level 3	15,284	7.4840	114,388	26,222	140,610
JP1 - Level 4	74,037	7.4784	553,680	-	553,680
JP1 - Level 5	99,222	7.4673	740,924	-	740,924
JP1 - Level 6	26,693	7.4508	198,881	-	198,881
JP2 - Level 2	29,235	6.8512	200,130	-	200,130
JP2 - Level 3	26,080	6.8411	178,415	-	178,415
JP2 - Level 4	46,728	6.8361	319,433	-	319,433

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of			Reserve for Variable Annuities	Total
	Deferred Variable Annuity Contracts
	Units	Unit Value	Value
Futurity III Contracts - continued:
J.P. Morgan Series Trust II - continued
JP2 - Level 5	57,921	$ 6.8260	$ 395,364	$ -	$ 395,364
JP2 - Level 6	8,742	6.8108	59,538	-	59,538
JP3 - Level 2	30,980	7.7531	240,223	-	240,223
JP3 - Level 3	13,334	7.7417	103,231	-	103,231
JP3 - Level 4	52,275	7.7359	404,393	-	404,393
JP3 - Level 5	46,314	7.7245	357,753	-	357,753
JP3 - Level 6	26,276	7.7073	202,514	-	202,514
Lord Abbett Series Fund, Inc.
LA1 - Level 1	8,430	10.5572	89,001	-	89,001
LA1 - Level 2	938,638	10.5339	9,887,893	26,995	9,914,888
LA1 - Level 3	89,640	10.5183	942,863	-	942,863
LA1 - Level 4	817,059	10.5106	8,587,754	-	8,587,754
LA1 - Level 5	1,464,629	10.4950	15,371,317	-	15,371,317
LA1 - Level 6	826,140	10.4718	8,651,137	-	8,651,137
LA2 - Level 2	236,647	10.3895	2,458,741	42,383	2,501,124
LA2 - Level 3	5,016	10.3825	52,082	-	52,082
LA2 - Level 4	222,090	10.3790	2,305,070	-	2,305,070
LA2 - Level 5	278,605	10.3719	2,889,676	-	2,889,676
LA2 - Level 6	224,494	10.3614	2,326,061	-	2,326,061
LA3 - Level 2	5,865	7.8879	46,256	-	46,256
LA3 - Level 4	2,053	7.8799	16,178	-	16,178
LA3 - Level 5	17,921	7.8745	141,117	-	141,117
LA3 - Level 6	4,349	7.8665	34,212	-	34,212
MFS/Sun Life Series Trust
CAS - Level 1	26,572	5.7504	152,802	-	152,802
CAS - Level 2	162,028	5.7376	929,659	-	929,659
CAS - Level 3	31,811	5.7292	182,249	-	182,249
CAS - Level 4	294,659	5.7249	1,687,185	-	1,687,185
CAS - Level 5	336,923	5.7164	1,925,997	-	1,925,997
CAS - Level 6	250,825	5.7037	1,430,638	-	1,430,638
EGS - Level 2	311,245	5.0220	1,563,619	-	1,563,619
EGS - Level 3	56,830	5.0146	284,981	-	284,981
EGS - Level 4	535,421	5.0109	2,682,937	-	2,682,937
EGS - Level 5	917,386	5.0035	4,590,111	-	4,590,111
EGS - Level 6	284,473	4.9923	1,420,187	-	1,420,187
GSS - Level 1	14,995	11.3934	170,844	-	170,844
GSS - Level 2	270,870	11.3682	3,075,528	-	3,075,528
GSS - Level 4	277,396	11.3431	3,146,526	-	3,146,526
GSS - Level 5	427,114	11.3264	4,837,642	-	4,837,642
GSS - Level 6	241,877	11.3012	2,733,511	-	2,733,511
HYS - Level 2	286,880	9.2504	2,646,425	-	2,646,425
HYS - Level 3	11,033	9.2367	101,911	-	101,911
HYS - Level 4	296,337	9.2299	2,735,162	-	2,735,162
HYS - Level 5	443,200	9.2163	4,084,647	-	4,084,647

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of			Reserve for Variable Annuities	Total
	Deferred Variable Annuity Contracts
	Units	Unit Value	Value
Futurity III Contracts - continued:
MFS/Sun Life Series Trust - continued
HYS - Level 6	150,241	$ 9.1958	$ 1,381,586	$ -	$ 1,381,586
M1A - Level 2	38,803	10.3117	400,080	-	400,080
M1A - Level 4	34,846	10.3063	359,129	-	359,129
M1A - Level 5	20,876	10.3027	215,082	-	215,082
M1A - Level 6	60,891	10.2973	627,015	-	627,015
M1B - Level 2	65,312	9.7790	638,623	-	638,623
M1B - Level 4	33,764	9.7739	330,006	-	330,006
M1B - Level 5	24,800	9.7705	242,303	-	242,303
M1B - Level 6	73,389	9.7653	716,669	-	716,669
MFC - Level 2	39,706	9.8907	392,688	-	392,688
MFC - Level 4	44,929	9.8856	444,150	-	444,150
MFC - Level 5	25,151	9.8821	248,544	-	248,544
MFC - Level 6	50,617	9.8769	499,941	-	499,941
MFD - Level 2	12,482	9.7249	121,423	-	121,423
MFD - Level 4	13,292	9.7198	129,191	-	129,191
MFD - Level 5	6,533	9.7164	63,480	-	63,480
MFD - Level 6	25,479	9.7113	247,437	-	247,437
MFE - Level 2	29,888	8.9330	266,893	-	266,893
MFE - Level 4	74,789	8.9283	667,736	-	667,736
MFE - Level 5	15,720	8.9252	140,304	-	140,304
MFE - Level 6	59,417	8.9204	530,027	-	530,027
MFF - Level 2	22,622	9.7174	219,850	-	219,850
MFF - Level 4	8,995	9.7123	87,367	-	87,367
MFF - Level 5	8,920	9.7089	86,603	-	86,603
MFF - Level 6	11,204	9.7038	108,726	-	108,726
MFJ - Level 2	113,662	9.9714	1,133,564	-	1,133,564
MFJ - Level 4	131,011	9.9661	1,305,669	-	1,305,669
MFJ - Level 5	88,166	9.9626	878,365	-	878,365
MFJ - Level 6	121,906	9.9574	1,213,870	-	1,213,870
MFK - Level 2	90,021	10.1238	911,143	-	911,143
MFK - Level 4	57,095	10.1185	577,716	-	577,716
MFK - Level 5	20,626	10.1149	208,632	-	208,632
MFK - Level 6	55,223	10.1096	558,279	-	558,279
MFL - Level 2	35,068	9.6743	339,249	-	339,249
MFL - Level 3	7,108	9.6709	68,736	-	68,736
MFL - Level 4	12,603	9.6692	121,862	-	121,862
MFL - Level 5	19,810	9.6659	191,481	-	191,481
MFL - Level 6	37,370	9.6608	361,025	-	361,025
MIS - Level 1	41,073	6.3791	262,007	-	262,007
MIS - Level 2	616,866	6.3649	3,923,487	-	3,923,487
MIS - Level 3	41,225	6.3556	262,011	-	262,011
MIS - Level 4	689,060	6.3508	4,376,116	-	4,376,116
MIS - Level 5	1,304,066	6.3414	8,269,663	-	8,269,663
MIS - Level 6	430,921	6.3274	2,726,589	-	2,726,589

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of			Reserve for Variable Annuities	Total
	Deferred Variable Annuity Contracts
	Units	Unit Value	Value
Futurity III Contracts - continued:
MFS/Sun Life Series Trust - continued
MIT - Level 2	295,421	$ 7.9920	$ 2,359,090	$ 25,723	$ 2,384,813
MIT - Level 3	8,601	7.9802	68,638	-	68,638
MIT - Level 4	296,698	7.9743	2,365,951	-	2,365,951
MIT - Level 5	710,653	7.9625	5,658,560	-	5,658,560
MIT - Level 6	216,653	7.9448	1,721,269	-	1,721,269
NWD - Level 1	15,576	8.0769	125,803	-	125,803
NWD - Level 2	287,902	8.0590	2,319,943	-	2,319,943
NWD - Level 3	74,268	8.0471	597,641	-	597,641
NWD - Level 4	317,109	8.0411	2,549,912	-	2,549,912
NWD - Level 5	520,697	8.0292	4,180,785	-	4,180,785
NWD - Level 6	262,121	8.0114	2,099,955	-	2,099,955
TRS - Level 1	26,038	11.1223	289,604	-	289,604
TRS - Level 2	354,901	11.0978	3,936,339	41,306	3,977,645
TRS - Level 3	21,495	11.0814	238,195	-	238,195
TRS - Level 4	340,045	11.0732	3,765,401	-	3,765,401
TRS - Level 5	608,471	11.0569	6,727,782	-	6,727,782
TRS - Level 6	156,762	11.0324	1,729,456	-	1,729,456
UTS - Level 2	251,743	7.2508	1,823,395	-	1,823,395
UTS - Level 3	51,498	7.2401	372,851	-	372,851
UTS - Level 4	467,748	7.2347	3,384,025	-	3,384,025
UTS - Level 5	607,648	7.2240	4,389,657	-	4,389,657
UTS - Level 6	225,695	7.2080	1,626,807	-	1,626,807
Rydex Variable Trust
RX1 - Level 4	5,319	8.2657	43,964	-	43,964
RX1 - Level 5	5,830	8.2601	48,158	-	48,158
RX2 - Level 2	3,110	7.9510	24,728	-	24,728
RX2 - Level 4	12,073	7.9429	95,897	-	95,897
RX2 - Level 5	112,079	7.9375	889,648	-	889,648
RX2 - Level 6	17,937	7.9294	142,227	-	142,227
Sun Capital Advisers Trust
SC1 - Level 1	16,107	10.4918	168,996	-	168,996
SC1 - Level 2	1,065,639	10.4686	11,154,952	-	11,154,952
SC1 - Level 3	18,208	10.4532	190,336	-	190,336
SC1 - Level 4	703,047	10.4455	7,343,667	-	7,343,667
SC1 - Level 5	1,364,951	10.4300	14,236,505	-	14,236,505
SC1 - Level 6	354,369	10.4069	3,687,897	-	3,687,897
SC2 - Level 2	534,772	11.2106	5,989,151	-	5,989,151
SC2 - Level 3	22,984	11.1940	257,278	-	257,278
SC2 - Level 4	677,168	11.1858	7,574,661	-	7,574,661
SC2 - Level 5	712,079	11.1693	7,953,388	-	7,953,388
SC2 - Level 6	441,906	11.1445	4,924,823	-	4,924,823
SC3 - Level 2	168,551	11.9422	2,013,510	21,300	2,034,810
SC3 - Level 3	2,594	11.9247	30,931	-	30,931
SC3 - Level 4	165,018	11.9158	1,966,330	-	1,966,330

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of			Reserve for Variable Annuities	Total
	Deferred Variable Annuity Contracts
	Units	Unit Value	Value
Futurity III Contracts - continued:
Sun Capital Advisers Trust - continued
SC3 - Level 5	156,630	$11.8982	$ 1,863,625	$ -	$ 1,863,625
SC3 - Level 6	78,541	11.8719	932,423	-	932,423
SC4 - Level 2	64,010	6.6886	431,747	-	431,747
SC4 - Level 3	24,368	6.6787	162,750	-	162,750
SC4 - Level 4	60,773	6.6738	405,586	-	405,586
SC4 - Level 5	148,827	6.6639	991,767	-	991,767
SC4 - Level 6	43,345	6.6491	288,206	-	288,206
SC5 - Level 1	14,095	9.1920	129,561	-	129,561
SC5 - Level 2	442,707	9.1716	4,059,863	44,229	4,104,092
SC5 - Level 3	108,912	9.1581	997,428	-	997,428
SC5 - Level 4	582,452	9.1513	5,330,192	-	5,330,192
SC5 - Level 5	686,607	9.1378	6,274,058	-	6,274,058
SC5 - Level 6	274,202	9.1175	2,500,035	-	2,500,035
SC6 - Level 2	45,364	8.0683	365,914	26,170	392,084
SC6 - Level 3	11,266	8.0564	90,763	-	90,763
SC6 - Level 4	29,371	8.0505	236,449	-	236,449
SC6 - Level 5	44,573	8.0385	358,305	-	358,305
SC6 - Level 6	13,545	8.0207	108,638	-	108,638
SC7 - Level 1	10,218	8.6823	88,717	-	88,717
SC7 - Level 2	427,069	8.6631	3,704,562	26,309	3,730,871
SC7 - Level 3	28,030	8.6503	242,470	-	242,470
SC7 - Level 4	335,924	8.6439	2,903,690	-	2,903,690
SC7 - Level 5	841,886	8.6311	7,266,396	-	7,266,396
SC7 - Level 6	488,789	8.6120	4,209,431	-	4,209,431
SC8 - Level 2	72,996	10.4134	760,139	26,551	786,690
SC8 - Level 4	134,726	10.3904	1,400,027	-	1,400,027
SC8 - Level 5	107,062	10.3750	1,110,768	-	1,110,768
SC8 - Level 6	52,939	10.3520	548,024	-	548,024
SC9 - Level 2	27,578	10.8615	299,542	20,402	319,944
SC9 - Level 4	72,920	10.8375	790,344	-	790,344
SC9 - Level 5	56,309	10.8215	609,352	-	609,352
SC9 - Level 6	22,837	10.7975	246,582	-	246,582
SCA - Level 2	135,022	10.8616	1,464,516	44,861	1,509,377
SCA - Level 3	11,156	10.8456	120,997	-	120,997
SCA - Level 4	166,943	10.8376	1,809,262	-	1,809,262
SCA - Level 5	201,210	10.8216	2,177,413	-	2,177,413
SCA - Level 6	147,928	10.7976	1,597,264	-	1,597,264
SCB - Level 2	169,141	13.0549	2,208,626	22,614	2,231,240
SCB - Level 3	13,236	13.0357	172,544	-	172,544
SCB - Level 4	180,163	13.0260	2,346,809	-	2,346,809
SCB - Level 5	183,767	13.0068	2,390,213	-	2,390,213
SCB - Level 6	94,796	12.9779	1,230,256	-	1,230,256
SCC - Level 2	47,493	10.5134	499,362	20,219	519,581
SCC - Level 4	35,885	10.4902	376,445	-	376,445

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of			Reserve for Variable Annuities		Total
	Deferred Variable Annuity Contracts
	Units	Unit Value	Value
Futurity III Contracts - continued:
Sun Capital Advisers Trust - continued
SCC - Level 5	14,747	$10.4747	$ 154,467		$ -	$ 154,467
SCC - Level 6	9,400	10.4515	98,245		-	98,245
SCD - Level 2	11,348	7.0973	80,543		-	80,543
SCD - Level 4	13,185	7.0900	93,481		-	93,481
SCD - Level 5	118,706	7.0852	841,005		-	841,005
SCD - Level 6	25,390	7.0780	179,708		-	179,708
SCE - Level 2	7,957	5.5224	43,941		-	43,941
SCE - Level 4	6,995	5.5167	38,617		-	38,617
SCE - Level 5	8,661	5.5130	47,749		-	47,749
SCE - Level 6	6,635	5.5074	36,539		-	36,539
SCF - Level 2	33,355	10.1591	338,855		-	338,855
SCF - Level 4	42,948	10.1488	435,872		-	435,872
SCF - Level 5	67,484	10.1419	684,435		-	684,435
SCF - Level 6	37,154	10.1316	376,428		-	376,428
SCG - Level 2	9,910	8.5158	84,392		-	84,392
SCG - Level 4	8,316	8.5072	70,747		-	70,747
SCG - Level 5	20,071	8.5014	170,534		-	170,534
SCG - Level 6	4,908	8.4927	41,685		-	41,685
SCH - Level 2	13,372	9.8191	131,303		-	131,303
SCH - Level 4	10,077	9.8091	98,843		-	98,843
SCH - Level 5	20,082	9.8024	196,851		-	196,851
SCH - Level 6	20,692	9.7925	202,693		-	202,693
SCI - Level 2	48,241	8.6811	418,796		-	418,796
SCI - Level 4	19,765	8.6723	171,404		-	171,404
SCI - Level 5	12,453	8.6664	107,924		-	107,924
SCI - Level 6	21,044	8.6575	182,192		-	182,192
			$475,481,964		$ 531,479	$476,013,443

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of Deferred Variable Annuity Contracts						Reserve for Variable Annuities		Total
	Units	Unit Value		Value
Futurity Select Four Contracts:
AIM Variable Insurance Fund, Inc.
AIM1 - Level 3	17,577	$	6.2362		$	109,614	$	-	$	109,614
AIM1 - Level 4	22,524		6.2252			140,214		-		140,214
AIM1 - Level 5	57,874		6.2179			359,729		-		359,729
AIM1 - Level 6	33,456		6.2070			207,660		-		207,660
AIM2 - Level 3	10,663		5.4276			57,872		-		57,872
AIM2 - Level 4	31,298		5.4181			169,574		-		169,574
AIM2 - Level 5	50,634		5.4117			274,029		-		274,029
AIM2 - Level 6	15,311		5.4022			82,712		-		82,712
AIM3 - Level 3	26,173		6.5364			171,077		-		171,077
AIM3 - Level 4	18,507		6.5249			120,758		-		120,758
AIM3 - Level 5	56,119		6.5173			365,782		-		365,782
AIM3 - Level 6	45,595		6.5058			296,630		-		296,630
AIM4 - Level 2	34,454		7.0240			242,002		-		242,002
AIM4 - Level 3	80,540		7.0157			564,933		-		564,933
AIM4 - Level 4	80,251		7.0034			562,033		-		562,033
AIM4 - Level 5	143,895		6.9953			1,006,583		-		1,006,583
AIM4 - Level 6	71,795		6.9829			501,338		-		501,338
AIM5 - Level 3	2,874		8.8525			25,445		-		25,445
AIM5 - Level 4	10,551		8.8435			93,307		-		93,307
AIM5 - Level 5	10,731		8.8375			94,831		-		94,831
AIM5 - Level 6	5,092		8.8285			44,950		-		44,950
The Alger American Fund
AL1 - Level 3 .	36,584		7.7254			282,627		-		282,627
AL1 - Level 4 .	46,072		7.7118			355,297		-		355,297
AL1 - Level 5 .	91,304		7.7028			703,292		-		703,292
AL1 - Level 6 .	34,241		7.6893			263,292		-		263,292
AL2 - Level 3 .	66,315		8.1341			539,411		36,681		576,092
AL2 - Level 4 .	22,578		8.1198			183,332		-		183,332
AL2 - Level 5 .	137,826		8.1103			1,117,887		-		1,117,887
AL2 - Level 6 .	117,936		8.0961			954,823		-		954,823
AL3 - Level 3 .	3,007		5.9576			17,916		-		17,916
AL3 - Level 4 .	6,911		5.9471			41,101		-		41,101
AL3 - Level 5 .	20,591		5.9401			122,326		-		122,326
AL3 - Level 6 .	16,144		5.9297			95,731		-		95,731
Alliance Variable Products Series Fund, Inc.
AN1 - Level 3 .	39,577		8.5549			338,572		-		338,572
AN1 - Level 4 .	5,874		8.5462			50,198		-		50,198
AN1 - Level 5 .	9,430		8.5403			80,538		-		80,538
AN1 - Level 6 .	9,982		8.5316			85,163		-		85,163
AN2 - Level 3 .	9,512		8.0745			76,806		-		76,806
AN2 - Level 4 .	6,879		8.0662			55,489		-		55,489
AN2 - Level 5 .	14,350		8.0608			115,671		-		115,671
AN2 - Level 6 .	6,845		8.0525			55,120		-		55,120
AN3 - Level 3 .	54,984		9.2617			509,240		-		509,240

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of Deferred Variable Annuity Contracts						Reserve for Variable Annuities			Total
	Units	Unit Value		Value
Futurity Select Four Contracts - continued:
Alliance Variable Products Series Fund, Inc. - continued
AN3 - Level 4	56,140	$	9.2523	$	519,426	$		-	$	519,426
AN3 - Level 5	38,677		9.2460		357,608			-		357,608
AN3 - Level 6	58,789		9.2365		543,004			-		543,004
AN4 - Level 3	54		8.5475		459			-		459
AN4 - Level 4	301		8.5388		2,571			-		2,571
AN4 - Level 5	1,378		8.5330		11,758			-		11,758
AN4 - Level 6	1,035		8.5242		8,825			-		8,825
AN5 - Level 3	192		9.4071		1,807			-		1,807
AN5 - Level 5	679		9.3947		6,379			-		6,379
Fidelity Variable Insurance Products Funds
FL1 - Level 3	3,060		9.4646		28,964			-		28,964
FL1 - Level 4	1,909		9.4550		18,052			-		18,052
FL1 - Level 5	19,047		9.4485		179,970			-		179,970
FL1 - Level 6	7,451		9.4389		70,331			-		70,331
FL2 - Level 3	29,970		8.0451		241,110			-		241,110
FL2 - Level 4	40,486		8.0369		325,379			-		325,379
FL2 - Level 5	76,565		8.0314		614,926			-		614,926
FL2 - Level 6	60,172		8.0232		482,776			-		482,776
FL3 - Level 3	37,638		8.6804		326,712			-		326,712
FL3 - Level 4	43,204		8.6716		374,645			-		374,645
FL3 - Level 5	82,006		8.6657		710,630			-		710,630
FL3 - Level 6	70,911		8.6568		613,866			-		613,866
Goldman Sachs Variable Insurance Trust
GS1 - Level 3	12,016		6.3108		75,831			-		75,831
GS1 - Level 4	8,601		6.2997		54,181			-		54,181
GS1 - Level 5	40,404		6.2923		254,241			-		254,241
GS1 - Level 6	32,169		6.2812		202,062			-		202,062
GS2 - Level 3	2,396		10.1177		24,243			-		24,243
GS2 - Level 4	2,983		10.1000		30,131			-		30,131
GS2 - Level 5	4,751		10.0882		47,931			-		47,931
GS2 - Level 6	4,954		10.0705		49,885			-		49,885
GS3 - Level 3	28,867		7.9605		229,807			-		229,807
GS3 - Level 4	16,410		7.9466		130,404			-		130,404
GS3 - Level 5	32,602		7.9373		258,773			-		258,773
GS3 - Level 6	4,174		7.9234		33,069			-		33,069
GS4 - Level 3	413		8.4605		3,497			-		3,497
GS4 - Level 4	4,853		8.4457		40,992			-		40,992
GS4 - Level 5	2,517		8.4358		21,231			-		21,231
GS5 - Level 3	589		7.4181		4,366			-		4,366
GS5 - Level 4	9,386		7.4050		69,504			-		69,504
GS5 - Level 5	16,738		7.3964		123,812			-		123,812
GS5 - Level 6	8,492		7.3834		62,702			-		62,702
GS6 - Level 3	1,105		7.2081		7,966			-		7,966
GS6 - Level 5	5,773		7.1958		41,543			-		41,543

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of Deferred Variable Annuity Contracts						Reserve for Variable Annuities			Total
	Units	Unit Value			Value
Futurity Select Four Contracts - continued:
Goldman Sachs Variable Insurance Trust - continued
GS7 - Level 3 .	2,348	$	8.8192	$		20,709	$	-	$	20,709
GS7 - Level 4 .	4,605		8.8102			40,575		-		40,575
GS7 - Level 5 .	7,174		8.8042			63,163		-		63,163
GS7 - Level 6 .	1,111		8.7952			9,770		-		9,770
INVESCO Variable Investment Funds, Inc.
IV1 - Level 3 .. .	534		8.0689			4,311		-		4,311
IV1 - Level 4 .. .	723		8.0607			5,827		-		5,827
IV1 - Level 5 .. .	1,078		8.0552			8,684		-		8,684
IV1 - Level 6 .. .	1,513		8.0470			12,177		-		12,177
IV2 - Level 3 .. .	574		8.8403			5,070		-		5,070
IV2 - Level 4 .. .	922		8.8313			8,138		-		8,138
IV2 - Level 6 .. .	531		8.8162			4,682		-		4,682
J.P. Morgan Series Trust II
JP1 - Level 3 .	1,233		8.0388			9,909		-		9,909
JP1 - Level 4 .. .	8,539		8.0247			68,521		-		68,521
JP1 - Level 5 .. .	2,285		8.0153			18,318		-		18,318
JP2 - Level 3 .. .	2,926		7.6871			22,495		-		22,495
JP2 - Level 4 .. .	5,171		7.6736			39,682		-		39,682
JP2 - Level 5 .. .	11,443		7.6646			87,709		-		87,709
JP2 - Level 6 .. .	3,661		7.6512			28,014		-		28,014
JP3 - Level 3 .. .	2,019		8.4136			16,984		-		16,984
JP3 - Level 4 .. .	526		8.3989			4,418		-		4,418
JP3 - Level 5.. .	18,470		8.3890			154,947		-		154,947
JP3 - Level 6.. .	7,915		8.3743			66,284		-		66,284
Lord Abbett Series Fund, Inc.
LA1 - Level 2.. .	47,997		9.8821			474,309		-		474,309
LA1 - Level 3.. .	148,540		9.8706			1,466,236		-		1,466,236
LA1 - Level 4.. .	147,059		9.8533			1,449,023		-		1,449,023
LA1 - Level 5.. .	262,961		9.8418			2,588,012		-		2,588,012
LA1 - Level 6..	195,122		9.8245			1,916,980		-		1,916,980
LA2 - Level 3	42,693		10.3755			442,962		-		442,962
LA2 - Level 4	47,923		10.3649			496,713		-		496,713
LA2 - Level 5	53,938		10.3578			558,684		-		558,684
LA2 - Level 6.	70,909		10.3473			733,711		-		733,711
LA3 - Level 3.	2,037		7.8772			16,045		-		16,045
LA3 - Level 4.	338		7.8692			2,659		-		2,659
LA3 - Level 5.	1,534		7.8638			12,060		-		12,060
LA3 - Level 6.	2,410		7.8558			18,933		-		18,933
MFS/Sun Life Series Trust
CAS - Level 3.	6,121		6.4597			39,538		-		39,538
CAS - Level 4.	18,393		6.4484			118,624		-		118,624
CAS - Level 5.	23,573		6.4408			151,832		-		151,832
CAS - Level 6.	1,347		6.4295			8,658		-		8,658
EGS - Level 3.	22,909		5.6615			129,700		35,582		165,282

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

,	Applicable to Owners of Deferred Variable Annuity Contracts						Reserve for Variable Annuities		Total
	Units	Unit Value			Value
Futurity Select Four Contracts - continued:
MFS/Sun Life Series Trust - continued
EGS - Level 4	23,521	$	5.6516	$		132,932	$	-	$	132,932
EGS - Level 5	65,735		5.6449			370,410		-		370,410
EGS - Level 6	16,332		5.6350			92,032		-		92,032
GSS - Level 3	67,676		10.9920			743,945		-		743,945
GSS - Level 4	10,393		10.9728			114,043		-		114,043
GSS - Level 5	46,635		10.9600			511,115		-		511,115
GSS - Level 6	44,943		10.9408			491,711		-		491,711
HYS - Level 2	4,909		9.7683			47,949		-		47,949
HYS - Level 3	55,185		9.7569			538,582		-		538,582
HYS - Level 4	22,057		9.7399			214,827		-		214,827
HYS - Level 5	78,954		9.7285			768,099		-		768,099
HYS - Level 6	49,592		9.7114			481,610		-		481,610
M1A - Level 3	3,254		10.3045			33,532		-		33,532
M1A - Level 4	14,844		10.2991			152,890		-		152,890
M1A - Level 5	12,297		10.2955			126,608		-		126,608
M1A - Level 6	18,952		10.2900			195,021		-		195,021
M1B - Level 3	21,606		9.7722			211,139		-		211,139
M1B - Level 4	26,314		9.7670			257,032		-		257,032
M1B - Level 5	15,609		9.7636			152,400		-		152,400
M1B - Level 6	13,417		9.7585			130,931		-		130,931
MFC - Level 3	40,354		9.8838			398,817		-		398,817
MFC - Level 4	22,743		9.8786			224,670		-		224,670
MFC - Level 5	8,578		9.8752			84,709		-		84,709
MFC - Level 6	22,659		9.8700			223,642		-		223,642
MFD - Level 3	538		9.7181			5,226		-		5,226
MFD - Level 4	2,120		9.7130			20,590		-		20,590
MFD - Level 6	6,719		9.7044			65,211		-		65,211
MFE - Level 3	20,607		8.9267			183,912		-		183,912
MFE - Level 4	6,304		8.9220			56,245		-		56,245
MFE - Level 5	7,610		8.9189			67,872		-		67,872
MFE - Level 6	9,531		8.9142			84,965		-		84,965
MFF - Level 3	1,422		9.7106			13,805		-		13,805
MFF - Level 4	377		9.7055			3,662		-		3,662
MFF - Level 5	639		9.7021			6,197		-		6,197
MFF - Level 6	3,067		9.6970			29,745		-		29,745
MFJ - Level 3	43,293		9.9644			431,434		-		431,434
MFJ - Level 4	23,132		9.9591			230,374		-		230,374
MFJ - Level 5	18,524		9.9556			184,417		-		184,417
MFJ - Level 6	45,262		9.9504			450,376		-		450,376
MFK - Level 3	31,091		10.1167			314,542		-		314,542
MFK - Level 4	26,741		10.1114			270,388		-		270,388
MFK - Level 5	13,390		10.1078			135,343		-		135,343
MFK - Level 6	53,307		10.1025			538,503		-		538,503
MFL - Level 3	16,618		9.6676			160,648		-		160,648

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of Deferred Variable Annuity Contracts						Reserve for Variable Annuities			Total
	Units	Unit Value			Value
Futurity Select Four Contracts - continued:
MFS/Sun Life Series Trust - continued
MFL - Level 4.	11,546	$	9.6625	$		111,568	$	-	$	111,568
MFL - Level 5.	5,998		9.6591			57,931		-		57,931
MFL - Level 6.	15,711		9.6540			151,678		-		151,678
MIS - Level 2 ..	44,873		6.6455			298,203		-		298,203
MIS - Level 3 ..	71,419		6.6377			474,064		19,373		493,437
MIS - Level 4 ..	68,514		6.6261			453,981		-		453,981
MIS - Level 5 ..	264,169		6.6183			1,748,379		-		1,748,379
MIS - Level 6 ..	40,410		6.6067			266,976		-		266,976
MIT - Level 3 ..	52,609		8.0800			425,080		56,357		481,437
MIT - Level 4 ..	40,816		8.0658			329,211		-		329,211
MIT - Level 5 ..	111,189		8.0564			895,693		-		895,693
MIT - Level 6 ..	37,068		8.0422			298,111		-		298,111
NWD - Level 2.	26,818		8.5925			230,437		-		230,437
NWD - Level 3.	30,528		8.5825			262,008		-		262,008
NWD - Level 4.	29,731		8.5674			254,716		-		254,716
NWD - Level 5.	92,334		8.5574			790,114		-		790,114
NWD - Level 6.	9,134		8.5424			78,025		-		78,025
TRS - Level 3 ..	54,791		10.2926			563,948		-		563,948
TRS - Level 4 ..	20,973		10.2746			215,486		-		215,486
TRS - Level 5 ..	95,477		10.2626			979,725		-		979,725
TRS - Level 6 ..	77,319		10.2447			792,110		-		792,110
UTS - Level 3 ..	8,877		7.3870			65,575		-		65,575
UTS - Level 4 ..	25,983		7.3741			191,597		-		191,597
UTS - Level 5 ..	38,935		7.3655			286,692		-		286,692
UTS - Level 6 ..	11,720		7.3525			86,168		-		86,168
Rydex Variable Trust
RX1 - Level 3 ..	396		8.2629			3,276		-		3,276
RX1 - Level 6 ..	315		8.2404			2,594		-		2,594
RX2 - Level 3 ..	108		7.9402			855		-		855
RX2 - Level 4 ..	713		7.9321			5,642		-		5,642
RX2 - Level 5 ..	80		7.9267			633		-		633
RX2 - Level 6 ..	69		7.9186			544		-		544
Sun Capital Advisers Trust
SC1 - Level 2 ..	20,711		10.3025			213,371		-		213,371
SC1 - Level 3 ..	81,044		10.2904			833,974		-		833,974
SC1 - Level 4 ..	25,925		10.2724			266,317		-		266,317
SC1 - Level 5 ..	118,544		10.2604			1,216,190		-		1,216,190
SC1 - Level 6 ..	76,212		10.2424			780,601		-		780,601
SC2 - Level 2 ..	27,804		10.9266			303,799		-		303,799
SC2 - Level 3 ..	82,067		10.9139			895,669		-		895,669
SC2 - Level 4 ..	72,799		10.8948			793,127		-		793,127
SC2 - Level 5 ..	120,851		10.8821			1,314,838		-		1,314,838
SC2 - Level 6 ..	98,737		10.8630			1,072,581		-		1,072,581
SC3 - Level 2 ..	4,636		12.1881			56,504		-		56,504

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of Deferred Variable Annuity Contracts							Reserve for Variable Annuities				Total
	Units		Unit Value			Value
Futurity Select Four Contracts - continued:
Sun Capital Advisers Trust - continued
SC3 - Level 3	10,385	$		12.1739	$		126,429		$	-	$	126,429
SC3 - Level 4	13,752			12.1526			167,122			-		167,122
SC3 - Level 5	22,211			12.1385			269,565			-		269,565
SC3 - Level 6	17,654			12.1172			213,913			-		213,913
SC4 - Level 3	8,550			7.6143			65,104			-		65,104
SC4 - Level 4	13,565			7.6010			103,108			-		103,108
SC4 - Level 5	16,814			7.5921			128,158			-		128,158
SC4 - Level 6	7,899			7.5788			59,864			-		59,864
SC5 - Level 2	6,661			9.0144			60,049			-		60,049
SC5 - Level 3	42,463			9.0038			382,330			38,641		420,971
SC5 - Level 4	47,917			8.9881			430,682			-		430,682
SC5 - Level 5	113,611			8.9776			1,019,211			-		1,019,211
SC5 - Level 6	57,759			8.9618			517,621			-		517,621
SC6 - Level 3	7,071			8.4701			59,888			-		59,888
SC6 - Level 4	1,172			8.4552			9,909			-		9,909
SC6 - Level 5	2,234			8.4454			18,871			-		18,871
SC6 - Level 6	8,099			8.4305			68,240			-		68,240
SC7 - Level 2	10,499			8.8431			92,840			-		92,840
SC7 - Level 3	56,740			8.8328			501,169			65,124		566,293
SC7 - Level 4	55,311			8.8173			487,692			-		487,692
SC7 - Level 5	125,202			8.8070			1,103,333			-		1,103,333
SC7 - Level 6	58,032			8.7915			510,190			-		510,190
SC8 - Level 3	6,628			9.4461			62,609			-		62,609
SC8 - Level 4	5,083			9.4296			47,932			-		47,932
SC8 - Level 5	20,071			9.4186			189,058			-		189,058
SC8 - Level 6	2,075			9.4020			19,512			-		19,512
SC9 - Level 3	3,673			10.0257			36,820			-		36,820
SC9 - Level 4	7,949			10.0082			79,553			-		79,553
SC9 - Level 5	27,818			9.9965			278,088			-		278,088
SC9 - Level 6	9,628			9.9789			96,078			-		96,078
SCA - Level 2	17,291			10.6458			184,075			-		184,075
SCA - Level 3	22,065			10.6334			234,622			-		234,622
SCA - Level 4	16,261			10.6148			172,609			-		172,609
SCA - Level 5	60,297			10.6024			639,160			-		639,160
SCA - Level 6	8,191			10.5837			86,691			-		86,691
SCB - Level 3	14,475			11.7680			170,338			-		170,338
SCB - Level 4	18,672			11.7474			219,346			-		219,346
SCB - Level 5	27,017			11.7336			317,070			-		317,070
SCB - Level 6	23,388			11.7130			273,942			-		273,942
SCC - Level 4	3,223			9.6603			31,132			-		31,132
SCC - Level 5	10,638			9.6490			102,658			-		102,658
SCC - Level 6	367			9.6321			3,533			-		3,533
SCD - Level 3	7,333			7.0876			51,988			-		51,988
SCD - Level 4	546			7.0804			3,869			-		3,869

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Condition - December 31, 2001 - continued

	Applicable to Owners of Deferred Variable Annuity Contracts							Reserve for Variable Annuities			Total
	Units	Unit Value		Value
Futurity Select Four Contracts - continued:
Sun Capital Advisers Trust - continued
SCD - Level 5	2,309	$	7.0755	$	16,336	$			-	$	16,336
SCD - Level 6	1,074		7.0683		7,589				-		7,589
SCE - Level 3	2,934		5.5149		16,176				-		16,176
SCE - Level 4	1,949		5.5092		10,736				-		10,736
SCE - Level 5	2,057		5.5055		11,325				-		11,325
SCE - Level 6	776		5.4998		4,267				-		4,267
SCF - Level 3	19,948		10.1454		202,367				-		202,367
SCF - Level 4	2,226		10.1350		22,557				-		22,557
SCF - Level 5	3,592		10.1282		36,383				-		36,383
SCF - Level 6	2,235		10.1178		22,616				-		22,616
SCG - Level 3	15,087		8.5043		128,269				-		128,269
SCG - Level 5	264		8.4898		2,244				-		2,244
SCG - Level 6	1,282		8.4812		10,873				-		10,873
SCH - Level 3	14,324		9.8058		140,436				-		140,436
SCH - Level 4	2,886		9.7958		28,270				-		28,270
SCH - Level 5	9,155		9.7891		89,624				-		89,624
SCH - Level 6	2,684		9.7791		26,250				-		26,250
SCI - Level 3	3,186		8.6693		27,618				-		27,618
SCI - Level 4	9,164		8.6605		79,348				-		79,348
SCI - Level 5	6,266		8.6546		54,233				-		54,233
SCI - Level 6	1,338		8.6457		11,566				-		11,566
				$	68,730,486	$			251,758	$	68,982,244
				$	1,549,640,146		$		3,763,077	$	1,553,403,223

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Operations - Year Ended December 31, 2001

	AIM1 Sub-Account			AIM2 Sub-Account					AIM3 Sub-Account				AIM4 Sub-Account				AIM5 Sub-Account(a)			AL1 Sub-Account
Income and expenses:
Dividend income	$	-		$			92,424		$	27,513			$	203,896			$	4,275		$	212,268
Mortality and expense risk charges		(588,243	)				(593,190	)		(767,647	)			(750,801		)		(12,545	)		(1,150,594		)
Distribution expense charges		(70,589	)				(71,183	)		(92,118	)			(90,096		)		(1,505	)		(138,071		)
Net investment income (loss)	$	(658,832	)	$			(571,949	)	$	(832,252	)		$	(637,001		)	$	(9,775	)	$	(1,076,397		)
Realized and unrealized gains (losses):
Realized gains (losses) on investment
transactions:
Realized gain (loss) on sale of fund shares:	$	(3,959,037	)	$			(12,363,043	)	$	(4,712,967	)		$	(13,679,650		)	$	(20,216	)	$	(10,169,318		)
Realized gains distributions		3,532,515					-			-				1,594,450				64,894			11,510,341
Net realized gains (losses)	$	(426,522	)	$			(12,363,043	)	$	(4,712,967	)		$	(12,085,200		)	$	44,678		$	1,341,023
Net unrealized appreciation (depreciation) on investments:
End of year	$	(19,289,829	)	$	(23,256,803			)	$	(19,963,976		)	$	(16,287,879	)		$	(36,876	)	$	(30,743,804	)
Beginning of year		(7,394,057	)			(14,525,858		)		(8,517,053		)		(12,887,457	)			-			(17,163,059	)
Change in unrealized appreciation
(depreciation)	$	(11,895,772	)	$	(8,730,945			)	$	(11,446,923		)	$	(3,400,422	)		$	(36,876	)	$	(13,580,745		)
Realized and unrealized gains (losses)	$	(12,322,294	)	$	(21,093,988			)	$	(16,159,890		)	$	(15,485,622		)	$	7,802		$	(12,239,722		)
Increase (Decrease) in net assets from operations	$	(12,981,126	)	$	(21,665,937			)	$	(16,992,142		)	$	(16,122,623		)	$	(1,973	)	$	(13,316,119		)

	AL2 Sub-Account			AL3 Sub-Account			AN1 Sub-Account(a)			AN2 Sub-Account(a)			AN3 Sub-Account(a)			AN4 Sub-Account(a)
Income and expenses:
Dividend income	$	218,784		$	7,530		$	-		$	-		$	3,132			$	10
Mortality and expense risk charges		(739,710	)		(174,751	)		(18,297	)		(4,236	)		(49,280	)			(889	)
Distribution expense charges		(88,765	)		(20,970	)		(2,196	)		(508	)		(5,914	)			(107	)
Net investment income (loss)	$	(609,691	)	$	(188,191	)	$	(20,493	)	$	(4,744	)	$	(52,062	)		$	(986	)
Realized and unrealized gains (losses):
Realized gains (losses) on investment
transactions:
Realized gain (loss) on sale of fund shares	$	(4,344,465	)	$	(8,819,442	)	$	(96,707	)	$	(13,321	)	$	(109,259	)		$	(906	)
Realized gains distributions		4,141,988			-			34,890			6,238			24,265				299
Net realized gains (losses)	$	(202,477	)	$	(8,819,442	)	$	(61,817	)	$	(7,083	)	$	(84,994	)		$	(607	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(13,957,724	)	$	(4,363,389	)	$	56,136		$	16,860		$	342,231			$	7,209
Beginning of year		(5,082,686	)		(8,030,395	)		-			-			-				-
Change in unrealized appreciation
(depreciation)	$	(8,875,038	)	$	3,667,006		$	56,136		$	16,860		$	342,231			$	7,209
Realized and unrealized gains (losses)	$	(9,077,515	)	$	(5,152,436	)	$	(5,681	)	$	9,777		$	257,237			$	6,602
Increase (Decrease) in net assets from operations	$	(9,687,206	)	$	(5,340,627	)	$	(26,174	)	$	5,033		$	205,175			$	5,616
(a) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Operations - Year Ended December 31, 2001 - continued

	AN5 Sub-Account(a)				CS1 Sub-Account			CS2 Sub-Account				CS3 Sub-Account			CS4 Sub-Account			FL1 Sub-Account(a)
Income and expenses:
Dividend income	$	-		$		-			$	-		$	-		$	-		$	-
Mortality and expense risk charges		(12,091	)			(20,714	)			(14,430	)		(9,488	)		(33,741	)		(8,612	)
Distribution expense charges		(1,451	)			(2,487	)			(1,731	)		(1,138	)		(4,049	)		(1,033	)
Net investment income (loss)	$	(13,542	)	$		(23,201	)		$	(16,161	)	$	(10,626	)	$	(37,790	)	$	(9,645	)
Realized and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gain (loss) on sale of fund shares	$	(23,404	)	$		(442,082	)		$	(240,319	)	$	(246,926	)	$	(2,089,599	)	$	(17,391	)
Realized gains distributions		59,223				-				-			-			-			-
Net realized gains (losses)	$	35,819		$		(442,082	)		$	(240,319	)	$	(246,926	)	$	(2,089,599	)	$	(17,391	)
Net unrealized appreciation (depreciation) on
investments:
End of year	$	(226,228	)	$		(589,429	)		$	(613,154	)	$	(413,135	)	$	(92,023	)	$	67,947
Beginning of year		-				(849,880	)			(512,167	)		(353,813	)		(1,516,754	)		-
Change in unrealized appreciation (depreciation)	$	(226,228	)	$		260,451			$	(100,987	)	$	(59,322	)	$	1,424,731	)	$	67,947
Realized and unrealized gains (losses)	$	(190,409	)	$		(181,631	)		$	(341,306	)	$	(306,248	)	$	(664,868	)	$	50,556
Increase (Decrease) in net assets from operations	$	(203,951	)	$		(204,832	)		$	(357,467	)	$	(316,874	)	$	(702,658	)	$	40,911

	FL2 Sub-Account(a)				FL3 Sub-Account(a)			GS1 Sub-Account		GS2 Sub-Account			GS3 Sub-Account			GS4 Sub-Account
Income and expenses:
Dividend income	$	-		$	-		$	6,395		$	22,110		$	92,064			$	36,939
Mortality and expense risk charges		(20,026	)		(28,967	)		(297,064	)		(91,058	)		(265,411	)			(104,115		)
Distribution expense charges		(2,403	)		(3,477	)		(35,648	)		(10,927	)		(31,849	)				(12,494	)
Net investment income (loss)	$	(22,429	)	$	(32,444	)	$	(326,317	)	$	(79,875	)	$	(205,196	)		$	(79,670			)
Realized and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gain (loss) on sale of fund shares:	$	(46,110	)	$	(26,762	)	$	(2,957,016	)	$	(21,462	)	$	(857,346	)		$	(312,276		)
Realized gains distributions		-			-			9,101			-			-				-
Net realized gains (losses)	$	(46,110	)	$	(26,762	)	$	(2,947,915	)	$	(21,462	)	$	(857,346	)		$	(312,276			)
Net unrealized appreciation (depreciation) on
investments:
End of year	$	87,436		$	104,360	)	$	(9,594,975	)	$	315,724		$	(3,312,092	)		$	(967,639			)
Beginning of year		-			-			(6,830,641	)		24,319			(1,319,007	)			(361,161			)
Change in unrealized appreciation (depreciation)	$	87,436		$	104,360		$	(2,764,334	)	$	291,405		$	(1,993,085	)		$	(606,478			)
Realized and unrealized gains (losses)	$	41,326		$	77,598		$	(5,712,249	)	$	269,943		$	(2,850,431	)		$	(918,754			)
Increase (Decrease) in net assets from operations	$	18,897		$	45,154		$	(6,038,566	)	$	190,068		$	(3,055,627	)		$	(998,424			)
(a) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Operations - Year Ended December 31, 2001 - continued

	GS5 Sub-Account			GS6 Sub-Account(a)			GS7 Sub-Account(a)			IV1 Sub-Account(a)							IV2 Sub-Account(a)							JP1 Sub-Account
Income and expenses:
Dividend income	$	150,952		$	-		$	1,254			$		-					$		-				$	96,777
Mortality and expense risk charges		(134,331	)		(953	)		(2,939	)				(7,408		)					(3,042		)			(262,662	)
Distribution expense charges		(16,120	)		(113	)		(354	)				(889		)					(365		)			(31,520	)
Net investment income (loss)	$	501		$	(1,066	)	$	(2,039	)		$		(8,297		)			$		(3,407		)		$	(197,405	)
Realized and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gain (loss) on sale of fund shares:	$	(1,072,643	)	$	(537	)	$	(3,297	)		$		(408,794		)			$		(8,348		)		$	(1,412,610	)
Realized gains distributions		35,618						2,566
Net realized gains (losses)	$	(1,037,025	)	$	(537	)	$	(731	)			$		(408,794		)			$		(8,348		)	$	(1,412,610		)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(3,367,882	)	$	3,771		$	(3,286	)			$		43,710					$		33,775			$	(4,204,793		)
Beginning of year		(1,570,758	)		-			-						-							-				(2,645,005		)
Change in unrealized appreciation
(depreciation)	$	(1,797,124	)	$	3,771		$	(3,286	)			$		43,710					$		33,775			$	(1,559,788		)
Realized and unrealized gains (losses)	$	(2,834,149	)	$	3,234		$	(4,017	)			$		(365,084		)			$		25,427			$	(2,972,398		)
Increase (Decrease) in net assets from operations	$	(2,833,648	)	$	2,168		$	(6,056	)			$		(373,381		)			$		22,020			$	(3,169,803		)

	JP2 Sub-Account			JP3 Sub-Account						LA1 Sub-Account			LA2 Sub-Account(a)			LA3 Sub-Account(a)				CAS Sub-Account
Income and expenses:
Dividend income	$	79,863		$	2,850					$	653,850		$	69,562			$	567		$	102,664
Mortality and expense risk charges		(108,939	)		(86,773		)				(980,855	)		(53,972	)			(847	)		(368,479	)
Distribution expense charges		(13,073	)		(10,413		)				(117,703	)		(6,477	)			(102	)		(44,217	)
Net investment income (loss)	$	(42,149	)	$	(94,336		)			$	(444,708	)	$	9,113			$	(382	)	$	(310,032	)
Realized and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gain (loss) on sale of fund shares:	$	(1,124,061	)	$ (461,124			)			$	220,502		$	(45,052	)		$	(170	)	$	(8,211,137	)
Realized gains distributions		245,873			-						2,743,657			59,284				-			10,959,157
Net realized gains (losses)	$	(878,188	)	$	(461,124		)			$	2,964,159		$	14,232			$	(170	)	$	2,748,020
Net unrealized appreciation (depreciation) on investments:
End of year	$	(2,067,752	)	$		(613,618			)	$	(840,914	)	$	729,007			$	(3,026	)	$	(16,711,126	)
Beginning of year		(1,012,206	)			(496,115		)			5,853,928			-				-			(4,709,833	)
Change in unrealized appreciation
(depreciation)	$	(1,055,546	)	$		(117,503			)	$	(6,694,842	)	$	729,007			$	(3,026	)	$	(12,001,293	)
Realized and unrealized gains (losses)	$	(1,933,734	)	$		(578,627			)	$	(3,730,683	)	$	743,239			$	(3,196	)	$	(9,253,273	)
Increase (Decrease) in net assets from operations .	$	(1,975,883	)	$	(672,963			)		$	(4,175,391	)	$	752,352			$	(3,578	)	$	(9,563,305	)
(a) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Operations - Year Ended December 31, 2001 - continued

	EGS Sub-Account				GSS Sub-Account			HYS Sub-Account				M1A Sub-Account(b)				M1B Sub-Account(b)			MFC Sub-Account(b)
Income and expenses:
Dividend income	$	-			$	2,057,137		$	3,078,186				$	-		$	-			$	-
Mortality and expense risk charges		(832,424		)		(511,539	)		(461,536	)				(5,060	)		(5,929	)			(7,416	)
Distribution expense charges		(99,891		)		(61,385	)		(55,384	)				(607	)		(711	)			(890	)
Net investment income (loss)	$	(932,315		)	$	1,484,213		$	2,561,266				$	(5,667	)	$	(6,640	)		$	(8,306	)
Realized and unrealized gains (losses):
Realized gains (losses) on investment
transactions:
Realized gain (loss) on sale of fund shares:	$	(26,689,387		)	$	626,904		$	(2,059,128	)			$	38,568		$	6,150			$	3,467
Realized gains distributions		11,639,929				-			-					-			-				-
Net realized gains (losses)	$	(15,049,458		)	$	626,904		$	(2,059,128	)			$	38,568		$	6,150			$	3,467
Net unrealized appreciation (depreciation) on
investments:
End of year	$	(28,422,551	)		$	979,569		$	(3,320,165		)		$	228,510		$	137,455			$	48,150
Beginning of year		(12,737,135	)			1,190,556			(2,462,454		)			-			-				-
Change in unrealized appreciation
(depreciation)	$	(15,685,416	)		$	(210,987	)	$	(857,711)				$	228,510		$	137,455			$	48,150
Realized and unrealized gains (losses)	$	(30,734,874	)		$	415,917		$	(2,916,839		)		$	267,078		$	143,605			$	51,617
Increase (Decrease) in net assets from
operations	$	(31,667,189	)		$	1,900,130		$	(355,573		)		$	261,411		$	136,965			$	43,311

	MFD Sub-Account(b)			MFE Sub-Account(b)			MFF Sub-Account(b)			MFJ Sub-Account(b)				MFK Sub-Account(b)			MFL Sub-Account(b)
Income and expenses:
Dividend income	$	-		$	-		$	-			$	-		$	-		$	-
Mortality and expense risk charges		(1,217	)		(5,059	)		(2,445	)			(15,483	)		(16,824	)		(4,755	)
Distribution expense charges		(146	)		(607	)		(293	)			(1,858	)		(2,019	)		(571	)
Net investment income (loss)	$	(1,363	)	$	(5,666	)	$	(2,738	)		$	(17,341	)	$	(18,843	)	$	(5,326	)
Realized and unrealized gains (losses):
Realized gains (losses) on investment
transactions:
Realized gain (loss) on sale of fund shares:	$	(2,320	)	$	(7,276	)	$	45,307			$	(618	)	$	(6,469	)	$	66
Realized gains distributions		-			-			-				-			-			-
Net realized gains (losses)	$	(2,320	)	$	(7,276	)	$	45,307			$	(618	)	$	(6,469	)	$	66
Net unrealized appreciation (depreciation)
on investments:
End of year	$	32,632		$	10,354		$	35,101			$	212,888		$	(27,168	)	$	64,437
Beginning of year		-			-			-				-			-			-
Change in unrealized appreciation
(depreciation)	$	32,632		$	10,354		$	35,101			$	212,888		$	(27,168	)	$	64,437
Realized and unrealized gains (losses)	$	30,312		$	3,078		$	80,408			$	212,270		$	(33,637	)	$	64,503
Increase (Decrease) in net assets from
operations	$	28,949		$	(2,588	)	$	77,670			$	194,929		$	(52,480	)	$	59,177

(b) For the period August 27, 2001 (commencement of operations) through December 31, 2001.

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Operations - Year Ended December 31, 2001 - continued

	MIS Sub-Account			MIT Sub-Account				MMS Sub-Account			NWD Sub-Account			TRS Sub-Account				UTS Sub-Account
Income and expenses:
Dividend income	$	58,497			$	289,508		$	250,189		$	-			$	1,013,925			$	1,915,558
Mortality and expense risk charges.		(691,579	)			(488,462	)		(86,736	)		(445,761	)			(437,581	)			(663,237		)
Distribution expense charges		(82,989	)			(58,615	)		(10,408	)		(53,491	)			(52,510	)			(79,588		)
Net investment income (loss)	$	(716,071	)		$	(257,569	)	$	153,045		$	(499,252	)		$	523,834			$	1,172,733
Realized and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gain (loss) on sale of fund shares	$	(4,906,404	)		$	(1,978,462	)	$	-		$	(4,603,196	)		$	(343,712	)		$		(3,079,346	)
Realized gains distributions		6,053,539				3,158,116			-			2,438,206				1,831,215				5,243,509
Net realized gains (losses)	$	1,147,135			$	1,179,654		$	-		$	(2,164,990	)		$	1,487,503			$	2,164,163
Net unrealized appreciation (depreciation) on
investments:
End of year	$	(20,687,760	)		$	(8,400,282	)	$	-		$	(1,423,676	)		$	(1,103,596	)		$	(17,972,375		)
Beginning of year		(4,330,874	)			(647,448	)		-			(2,077,919	)			1,023,354				812,759
Change in unrealized appreciation (depreciation)	$	(16,356,886	)		$	(7,752,834	)	$	-		$	654,243			$	(2,126,950	)		$	(18,785,134		)
Realized and unrealized gains (losses)	$	(15,209,751	)		$	(6,573,180	)	$	-		$	(1,510,747	)		$	(639,447	)		$	(16,620,971		)
Increase (Decrease) in net assets from operations	$	(15,925,822	)		$	(6,830,749	)	$	153,045		$	(2,009,999	)		$	(115,613	)		$	(15,448,238		)

	OP1 Sub-Account			OP2 Sub-Account			OP3 Sub-Account			OP4 Sub-Account			RX1 Sub-Account(a)			RX2 Sub-Account(a)
Income and expenses:
Dividend income	$	164,317		$	28,344		$	83,322		$	88,968		$	4,621		$	-
Mortality and expense risk charges		(235,615	)		(183,326	)		(104,185	)		(47,724	)		(597	)		(6,580	)
Distribution expense charges		(28,274	)		(21,999	)		(12,502	)		(5,727	)		(72	)		(790	)
Net investment income (loss)	$	(99,572	)	$	(176,981	)	$	(33,365	)	$	35,517		$	3,952		$	(7,370	)
Realized and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gain (loss) on sale of fund shares:	$	1,615,849		$	572,039		$	836,093		$	(59,812	)	$	(163	)	$	(412	)
Realized gains distributions		157,055			410,696			746,301			-			-			-
Net realized gains (losses)	$	1,772,904		$	982,735		$	1,582,394		$	(59,812	)	$	(163	)	$	(412	)
Net unrealized appreciation (depreciation) on
investments:
End of year	$	(217,662	)	$	573,762		$	729,690		$	(31,262	)	$	7,255		$	(53,260	)
Beginning of year		2,654,208			705,849			1,736,902			196,359			-			-
Change in unrealized appreciation (depreciation)	$	(2,871,870	)	$	(132,087	)	$	(1,007,212	)	$	(227,621	)	$	7,255		$	(53,260	)
Realized and unrealized gains (losses)	$	(1,098,966	)	$	850,648		$	575,182		$	(287,433	)	$	7,092		$	(53,672	)
Increase (Decrease) in net assets from operations	$	(1,198,538	)	$	673,667		$	541,817		$	(251,916	)	$	11,044		$	(61,042	)

(a) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Operations - Year Ended December 31, 2001 - continued

	SB1 Sub-Account				SB2 Sub- Account			SB3 Sub-Account			SB4 Sub-Account				SC1 Sub-Account					SC2 Sub-Account
Income and expenses:
Dividend income		$	6,091		$	4,153		$	141,214			$	84,284		$		2,568,976			$	2,980,883
Mortality and expense risk charges.			(9,460	)		(8,969	)		(57,931	)			(54,637	)		(1,082,613		)			(638,754	)
Distribution expense charges			(1,135	)		(1,076	)		(6,952	)			(6,556	)			(129,914		)		(76,651	)
Net investment income (loss).		$	(4,504	)	$	(5,892)		$	76,331			$	23,091		$		1,356,449			$	2,265,478
Realized and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gain (loss) on sale of fund shares:		$	37,093		$	10,491		$	38,621			$	(13,305	)	$		-			$	445,817
Realized gains distributions			9,408			10,213			-				-				-				-
Net realized gains (losses)		$	46,501		$	20,704		$	38,621			$	(13,305	)	$		-			$	445,817
Net unrealized appreciation (depreciation) on investments:
End of year		$	39,904		$	(8,410)		$	16,703			$	(78,415	)	$		-			$	304,709
Beginning of year			93,906			71,696			(109,118	)			39,038				-				679,913
Change in unrealized appreciation (depreciation)		$	(54,002	)	$	(80,106	)	$	125,821			$	(117,453	)	$		-			$	(375,204	)
Realized and unrealized gains (losses)		$	(7,501	)	$	(59,402	)	$	164,442			$	(130,758	)	$		-			$	70,613
Increase (Decrease) in net assets from operations		$	(12,005	)	$	(65,294	)	$	240,773			$	(107,667	)	$		1,356,449			$	2,336,091

	SC3 Sub-Account			SC4 Sub- Account			SC5 Sub-Account			SC6 Sub-Account			SC7 Sub-Account					SC8 Sub-Account
Income and expenses:																				)
Dividend income	$	886,828		$	44,837		$	-		$	11,407		$	166,812				$	-
Mortality and expense risk charges.		(210,133	)		(256,226	)		(615,589	)		(40,998	)		(380,551		)			(59,643
Distribution expense charges		(25,216	)		(30,747	)		(73,871	)		(4,920	)		(45,666		)			(7,157	)
Net investment income (loss).	$	651,479		$	(242,136	)	$	(689,460	)	$	(34,511	)	$	(259,405		)		$	(66,800	)
Realized and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gain (loss) on sale of fund shares:	$	1,141,388		$	(4,651,055	)	$	(2,489,237	)	$	(232,687	)	$		(2,895,803		)	$	(73,331	)
Realized gains distributions		262,430			-			-			-			-					42,201
Net realized gains (losses)	$	1,403,818		$	(4,651,055	)	$	(2,489,237	)	$	(232,687	)	$	(2,895,803			)	$	(31,130	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	357,953		$	276,052		$	495,743		$	(198,397	)	$	24,003				$	(60,580	)
Beginning of year.		564,032			(1,657,923	)		(1,763,828	)		(315,131	)		146,144					172,780
Change in unrealized appreciation (depreciation)	$	(206,079	)	$	1,933,975		$	2,259,571		$	116,734		$	(122,141		)		$	(233,360	)
Realized and unrealized gains (losses)	$	1,197,739		$	(2,717,080	)	$	(229,666	)	$	(115,953	)	$		(3,017,944		)	$	(264,490	)
Increase (Decrease) in net assets from operations	$	1,849,218		$	(2,959,216	)	$	(919,126	)	$	(150,464	)	$		(3,277,349		)	$	(331,290	)

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statement of Operations - Year Ended December 31, 2001 - continued

	SC9 Sub-Account				SCA Sub-Account					SCB Sub-Account					SCC Sub-Account				SCD Sub-Account(a)				SCE Sub-Account(a)
Income and expenses:
Dividend income		$	23,268			$	15,986			$			3,379			$	17,085			$	-			$	-
Mortality and expense risk charges			(31,174	)			(184,746		)				(105,762	)			(18,287	)			(9,881	)			(1,376	)
Distribution expense charges			(3,741	)			(22,170		)				(12,691	)			(2,194	)			(1,186	)			(165	)
Net investment income (loss)		$	(11,647	)		$	(190,930	)		$			(115,074	)		$	(3,396	)		$	(11,067	)		$	(1,541	)
Realized and unrealized gains (losses):
Realized gains (losses) on investment
transactions:
Realized gain (loss) on sale of fund shares:		$	(57,527	)		$	229,706				$		192,657			$	(11,312	)		$	9,741			$	(26,684	)
Realized gains distributions			178,354				-						224,112				10,734				-				-
Net realized gains (losses)		$	120,827			$	229,706				$		416,769			$	(578	)		$	9,741			$	(26,684	)
Net unrealized appreciation (depreciation) on
investments:
End of year		$	(304,911	)		$	935,930				$	1,216,421				$	(99,052	)		$	(107,959	)		$	(17,453	)
Beginning of year			16,999				192,337						388,618				8,540				-				-
Change in unrealized appreciation
(depreciation)		$	(321,910	)		$	743,593				$		827,803			$	(107,592	)		$	(107,959	)		$	(17,453	)
Realized and unrealized gains (losses)		$	(201,083	)		$	973,299				$	1,244,572				$	(108,170	)		$	(98,218	)		$	(44,137	)
Increase (Decrease) in net assets from
operations		$	(212,730	)		$	782,369				$	1,129,498				$	(111,566	)		$	(109,285	)		$	(45,678	)

	SCF Sub-Account(a)			SCG Sub- Account(a)					SCH Sub-Account(a)					SCI Sub-Account(a)
Income and expenses:
Dividend income	$	-			$	943				$	4,655		$		-
Mortality and expense risk charges		(20,939	)			(6,078		)			(4,342	)			(10,855	)
Distribution expense charges		(2,513	)			(729		)			(521	)			(1,302	)
Net investment income (loss)	$	(23,452	)		$	(5,864		)		$	(208	)	$		(12,157	)
Realized and unrealized gains (losses):
Realized gains (losses) on investment
transactions:
Realized gain (loss) on sale of fund shares:	$	(10,597	)		$	(304,826	)			$	(4,309	)	$		(30,173	)
Realized gains distributions		-				-					-				-
Net realized gains (losses)	$	(10,597	)		$	(304,826	)			$	(4,309	)	$		(30,173	)
Net unrealized appreciation (depreciation) on
investments:
End of year	$	32,831			$	13,895				$	57,560		$		(119,683	)
Beginning of year		-				-					-				-
Change in unrealized appreciation
(depreciation)	$	32,831			$	13,895				$	57,560		$		(119,683	)
Realized and unrealized gains (losses)	$	22,234			$	(290,931	)			$	53,251		$		149,856	)
Increase (Decrease) in net assets from
operations	$	(1,218	)		$	(296,795	)			$	53,043		$		(162,013	)

(a) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets

	AIM1 Sub-Account									AIM2 Sub-Account							AIM3 Sub-Account
	Year Ended December 31, 2001					Year Ended December 31, 2000				Year Ended December 31, 2001			Year Ended December 31, 2000				Year Ended December 31, 2001				Year Ended December 31, 2000
Operations:
Net investment income (loss)		$		(658,832	)		$	785,573		$	(571,949	)		$	1,180,408			$	(832,252	)		$	1,206,305
Net realized gains (losses)				(426,522	)			673,633			(12,363,043	)			1,467,825				(4,712,967	)			1,536,787
Net unrealized gains (losses)				(11,895,772	)			(9,510,250	)		(8,730,945	)			(18,137,985	)			(11,446,923	)			(13,816,844	)
Increase (Decrease) in net assets
from operations		$	(12,981,126		)		$	(8,051,044	)	$	(21,665,937	)		$	(15,489,752	)		$	(16,992,142	)		$	(11,073,752	)
Participant transactions:
Accumulation activity:
Purchase payments received		$		9,069,351			$	31,058,303		$	6,385,648			$	36,661,995			$	9,070,325			$	28,663,612
Net transfers between Sub-Accounts and Fixed Account				7,208,429				13,604,340			(2,270,995	)			15,625,077				4,353,523				18,297,743
Withdrawals, surrenders, annuitizations and contract charges				(3,218,798	)			(1,314,057	)		(3,293,567	)			(2,368,765	)			(4,753,525	)			(3,198,291	)
Net accumulation activity		$		13,058,982			$	43,348,586		$	821,086			$	49,918,307			$	8,670,323			$	43,763,064
Annuitization activity:
Annuitizations		$		15,613			$	8,612		$	12,750			$	28,010			$	49,529			$	61,885
Annuity payments and contract
charges				(3,984	)			(3,302	)		(11,604	)			(12,664	)			(11,007	)			(8,018	)
Adjustments to annuity reserve				378				(766	)		2,056				(2,695	)			2,889				(301	)
Net annuitization activity		$		12,007			$	4,544		$	3,202			$	12,651			$	41,411			$	53,566
Increase (Decrease) in net assets from
participant transactions		$		13,070,989			$	43,353,130		$	824,288			$	49,930,958			$	8,711,734			$	43,816,630
Increase (Decrease) in net assets.		$		89,863			$	35,302,086		$(20,841,649		)		$	34,441,206			$	(8,280,408	)		$	32,742,878
Net assets:
Beginning of year				44,397,862				9,095,776			58,345,501				23,904,295				63,744,001				31,001,123
End of year		$		44,487,725			$	44,397,862		$	37,503,852			$	58,345,501			$	55,463,593			$	63,744,001

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	AIM4 Sub-Account								AIM5 Sub-Account				AL1 Sub-Account
	Year Ended December 31, 2001				Year Ended December 31, 2000				Year Ended December 31, 2001(a)				Year Ended December 31, 2001				Year Ended December 31, 2000
Operations:
Net investment income (loss)		$	(637,001	)		$	2,944,100			$	(9,775	)		$	(1,076,397	)		$	6,735,850
Net realized gains (losses)			(12,085,200	)			670,585				44,678				1,341,023				519,311
Net unrealized gains (losses)			(3,400,422	)			(18,041,592	)			(36,876	)			(13,580,745	)			(22,176,090	)
Increase (Decrease) in net assets from operations		$	(16,122,623	)		$	(14,426,907	)		$	(1,973	)		$	(13,316,119	)		$	(14,920,929	)
Participant transactions:
Accumulation activity:
Purchase payments received		$	13,916,472			$	36,176,954			$	2,553,635			$	12,644,308			$	37,234,493
Net transfers between Sub-Accounts and Fixed Account			4,396,760				17,668,359				1,079,264				9,886,160				28,139,390
Withdrawals, surrenders, annuitizations
and contract charges			(4,341,938	)			(2,566,294	)			(27,378	)			(6,265,259	)			(4,213,160	)
Net accumulation activity		$	13,971,294			$	51,279,019			$	3,605,521			$	16,265,209			$	61,160,723
Annuitization activity:
Annuitizations		$	14,994			$	84,341			$	-			$	49,043			$	86,548
Annuity payments and contract charges			(24,439	)			(18,946	)			-				(16,525	)			(9,785	)
Adjustments to annuity reserve			5,887				(6,829	)			-				8,195				(5,278	)
Net annuitization activity		$	(3,558	)		$	58,566			$	-			$	40,713			$	71,485
Increase (Decrease) in net assets from
participant transactions		$	13,967,736			$	51,337,585			$	3,605,521			$	16,305,922			$	61,232,208
Increase (Decrease) in net assets		$	(2,154,887	)		$	36,910,678			$	3,603,548			$	2,989,803			$	46,311,279
Net assets:
Beginning of year			56,338,083				19,427,405				-				84,375,391				38,064,112
End of year		$	54,183,196			$	56,338,083			$	3,603,548			$	87,365,194			$	84,375,391

(a) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	AL2 Sub-Account								AL3 Sub-Account							AN1 Sub-Account					AN2 Sub-Account
		Year Ended December 31, 2001			Year Ended December 31, 2000					Year Ended December 31, 2001			Year Ended December 31, 2000				Period Ended December 31, 2001(a)					Period Ended December 31, 2001(a)
Operations:
Net investment income (loss)		$	(609,691	)		$	6,868,082			$	(188,191	)	$	4,383,078				$	(20,493	)			$	(4,744	)
Net realized gains (losses)			(202,477	)			432,541				(8,819,442	)		(475,345	)				(61,817	)				(7,083	)
Net unrealized gains (losses)			(8,875,038	)			(9,622,670	)			3,667,006			(9,459,899	)				56,136					16,860
Increase (Decrease) in net assets
from operations		$	(9,687,206	)		$	(2,322,047	)		$	(5,340,627	)	$	(5,552,166	)			$	(26,174	)			$	5,033
Participant transactions:
Accumulation activity:
Purchase payments received		$	12,919,834			$	24,769,595			$	1,623,055		$	11,075,818				$	3,145,091				$	869,767
Net transfers between Sub-Accounts
and Fixed Account			7,664,899				12,270,564				1,356,261			4,974,408					2,060,138					409,940
Withdrawals, surrenders, annuitizations
and contract charges			(4,232,827	)			(2,085,951	)			(1,102,905	)		(700,045	)				(34,556	)				(15,484	)
Net accumulation activity		$	16,351,906			$	34,954,208			$	1,876,411		$	15,350,181				$	5,170,673				$	1,264,223
Annuitization activity:
Annuitizations		$	221,920			$	12,751			$	12,498		$	19,389				$	-				$	-
Annuity payments and contract
charges			(52,353	)			(16,952	)			(4,754	)		(7,303	)				-					-
Adjustments to annuity reserve			(5,896	)			(3,492	)			(231	)		(578	)				-					-
Net annuitization activity		$	163,671			$	(7,693	)		$	7,513		$	11,508				$	-				$	-
Increase (Decrease) in net assets from
participant transactions		$	16,515,577			$	34,946,515			$	1,883,924		$	15,361,689				$	5,170,673				$	1,264,223
Increase (Decrease) in net assets		$	6,828,371			$	32,624,468			$	(3,456,703	)	$	9,809,523				$	5,144,499				$	1,269,256
Net assets:
Beginning of year			52,481,494				19,857,026				16,420,128			6,610,605					-					-
End of year		$	59,309,865			$	52,481,494			$	12,963,425		$	16,420,128				$	5,144,499				$	1,269,256
(a) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	AN3				AN4				AN5				CS1
	Sub-Account				Sub-Account				Sub-Account				Sub-Account
	Period Ended				Period Ended				Period Ended				Year Ended				Year Ended
	December 31,				December 31,				December 31,				December 31,				December 31,
	2001(a)				2001(a)				2001(a)				2001				2000
Operations:
Net investment income (loss)		$	(52,062	)		$	(986	)		$	(13,542	)		$	(23,201	)		$	29,105
Net realized gains (losses)			(84,994	)			(607	)			35,819				(442,082	)			(396,496	)
Net unrealized gains (losses)			342,231				7,209				(226,228	)			260,451	)			(1,184,129	)
Increase (Decrease) in net assets from operations		$	205,175			$	5,616			$	(203,951	)		$	(204,832	)		$	(1,551,520	)
Participant transactions:
Accumulation activity:
Purchase payments received		$	7,221,756			$	175,284			$	206,948			$	24,020			$	1,268,928
Net transfers between Sub-Accounts and Fixed
Account			8,356,827				146,594				2,045,808				(482,477	)			332,198
Withdrawals, surrenders, annuitizations and contract
charges			(149,907	)			(5,713	)			(98,264	)			(130,874	)			(167,172	)
Net accumulation activity		$	15,428,676			$	316,165			$	2,154,492			$	(589,331	)		$	1,433,954
Annuitization activity:
Annuitizations		$	43,576			$	-			$	-			$	-			$	10,997
Annuity payments and contract charges			(404	)			-				-				(1,768	)			(2,423	)
Adjustments to annuity reserve			(4,755	)			-				-				255				10,031
Net annuitization activity		$	38,417			$	-			$	-			$	(1,513	)		$	18,605
Increase (Decrease) in net assets from participant
transactions		$	15,467,093			$	316,165			$	2,154,492			$	(590,844	)		$	1,452,559
Increase (Decrease) in net assets		$	15,672,268			$	321,781			$	1,950,541			$	(795,676	)		$	(98,961	)
Net assets:
Beginning of year			-				-				-				2,103,808				2,202,769
End of year		$	15,672,268			$	321,781			$	1,950,541			$	1,308,132			$	2,103,808

(a) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	CS2 Sub-Account											CS3 Sub-Account															CS4 Sub-Account
	Year Ended December 31, 2001						Year Ended December 31, 2000						Year Ended December 31, 2001								Year Ended December 31, 2000									Year Ended December 31, 2001								Year Ended December 31, 2000
Operations:
Net investment income (loss)			$		(16,161	)		$		181,825						$		(10,626	)			$			99,052			$					(37,790		)		$					695,554
Net realized gains (losses)					(240,319	)				1,501								(246,926	)						50,789								(2,089,599		)							502,254
Net unrealized gains (losses)					(100,987	)				(795,794	)							(59,322	)						(556,130	)							1,424,731									(2,621,465)
Increase (Decrease) in net assets
from operations			$		(357,467	)		$		(582,468	)				$			(316,874	)			$			(306,289	)		$				(702,658			)				$			(1,423,657)
Participant transactions:
Accumulation activity:
Purchase payments received		$			1,697			$		242,397						$		153,860				$		171,127					$				65,146							$		1,036,028
Net transfers between Sub-Accounts
and Fixed Account				(278,217		)				1,112,791				(158,953						)			97,621								391,031												22,289
Withdrawals, surrenders, annuitizations
and contract charges					(32,290	)				(433,135	)							(51,029	)						(69,054	)							(192,858			)						(292,820)
Net accumulation activity			$		(308,810	)		$		922,053							$	(56,122	)			$			99,694			$					63,319						$			1,065,497
Annuitization activity
Annuitizations			$		-				$	1,912							$	-				$			3,388			$						-					$		5,762
Annuity payments and contract
charges					(132	)				(142	)							(1,229	)						(2,010	)							(241		)							(345)
Adjustments to annuity reserve					(10	)				(15	)							655							5,529								(29		)							(142)
Net annuitization activity			$		(142	)			$	1,755							$	(574)				$			6,907			$					(270		)				$			5,275
Increase (Decrease) in net assets from
participant transactions			$		(308,952	)			$	923,808							$	(56,696	)			$			06,601			$				63,049							$			1,070,772
Increase (Decrease) in net assets			$		(666,419	)			$	341,340							$	(373,570	)			$			200,312			$				(439,609			)				$			(352,885)
Net assets:
Beginning of year					1,550,029					1,208,689								950,418							50,106							3,391,706										3,744,591
End of year			$		883,610				$	1,550,029							$	576,848				$			50,418			$				2,952,097							$			3,391,706

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	FL1 Sub-Account				FL2 Sub-Account				FL3 Sub-Account					GS1 Sub-Account
	Period Ended December 31,				Period Ended December 31,				Period Ended December 31,				Year Ended December 31,					Year Ended December 31,
		2001(a)				2001(a)				2001(a)					2001				2000
Operations:
Net investment income (loss)		$	(9,645	)		$	(22,429	)		$	(32,444	)			$	(326,317	)		$	2,136,762
Net realized gains (losses)			(17,391	)			(46,110	)			(26,762	)				(2,947,915	)			468,415
Net unrealized gains (losses)			67,947				87,436				104,360					(2,764,334	)			(9,915,015	)
Increase (Decrease) in net assets from operations		$	40,911			$	18,897			$	45,154				$	(6,038,566	)		$	(7,309,838	)
Participant transactions:
Accumulation activity:
Purchase payments received		$	1,576,234			$	980,103			$	1,554,207				$	3,339,083			$	10,836,352
Net transfers between Sub-Accounts and Fixed
Account			1,261,424				23,129,702				31,331,166					1,359,107				7,318,315
Withdrawals, surrenders, annuitizations and contract
charges			(26,587	)			(76,938	)			(199,804	)				(2,137,541	)			(1,379,531	)
Net accumulation activity		$	2,811,071			$	24,032,867			$	32,685,569				$	2,560,649			$	16,775,136
Annuitization activity:
Annuitizations		$	-			$	-			$	-				$	-			$	33,683
Annuity payments and contract charges			-				-				-					(11,056	)			(14,186	)
Adjustments to annuity reserve			-				-				-					(521	)			(384	)
Net annuitization activity		$	-			$	-			$	-				$	(11,577	)		$	19,113
Increase (Decrease) in net assets from participant
transactions		$	2,811,071			$	24,032,867			$	32,685,569				$	2,549,072			$	16,794,249
Increase (Decrease) in net assets		$	2,851,982			$	24,051,764			$	32,730,723				$	(3,489,494	)		$	9,484,411
Net assets:
Beginning of year			-				-				-					25,059,873				15,575,462
End of year		$	2,851,982			$	24,051,764			$	32,730,723				$	21,570,379			$	25,059,873
(a) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	GS2								GS3									GS4
	Sub-Account								Sub-Account									Sub-Account
	Year Ended December 31,				Year Ended December 31,				Year Ended December 31,					Year Ended December 31,				Year Ended December 31,					Year Ended December 31,
		2001				2000				2001					2000					2001				2000
Operations:
Net investment income (loss)		$	(79,875	)		$	145,376				$	(205,196	)		$	(31,827	)		$		(79,670	)		$	(65,464	)
Net realized gains (losses)			(21,462	)			67,950					(857,346	)			812,823					(312,276	)			3,385
Net unrealized gains (losses)			291,405				(232,930	)				(1,993,085	)			(3,285,994	)				(606,478	)			(421,283	)
Increase (Decrease) in net assets
from operations		$	190,068			$	(19,604	)			$	(3,055,627	)		$	(2,504,998	)		$		(998,424	)		$	(483,362	)
Participant transactions:
Accumulation activity:
Purchase payments received		$	1,167,164			$	2,227,941				$	2,652,718			$	7,558,859			$		1,236,714			$	2,094,249
Net transfers between Sub-Accounts
and Fixed Account			874,082				2,112,089					1,054,622				121,089					283,066				1,481,766
Withdrawals, surrenders, annuitizations and contract charges			(531,536	)			(141,632	)				(1,986,959	)			(1,614,921	)				(753,419	)			(557,171	)
Net accumulation activity		$	1,509,710			$	4,198,398				$	1,720,381			$	6,065,027			$		766,361			$	3,018,844
Annuitization activity:
Annuitizations		$	22,308			$	-				$	92,093			$	43,880			$		27,224			$	-
Annuity payments and contract
charges			(1,180	)			(1,044	)				(30,313	)			(9,650	)				(255	)			-
Adjustments to annuity reserve			(2,678	)			(312	)				(2,673	)			(1,358	)				(2,997	)			-
Net annuitization activity		$	18,450			$	(1,356	)			$	59,107			$	32,872			$		23,972			$	-
Increase (Decrease) in net assets from
participant transactions		$	1,528,160			$	4,197,042				$	1,779,488			$	6,097,899			$		790,333			$	3,018,844
Increase (Decrease) in net assets		$	1,718,228			$	4,177,438				$	(1,276,139	)		$	3,592,901			$		(208,091	)		$	2,535,482
Net assets:
Beginning of year			5,972,799				1,795,361					21,609,203				18,016,302					7,968,339				5,432,857
End of year		$	7,691,027			$	5,972,799				$	20,333,064			$	21,609,203			$		7,760,248			$	7,968,339

(a) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	GS5								GS6				GS7				IV1				IV2
	Sub-Account								Sub-Account				Sub-Account				Sub-Account				Sub-Account
	Year Ended December 31,				Year Ended December 31,				Period Ended December 31,				Period Ended December 31,				Period Ended December 31,					Period Ended December 31,
	2001				2000				2001(a)				2001(a)				2001(a)					2001(a)
Operations:
Net investment income (loss)		$	501			$	521,053			$	(1,066	)		$	(2,039	)		$	(8,297	)			$	(3,407	)
Net realized gains (losses)			(1,037,025	)			14,070				(537	)			(731	)			(408,794	)				(8,348	)
Net unrealized gains (losses)			(1,797,124	)			(1,848,128	)			3,771				(3,286	)			43,710					33,775
Increase (Decrease) in net assets
from operations		$	(2,833,648	)		$	(1,313,005	)		$	2,168			$	(6,056	)		$	(373,381	)			$	22,020
Participant transactions:
Accumulation activity:
Purchase payments received		$	2,029,107			$	7,281,280			$	178,969			$	426,835			$	725,546				$	330,703
Net transfers between Sub-Accounts
and Fixed Account			1,676,050				2,123,452				154,740				378,112				1,081,188					589,410
Withdrawals, surrenders, annuitizations
and contract charges			(969,120	)			(292,254	)			(751	)			(35	)			(61,879	)				(8,693	)
Net accumulation activity		$	2,736,037			$	9,112,478			$	332,958			$	804,912			$	1,744,855				$	911,420
Annuitization activity:
Annuitizations		$	-			$	34,296			$	-			$	-			$	-				$	-
Annuity payments and contract
charges			(2,827	)			(2,659	)			-				-				-					-
Adjustments to annuity reserve			898				(242	)			-				-				-					-
Net annuitization activity		$	(1,929	)		$	31,395			$	-			$	-			$	-				$	-
Increase (Decrease) in net assets from participant transactions		$	2,734,108			$	9,143,873			$	332,958			$	804,912			$	1,744,855				$	911,420
Increase (Decrease) in net assets		$	(99,540	)		$	7,830,868			$	335,126			$	798,856			$	1,371,474				$	933,440
Net assets:
Beginning of year			10,558,260				2,727,392				-				-				-					-
End of year		$	10,458,720			$	10,558,260			$	335,126			$	798,856			$	1,371,474				$	933,440

(a) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	JP1							JP2									JP3
	Sub-Account							Sub-Account									Sub-Account
	Year Ended December 31,			Year Ended December 31,				Year Ended December 31,					Year Ended December 31,				Year Ended December 31,					Year Ended December 31,
	2001			2000				2001				2000					2001						2000
Operations:
Net investment income (loss)	$	(197,405	)		$	399,987			$	(42,149	)			$	114,436			$		(94,336	)			$	48,735
Net realized gains (losses)		(1,412,610	)			46,777				(878,188	)				92,785					(461,124	)				100,746
Net unrealized gains (losses)		(1,559,788	)			(3,058,913	)			(1,055,546	)				(1,452,948	)				(117,503	)				(831,853	)
Increase (Decrease) in net assets from operations	$	(3,169,803	)		$	(2,612,149	)		$	(1,975,883	)			$	(1,245,727	)		$		(672,963	)			$	(682,372	)
Participant transactions:
Accumulation activity:
Purchase payments received	$	1,079,481			$	6,209,282			$	1,211,339				$	4,926,786			$	1,556,323					$	4,533,517
Net transfers between Sub-Accounts and Fixed Account		1,081,450				3,569,440				(127,519	)				2,730,587				36,023						1,184,183
Withdrawals, surrenders, annuitizations and contract charges		(1,805,759	)			(1,007,666	)			(536,614	)				(858,767	)			(416,860		)				(283,409	)
Net accumulation activity	$	355,172			$	8,771,056			$	547,206				$	6,798,606			$	1,175,486					$	5,434,291
Annuitization activity:
Annuitizations	$	93,202			$	24,627			$	-				$	11,637			$	-					$	8,065
Annuity payments and contract charges		(18,975	)			(5,081	)			(2,758	)				(2,628)				(1,256		)				(1,022	)
Adjustments to annuity reserve		1,764				(801	)			(25	)				8				(68		)				(64	)
Net annuitization activity	$	75,991			$	18,745			$	(2,783	)			$	9,017			$	(1,324		)			$	6,979
Increase (Decrease) in net assets from participant transactions	$	431,163			$	8,789,801			$	544,423				$	6,807,623			$	1,174,162					$	5,441,270
Increase (Decrease) in net assets	$	(2,738,640	)		$	6,177,652			$	(1,431,460	)			$	5,561,896			$	501,199					$	4,758,898
Net assets:
Beginning of year		21,571,342				15,393,690				8,859,435					3,297,539				6,256,519						1,497,621
End of year	$	18,832,702			$	21,571,342			$	7,427,975				$	8,859,435			$	6,757,718					$	6,256,519

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	LA1 Sub-Account							LA2 Sub-Account					LA3 Sub-Account					CAS Sub-Account
	Year Ended December 31, 2001			Year Ended December 31, 2000					Period Ended December 31, 2001(a)					Period Ended December 31, 2001(a)					Year Ended December 31, 2001				Year Ended December 31, 2000
Operations:
Net investment income (loss)	$	(444,708	)		$	(91,391	)			$	9,113				$	(382	)			$	(310,032	)		$	2,136,922
Net realized gains (losses)		2,964,159				118,938					14,232					(170	)				2,748,020				161,177
Net unrealized gains (losses)		(6,694,842	)			6,022,173					729,007					(3,026	)				(12,001,293	)			(7,568,196	)
Increase (Decrease) in net assets
from operations	$	(4,175,391	)		$	6,049,720				$	752,352				$	(3,578	)			$	(9,563,305	)		$	(5,270,097	)
Participant transactions:
Accumulation activity:
Purchase payments received	$	25,513,511			$	15,511,439				$	4,669,897				$	143,774				$	4,256,102			$	15,702,930
Net transfers between Sub-Accounts
and Fixed Account		64,686,774				10,110,590					18,527,564					193,719					(1,548,564	)			11,269,256
Withdrawals, surrenders, annuitizations
and contract charges		(5,676,977	)			(2,720,289	)				(292,869	)				(978	)				(2,465,502	)			(1,425,528	)
Net accumulation activity	$	84,523,308			$	22,901,740				$	22,904,592				$	336,515				$	242,036			$	25,546,658
Annuitization activity:
Annuitizations	$	105,138			$	2,748				$	44,112				$	-				$	18,417			$	25,215
Annuity payments and contract
charges		(5,997	)			(354	)				(413	)				-					(9,073	)			(6,907	)
Adjustments to annuity reserve		(3,660	)			-					(4,884	)				-					946				(528	)
Net annuitization activity	$	95,481			$	2,394				$	38,815				$	-				$	10,290			$	17,780
Increase (Decrease) in net assets from
participant transactions	$	84,618,789			$	22,904,134				$	22,943,407				$	336,515				$	252,326			$	25,564,438
Increase (Decrease) in net assets	$	80,443,398			$	28,953,854				$	23,695,759				$	332,937				$	(9,310,979	)		$	20,294,341
Net assets:
Beginning of year		49,922,363				20,968,509					-					-					35,294,833				15,000,492
End of year	$	130,365,761			$	49,922,363				$	23,695,759				$	332,937				$	25,983,854			$	35,294,833
(a) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	EGS Sub-Account									GSS Sub-Account									HYS Sub-Account
		Year Ended December 31, 2001				Year Ended December 31, 2000					Period Ended December 31, 2000				Period Ended December 31, 2000					Year Ended December 31, 2001				Year Ended December 31, 2000
Operations:
Net investment income (loss)			$	(932,315	)		$	4,212,255				$	1,484,213			$	891,479				$	2,561,266			$	1,137,982
Net realized gains (losses)				(15,049,458	)			1,369,206					626,904				(234,002	)				(2,059,128	)			(333,120	)
Net unrealized gains (losses)				(15,685,416	)			(23,919,181	)				(210,987	)			1,447,379					(857,711	)			(2,500,086	)
Increase (Decrease) in net assets
from operations			$	(31,667,189	)		$	(18,337,720				$	1,900,130			$	2,104,856				$	(355,573	)		$	(1,695,224	)
Participant transactions:
Accumulation activity:
Purchase payments received			$	9,892,101			$	48,823,812				$	9,453,621			$	7,012,278				$	8,003,059			$	9,374,979
Net transfers between Sub-Accounts
and Fixed Account				1,402,676				20,631,668					20,829,710				1,930,713					10,394,586				7,367,950
Withdrawals, surrenders, annuitizations
and contract charges				(5,174,345	)			(4,288,255	)				(3,382,064	)			(1,540,703	)				(2,929,644	)			(1,270,403	)
Net accumulation activity			$	6,120,432			$	65,167,225				$	26,901,267			$	7,402,288				$	15,468,001			$	15,472,526
Annuitization activity:
Annuitizations			$	58,693			$	65,385				$	-			$	48,400				$	-			$	39,001
Annuity payments and contract
charges				(19,232	)			(20,025	)				(26,017	)			(10,980	)				(14,679	)			(9,322	)
Adjustments to annuity reserve				3,650				(12,774	)				2,079				(712	)				(1,325	)			(1,149	)
Net annuitization activity			$	43,111			$	32,586				$	(23,938	)		$	36,708				$	(16,004	)		$	28,530
Increase (Decrease) in net assets from
participant transactions			$	6,163,543			$	65,199,811				$	26,877,329			$	7,438,996				$	15,451,997			$	15,501,056
Increase (Decrease) in net assets			$	(25,503,646	)		$	46,862,091				$	28,777,459			$	9,543,852				$	15,096,424			$	13,805,832
Net assets:
Beginning of year				77,996,084				31,133,993					24,420,841				14,876,989					26,311,097				12,505,265
End of year			$	52,492,438			$	77,996,084				$	53,198,300			$	24,420,841				$	41,407,521			$	26,311,097

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	M1A				M1B				MFC				MFD				MFE				MFF
	Sub-Account				Sub-Account				Sub-Account				Sub-Account				Sub-Account				Sub-Account
	Period Ended				Period Ended				Period Ended				Period Ended				Period Ended				Period Ended
	December 31,				December 31,				December 31,				December 31,				December 31,				December 31,
	2001(b)				2001(b)				2001(b)				2001(b)				2001(b)				2001(b)
Operations:
Net investment income (loss)		$	(5,667	)		$	(6,640	)		$	(8,306	)		$	(1,363	)		$	(5,666	)		$	(2,738	)
Net realized gains (losses)			38,568				6,150				3,467				(2,320	)			(7,276	)			45,307
Net unrealized gains (losses)			228,510				137,455				48,150				32,632				10,354				35,101
Increase (Decrease) in net assets
from operations		$	261,411			$	136,965			$	43,311			$	28,949			$	(2,588	)		$	77,670
Participant transactions:
Accumulation activity:
Purchase payments received		$	1,943,665			$	2,395,046			$	2,529,142			$	546,566			$	2,060,615			$	1,101,830
Net transfers between Sub-Accounts
and Fixed Account			221,914				980,238				1,145,090				165,064				467,211				(202,865	)
Withdrawals, surrenders, annuitizations
and contract charges			(9,859	)			(68,348	)			(10,676	)			(3,444	)			(8,124	)			(3,587	)
Net accumulation activity		$	2,155,720			$	3,306,936			$	3,663,556			$	708,186			$	2,519,702			$	895,378
Annuitization activity:
Annuitizations		$	-			$	-			$	-			$	-			$	-			$	-
Annuity payments and contract
charges			-				-				-				-				-				-
Adjustments to annuity reserve			-				-				-				-				-				-
Net annuitization activity		$	-			$	-			$	-			$	-			$	-			$	-
Increase (Decrease) in net assets from
participant transactions		$	2,155,720			$	3,306,936			$	3,663,556			$	708,186			$	2,519,702			$	895,378
Increase (Decrease) in net assets		$	2,417,131			$	3,443,901			$	3,706,867			$	737,135			$	2,517,114			$	973,048
Net assets:
Beginning of year			-				-				-				-				-				-
End of year		$	2,417,131			$	3,443,901			$	3,706,867			$	737,135			$	2,517,114			$	973,048

(b) For the period August 27, 2001 (commencement of operations) through December 31, 2001.

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	MFJ				MFK				MFL				MIS
	Sub-Account				Sub-Account				Sub-Account				Sub-Account
	Period Ended				Period Ended				Period Ended				Year Ended				Year Ended
	December 31,				December 31,				December 31,				December 31,				December 31,
	2001(b)				2001(b)				2001(b)				2001				2000
Operations:
Net investment income (loss)		$	(17,341	)		$	(18,843	)		$	(5,326	)		$	(716,071	)		$	428,072
Net realized gains (losses)			(618	)			(6,469	)			66				1,147,135				312,388
Net unrealized gains (losses)			212,888				(27,168	)			64,437				(16,356,886	)			(5,551,212	)
Increase (Decrease) in net assets from operations		$	194,929			$	(52,480	)		$	59,177			$	(15,925,822	)		$	(4,810,752	)
Participant transactions:
Accumulation activity:
Purchase payments received		$	6,603,339			$	5,969,595			$	2,106,638			$	16,258,754			$	31,327,517
Net transfers between Sub-Accounts and Fixed
Account			1,907,667				463,629				516,627				9,257,938				15,851,128
Withdrawals, surrenders, annuitizations and contract
charges			(48,421	)			(29,148	)			(10,972	)			(3,358,184	)			(1,655,830	)
Net accumulation activity		$	8,462,585			$	6,404,076			$	2,612,293			$	22,158,508			$	45,522,815
Annuitization activity:
Annuitizations		$	-			$	-			$	-			$	20,212			$	2,596
Annuity payments and contract charges			-				-				-				(11,320	)			(13,291	)
Adjustments to annuity reserve			-				-				-				(2,458				6,812
Net annuitization activity		$	-			$	-			$	-			$	6,434			$	(3,883	)
Increase (Decrease) in net assets from participant
transactions		$	8,462,585			$	6,404,076			$	2,612,293			$	22,164,942			$	45,518,932
Increase (Decrease) in net assets		$	8,657,514			$	6,351,596			$	2,671,470			$	6,239,120			$	40,708,180
Net assets:
Beginning of year			-				-				-				49,055,303				8,347,123
End of year		$	8,657,514			$	6,351,596			$	2,671,470			$	55,294,423			$	49,055,303

(b) For the period August 27, 2001 (commencement of operations) through December 31, 2001.

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	MIT						MMS						NWD
	Sub-Account						Sub-Account						Sub-Account
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2001			2000			2001			2000			2001			2000
Operations:
Net investment income (loss)	$	(257,569	)	$	891,969		$	153,045		$	284,637		$	(499,252	)	$	396,815
Net realized gains (losses)		1,179,654			(42,956	)		-			-			(2,164,990	)		215,420
Net unrealized gains (losses)		(7,752,834	)		(1,033,680	)		-			-			654,243			(2,535,859	)
Increase (Decrease) in net assets
from operations	$	(6,830,749	)	$	(184,667	)	$	153,045		$	284,637		$	(2,009,999	)	$	(1,923,624	)
Participant transactions:
Accumulation activity:
Purchase payments received	$	11,339,763		$	16,376,271		$	88,695		$	41,667		$	8,088,240		$	18,552,634
Net transfers between Sub-Accounts
and Fixed Account		7,086,373			8,459,298			3,134,629			34,423			3,231,188			9,115,142
Withdrawals, surrenders, annuitizations
and contract charges		(3,019,378	)		(928,927	)		(2,564,050	)		(1,421,442	)		(2,245,337	)		(645,011	)
Net accumulation activity	$	15,406,758		$	23,906,642		$	659,274		$	(1,345,352	)	$	9,074,091		$	27,022,765
Annuitization activity:
Annuitizations	$	144,567		$	14,843		$	-		$	-		$	-		$	12,096
Annuity payments and contract
charges		(7,971	)		(2,403	)		-			-			(1,806	)		(1,074	)
Adjustments to annuity reserve		(13,408	)		(179	)		-			-			(121	)		(70	)
Net annuitization activity	$	123,188		$	12,261		$	-		$	-		$	(1,927	)	$	10,952
Increase (Decrease) in net assets from
participant transactions	$	15,529,946		$	23,918,903		$	659,274		$	(1,345,352	)	$	9,072,164		$	27,033,717
Increase (Decrease) in net assets	$	8,699,197		$	23,734,236		$	812,319		$	(1,060,715	)	$	7,062,165		$	25,110,093
Net assets:
Beginning of year		31,560,748			7,826,512			5,997,481			7,058,196			27,083,524			1,973,431
End of year	$	40,259,945		$	31,560,748		$	6,809,800		$	5,997,481		$	34,145,689		$	27,083,524

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	TRS						UTS						OP1
	Sub-Account						Sub-Account						Sub-Account
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2001			2000			2001			2000			2001			2000
Operations:
Net investment income (loss)	$	523,834		$	534,976		$	1,172,733		$	2,367,957		$	(99,572	)	$	963,088
Net realized gains (losses)		1,487,503			(10,343	)		2,164,163			554,011			1,772,904			(742,204	)
Net unrealized gains (losses)		(2,126,950	)		1,001,505			(18,785,134	)		(1,911,995	)		(2,871,870	)		2,769,954
Increase (Decrease) in net assets
from operations	$	(115,613	)	$	1,526,138		$	(15,448,238	)	$	1,009,973		$	(1,198,538	)	$	2,990,838
Participant transactions:
Accumulation activity:
Purchase payments received	$	15,789,522		$	7,518,367		$	7,856,326		$	20,151,056		$	693,189		$	3,774,159
Net transfers between Sub-Accounts
and Fixed Account		18,657,170			3,909,033			7,777,265			12,322,768			(11,404,523	)		6,822,619
Withdrawals, surrenders, annuitizations
and contract charges		(2,332,203	)		(390,889	)		(4,312,036	)		(1,704,218	)		(1,456,966	)		(1,489,630	)
Net accumulation activity	$	32,114,489		$	11,036,511		$	11,321,555		$	30,769,606		$	(12,168,300	)	$	9,107,148
Annuitization activity:
Annuitizations	$	72,025		$	2,525		$	247,825		$	2,470		$	23,586		$	6,518
Annuity payments and contract
Charges		(13,810	)		(8,757	)		(67,499	)		(19,395	)		(7,267	)		(1,714	)
Adjustments to annuity reserve		(6,160	)		(1,172	)		(1,966	)		(2,599	)		(22	)		(172	)
Net annuitization activity	$	52,055		$	(7,404	)	$	178,360		$	(19,524	)	$	16,297		$	4,632
Increase (Decrease) in net assets from
participant transactions	$	32,166,544		$	11,029,107		$	11,499,915		$	30,750,082		$	(12,152,003	)	$	9,111,780
Increase (Decrease) in net assets	$	32,050,931		$	12,555,245		$	(3,948,323	)	$	31,760,055		$	(13,350,541	)	$	12,102,618
Net assets:
Beginning of year		15,220,998			2,665,753			50,598,244			18,838,189			24,574,731			12,472,113
End of year	$	47,271,929		$	15,220,998		$	46,649,921		$	50,598,244		$	11,224,190		$	24,574,731

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	OP2 Sub-Account						OP3 Sub-Account						OP4 Sub-Account
	Year Ended December 31, 2001			Year Ended December 31, 2000			Year Ended December 31, 2001			Year Ended December 31, 2000			Year Ended December 31, 2001			Year Ended December 31, 2000
Operations:
Net investment income (loss)	$	(176,981	)	$	1,274,841		$	(33,365	)	$	(51,727	)	$	35,517		$	214,541
Net realized gains (losses)		982,735			747,956			1,582,394			326,336			(59,812	)		(82,048	)
Net unrealized gains (losses)		(132,087	)		116,351			(1,007,212	)		1,752,541			(227,621	)		198,372
Increase (Decrease) in net assets
from operations	$	673,667		$	2,139,148		$	541,817		$	2,027,150		$	(251,916	)	$	330,865
Participant transactions:
Accumulation activity:
Purchase payments received	$	169,985		$	5,258,529		$	398,621		$	1,132,415		$	151,907		$	595,244
Net transfers between Sub-Accounts
and Fixed Account		(420,440	)		4,416,129			(3,187,530	)		4,690,015			91,906			589,937
Withdrawals, surrenders, annuitizations
and contract charges		(1,045,612	)		(808,921	)		(585,858	)		(377,547	)		(460,560	)		(178,513	)
Net accumulation activity	$	(1,296,067	)	$	8,865,737		$	(3,374,767	)	$	5,444,883		$	(216,747	)	$	1,006,668
Annuitization activity:
Annuitizations	$	-		$	7,730		$	-		$	5,045		$	-		$	-
Annuity payments and contract
charges		(6,755	)		(5,582	)		(3,295	)		(1,705	)		-			-
Adjustments to annuity reserve		(645	)		(986	)		10			(209	)		-			-
Net annuitization activity	$	(7,400	)	$	1,162		$	(3,285	)	$	3,131		$	-		$	-
Increase (Decrease) in net assets from
participant transactions	$	(1,303,467	)	$	8,866,899		$	(3,378,052	)	$	5,448,014		$	(216,747	)	$	1,006,668
Increase (Decrease) in net assets	$	(629,800	)	$	11,006,047		$	(2,836,235	)	$	7,475,164		$	(468,663	)	$	1,337,533
Net assets:
Beginning of year		15,194,233			4,188,186			10,307,075			2,831,911			3,815,153			2,477,620
End of year	$	14,564,433		$	15,194,233		$	7,470,840		$	10,307,075		$	3,346,490		$	3,815,153

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	RX1 Sub-Account				RX2 Sub-Account					SB1 Sub-Account								SB2 Sub-Account
	Period Ended December 31, 2001(a)					Period Ended December 31, 2001(a)					Year Ended December 31, 2001			Year Ended December 31, 2000					Year Ended December 31, 2001				Year Ended December 31, 2000
Operations:
Net investment income (loss)		$	3,952				$	(7,370	)		$	(4,504	)		$	26,417				$	(5,892	)		$	14,426
Net realized gains (losses)			(163	)				(412	)			46,501				13,693					20,704				42,090
Net unrealized gains (losses)			7,255					(53,260	)			(54,002	)			25,473					(80,106	)			18,889
Increase (Decrease) in net assets
from operations		$	11,044				$	(61,042	)		$	(12,005	)		$	65,583				$	(65,294	)		$	75,405
Participant transactions:
Accumulation activity:
Purchase payments received		$	78,536				$	447,331			$	10,653			$	15,380				$	8,159			$	7,060
Net transfers between Sub-Accounts
and Fixed Account			117,164					1,276,774				416,947				43,755					29,508				59,157
Withdrawals, surrenders, annuitizations
and contract charges			(6	)				(16,695	)			(30,244	)			(1,893	)				(48,575	)			(160,332	)
Net accumulation activity		$	195,694				$	1,707,410			$	397,356			$	57,242				$	(10,908	)			(94,115	)
Annuitization activity:
Annuitizations		$	-				$	-			$	-			$	-				$	-			$	-
Annuity payments and contract
charges			-					-				-				-					-				-
Adjustments to annuity reserve			-					-				-				-					-				-
Net annuitization activity		$	-				$	-			$	-			$	-				$	-			$	-
Increase (Decrease) in net assets from
participant transactions		$	195,694				$	1,707,410			$	397,356			$	57,242				$	(10,908	)		$	(94,115	)
Increase (Decrease) in net assets		$	206,738				$	1,646,368			$	385,351			$	122,825				$	(76,202	)		$	(18,710	)
Net assets:
Beginning of year			-					-				509,766				386,941					642,325				661,035
End of year		$	206,738				$	1,646,368			$	895,117			$	509,766				$	566,123			$	642,325

(a) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	SB3 Sub-Account						SB4 Sub-Account						SC1 Sub-Account
	Year Ended December 31, 2001			Year Ended December 31, 2000			Year Ended December 31, 2001			Year Ended December 31, 2000			Year Ended December 31, 2001			Year Ended December 31, 2000
Operations:
Net investment income (loss)	$	76,331		$	201,150		$	23,091		$	76,277		$	1,356,449		$	972,990
Net realized gains (losses)		38,621			(77,047	)		(13,305	)		(2,573	)		-			-
Net unrealized gains (losses)		125,821			202,793			(117,453	)		184,562			-			-
Increase (Decrease) in net assets
from operations	$	240,773		$	326,896		$	(107,667	)	$	258,266		$	1,356,449		$	972,990
Participant transactions:
Accumulation activity:
Purchase payments received	$	3,341		$	192,923		$	2,337		$	54,695		$	61,183,777		$	45,016,484
Net transfers between Sub-Accounts
and Fixed Account		(902,803	)		(1,959,527	)		(61,382	)		(1,594,513	)		30,836,941			(15,599,348	)
Withdrawals, surrenders, annuitizations
and contract charges		(477,261	)		(542,788	)		(479,033	)		(736,675	)		(16,485,142	)		(3,563,787	)
Net accumulation activity	$	(1,376,723	)	$	(2,309,392	)	$	(538,078	)	$	(2,276,493	)	$	75,535,576	)	$	25,853,349
Annuitization activity:
Annuitizations	$	-		$	-		$	-		$	-		$	308,296		$	48,025
Annuity payments and contract
charges		(1,441	)		(1,383	)		(946	)		(951	)		(112,515	)		(2,652	)
Adjustments to annuity reserve		7			(443	)		(34	)		(163	)		(1,613	)		(360	)
Net annuitization activity	$	(1,434	)	$	(1,826	)	$	(980	)	$	(1,114	)	$	194,168		$	45,013
Increase (Decrease) in net assets from
participant transactions	$	(1,378,157	)	$	(2,311,218	)	$	(539,058	)	$	(2,277,607	)	$	75,729,744		$	25,898,362
Increase (Decrease) in net assets	$	(1,137,384	)	$	(1,984,322	)	$	(646,725	)	$	(2,019,341	)	$	77,086,193		$	26,871,352
Net assets:
Beginning of year		4,789,050			6,773,372			4,626,641			6,645,982			38,219,298			11,347,946
End of year	$	3,651,666		$	4,789,050		$	3,979,916		$	4,626,641		$	115,305491		$	38,219,298

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	SC2 Sub-Account						SC3 Sub-Account						SC4 Sub-Account
	Year Ended December 31, 2001			Year Ended December 31, 2000			Year Ended December 31, 2001			Year Ended December 31, 2000			Year Ended December 31, 2001			Year Ended December 31, 2000
Operations:
Net investment income (loss)	$	2,265,478		$	1,023,077		$	651,479		$	376,494		$	(242,136	)	$	332,894
Net realized gains (losses)		445,817			(37,447	)		1,403,818			145,709			(4,651,055	)		77,556
Net unrealized gains (losses)		(375,204	)		847,050			(206,079	)		634,513			1,933,975			(1,875,677	)
Increase (Decrease) in net assets
from operations	$	2,336,091		$	1,832,680		$	1,849,218		$	1,156,716		$	(2,959,216	)	$	(1,465,227	)
Participant transactions:
Accumulation activity:
Purchase payments received	$	17,462,938		$	13,890,703		$	5,513,151		$	5,229,041		$	7,344,960		$	7,075,330
Net transfers between Sub-Accounts
and Fixed Account		34,391,448			6,947,581			1,821,563			3,338,950			(6,246,177	)		4,600,703
Withdrawals, surrenders, annuitizations
and contract charges		(3,488,884	)		(1,635,930	)		(1,589,971	)		(297,116	)		(1,268,037	)		(208,011	)
Net accumulation activity	$	48,365,502		$	19,202,354		$	5,744,743		$	8,270,875		$	(169,254	)	$	11,468,022
Annuitization activity:
Annuitizations	$	-		$	85,012		$	22,482		$	6,522		$	-		$	11,083
Annuity payments and contract
charges		(80,351	)		(54,705	)		(2,066	)		(993	)		(1,379	)		(548	)
Adjustments to annuity reserve		(5,005	)		(10,405	)		(2,628	)		(7,420	)		(59	)		(268	)
Net annuitization activity	$	(85,356	)	$	19,902		$	17,788		$	(1,891	)	$	(1,438	)	$	10,267
Increase (Decrease) in net assets from
participant transactions	$	48,280,146		$	19,222,256		$	5,762,531		$	8,268,984		$	(170,692	)	$	11,478,289
Increase (Decrease) in net assets	$	50,616,237		$	21,054,936		$	7,611,749		$	9,425,700		$	(3,129,908	)	$	10,013,062
Net assets:
Beginning of year		29,296,422			8,241,486			10,746,717			1,321,017			11,360,053			1,346,991
End of year	$	79,912,659		$	29,296,422		$	18,358,466		$	10,746,717		$	8,230,145		$	11,360,053

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	SC5 Sub-Account								SC6 Sub-Account								SC7 Sub-Account
	Year Ended December 31 2001			,	Year Ended December 31, 2000				Year Ended December 31, 2001				Year Ended December 31, 2000				Year Ended December 31, 2001			Period Ended December 31, 2000(c)
Operations:
Net investment income (loss)	$	(689,460	)			$	2,443,815			$	(34,511	)		$	154,731		$	(259,405	)	$	(6,017	)
Net realized gains (losses)		(2,489,237	)				983,376				(232,687	)			52,234			(2,895,803	)		(28,630	)
Net unrealized gains (losses)		2,259,571					(2,201,442	)			116,734				(369,044	)		(122,141	)		146,144
Increase (Decrease) in net assets
from operations	$	(919,126	)			$	1,225,749			$	(150,464	)		$	(162,079	)	$	(3,277,349	)	$	111,497
Participant transactions:
Accumulation activity:
Purchase payments received	$	16,298,751				$	17,658,818			$	947,858			$	1,369,989		$	19,758,608		$	7,416,698
Net transfers between Sub-Accounts
And Fixed Account		6,860,730					11,652,016				545,371				848,724			6,911,496			3,165,118
Withdrawals, surrenders, annuitizations
And contract charges		(3,481,265	)				(855,413	)			(234,813	)			(133,128	)		(2,055,972	)		(63,091	)
Net accumulation activity	$	19,678,216				$	28,455,421			$	1,258,416			$	2,085,585		$	24,614,132		$	10,518,725
Annuitization activity:
Annuitizations	$	82,828				$	28,344			$	27,210			$	17,422		$	97,366		$	9,727
Annuity payments and contract
charges		(16,303	)				(2,835	)			(2,050	)			(1,759	)		(3,054	)		(258	)
Adjustments to annuity reserve		(11,598	)				(71	)			(3,189	)			(5,547	)		58,969			(9,527	)
Net annuitization activity	$	54,927				$	25,438			$	21,971			$	10,116		$	153,281		$	(58	)
Increase (Decrease) in net assets from
participant transactions	$	19,733,143				$	28,480,859			$	1,280,387			$	2,095,701		$	24,767,413		$	10,518,667
Increase (Decrease) in net assets	$	18,814,017				$	29,706,608			$	1,129,923			$	1,933,622		$	21,490,064		$	10,630,164
Net assets:
Beginning of year		32,672,695					2,966,087				2,439,780				506,158			10,630,164			-
End of year	$	51,486,712				$	32,672,695			$	3,569,703			$	2,439,780		$	32,120,228		$	10,630,164
(c) For the period July 17, 2000 (commencement of operations) through December 31, 2000.

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	SC8 Sub-Account						SC9 Sub-Account						SCA Sub-Account
	Year Ended December 31, 2001			Period Ended December 31, 2000(c)			Year Ended December 31, 2001			Period Ended December 31, 2000(c)			Year Ended December 31, 2001			Period Ended December 31, 2000(c)
Operations:
Net investment income (loss)	$	(66,800	)	$	(2,148	)	$	(11,647	)	$	386		$	(190,930	)	$	4,545
Net realized gains (losses)		(31,130	)		(1,750	)		120,827			236			229,706			(14,344	)
Net unrealized gains (losses)		(233,360	)		172,780			(321,910	)		16,999			743,593			192,337
Increase (Decrease) in net assets
from operations	$	(331,290	)	$	168,882		$	(212,730	)	$	17,621		$	782,369		$	182,538
Participant transactions:
Accumulation activity:
Purchase payments received .	$	3,362,647		$	1,339,374			1,959,323		$	253,573		$	7,620,406		$	3,629,640
Net transfers between Sub-Accounts
and Fixed Account		2,705,134			989,209			2,855,193			43,923			(420,900	)		2,276,395
Withdrawals, surrenders, annuitizations
and contract charges		(223,556			(36,479	)		(402,238	)		(3,203	)		(1,280,293	)		(33,619	)
Net accumulation activity	$	5,844,225	)	$	2,292,104		$	4,412,278		$	294,293		$	5,919,213		$	5,872,416
Annuitization activity:
Annuitizations	$	26,975		$	-		$	21,702		$	-		$	44,452		$	-
Annuity payments and contract
charges		(253	)		-			(202	)		-			(417	)		-
Adjustments to annuity reserve		(3,055	)		-			(2,341	)		-			(5,190	)		-
Net annuitization activity	$	23,667		$	-		$	19,159		$	-		$	38,845		$	-
Increase (Decrease) in net assets from
participant transactions	$	5,867,892		$	2,292,104		$	4,431,437		$	294,293		$	5,958,058		$	5,872,416
Increase (Decrease) in net assets	$	5,536,602		$	2,460,986		$	4,218,707		$	311,914		$	6,740,427		$	6,054,954
Net assets:
Beginning of year		2,460,986			-			311,914			-			6,054,954			-
End of year	$	7,997,588		$	2,460,986		$	4,530,621		$	311,914		$	12,795,381		$	6,054,954

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	SCB Sub-Account						SCC Sub-Account							SCD Sub-Account
	Year Ended December 31, 2001			Period Ended December 31, 2000(c)			Year Ended December 31, 2001			Period Ended December 31, 2000(c)				Period Ended December 31, 2001(a)
Operations:
Net investment income (loss)	$	(115,074	)	$	58,567		$	(3,396	)		$	562		$	(11,067	)
Net realized gains (losses)		416,769			11,981			(578	)			234			9,741
Net unrealized gains (losses)		827,803			388,618			(107,592	)			8,540			(107,959	)
Increase (Decrease) in net assets From operations	$	1,129,498		$	459,166		$	(111,566	)		$	9,336		$	(109,285	)
Participant transactions:
Accumulation activity:
Purchase payments received	$	4,993,677		$	1,609,526		$	1,417,667			$	99,296		$	955,770
Net transfers between Sub-Accounts
and Fixed Account		10,693,853			1,487,413			1,090,809				14,721			1,162,747
Withdrawals, surrenders, annuitizations
and contract charges		(1,031,713	)		(20,946	)		(63,551	)			(3,204	)		(28,330	)
Net accumulation activity	$	14,655,817		$	3,075,993		$	2,444,925			$	110,813		$	2,090,187
Annuitization activity:
Annuitizations	$	22,252		$	-		$	21,897			$	-		$	-
Annuity payments and contract charges		(207	)		-			(202	)			-			-
Adjustments to annuity reserve		(2,613	)		-			(2,332	)			-			-
Net annuitization activity	$	19,432		$	-		$	19,363			$	-		$	-
Increase (Decrease) in net assets from
participant transactions	$	14,675,249		$	3,075,993		$	2,464,288			$	110,813		$	2,090,187
Increase (Decrease) in net assets	$	15,804,747		$	3,535,159		$	2,352,722			$	120,149		$	1,980,902
Net assets:
Beginning of year		3,535,159			-			120,149				-			-
End of year	$	19,339,906		$	3,535,159		$	2,472,871			$	120,149		$	1,980,902

(a) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

(c) For the period July 17, 2000 (commencement of operations) through December 31, 2000.

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	SCE Sub-Account			SCF Sub-Account			SCG Sub-Account			SCH Sub-Account			SCD Sub-Account
	Period Ended December 31, 2001(a)			Period Ended December 31, 2001(a)			Period Ended December 31, 2001(a)			Period Ended December 31, 2001(a)			Year Ended December 31, 2001(a)
Operations:
Net investment income (loss)	$	(1,541	)	$	(23,452	)	$	(5,864	)	$	(208	)	$	(12,157	)
Net realized gains (losses)		(26,684	)		(10,597	)		(304,826	)		(4,309	)		(30,173	)
Net unrealized gains (losses)		(17,453	)		32,831			13,895			57,560			(119,683	)
Increase (Decrease) in net assets from operations	$	(45,678	)	$	(1,218	)	$	(296,795	)	$	53,043		$	(162,013	)
Participant transactions:
Accumulation activity:
Purchase payments received	$	314,690		$	1,779,346		$	405,199		$	782,239		$	937,098
Net transfers between Sub-Accounts
and Fixed Account		155,266			2,651,231			715,816			690,792			1,716,568
Withdrawals, surrenders, annuitizations
and contract charges		(4,811	)		(66,036	)		(50,950	)		(9,444	)		(62,355	)
Net accumulation activity	$	465,145		$	4,364,541		$	1,070,065		$	1,463,587		$	2,591,311
Annuitization activity:
Annuitizations	$	-		$	-		$	-		$	-		$	-
Annuity payments and contract charges		-			-			-			-			-
Adjustments to annuity reserve		-			-			-			-			-
Net annuitization activity	$	-		$	-		$	-		$	-		$	-
Increase (Decrease) in net assets from
participant transactions	$	465,145		$	4,364,541		$	1,070,065		$	1,463,587		$	2,591,311
Increase (Decrease) in net assets	$	419,467		$	4,363,323		$	773,270		$	1,516,630		$	2,429,298
Net assets:
Beginning of year		-			-			-			-			-
End of year	$	419,467		$	4,363,323		$	773,270		$	1,516,630		$	2,429,298

(a) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

See notes to financial statements

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements

(1) Organization

Sun Life of Canada (U.S.) Variable Account F (the ''Variable Account'') is a separate account of Sun Life of Assurance Company of Canada (U.S.), (the ''Sponsor''), and was established on July 13, 1989 as a funding vehicle for the variable portion of Futurity contracts, Futurity II contracts, Futurity Focus contracts, Futurity Accolade contracts, Futurity Focus II contracts, Futurity III contracts and Futurity Select Four contracts (collectively, the ''Contracts'') and certain other group and individual fixed and variable annuity contracts issued by the Sponsor. The Variable Account is registered with the Securities and Exchange Commission under the Investment Company Act of 1940 as a unit investment trust and exists in accordance with the regulations of the Delaware insurance department.

The assets of the Variable Account are divided into Sub-accounts. Each Sub-Account is invested in shares of a single corresponding investment portfolio of certain open-end mutual funds registered under the Investment Act of 1940. With respects to the Futurity contracts, the Funds are: AIM Variable Insurance Fund, Inc., the Alger American Fund, Credit Suisse Institutional Fund, Inc., Goldman Sachs Variable Insurance Trust, J.P. Morgan Series Trust II, Lord Abbett Series Fund, Inc., MFS/Sun Life Series Trust, OCC Accumulation Trust and Salomon Brothers Variable Series Funds, Inc. With respects to the Futurity II contracts, the Funds are: AIM Variable Insurance Fund, Inc., the Alger American Fund, Alliance Variable Products Series Fund, Inc., Credit Suisse Institutional Fund, Inc., Fidelity Variable Insurance Products Funds, Goldman Sachs Variable Insurance Trust, INVESCO Variable Investment Funds, Inc., J.P. Morgan Series Trust II, Lord Abbett Series Fund, Inc., MFS/Sun Life Series Trust, OCC Accumulation Trust, Rydex Variable Trust and Sun Capital Advisers Trust. With respect to the Futurity Focus contracts, the Funds are: AIM Variable Insurance Fund, Inc., the Alger American Fund, Credit Suisse Institutional Fund, Inc., Goldman Sachs Variable Insurance Trust, J.P. Morgan Series Trust II, Lord Abbett Series Fund, Inc., MFS/ Sun Life Series Trust, OCC Accumulation Trust and Sun Capital Advisers Trust. With respect to the Futurity Accolade contracts, the Funds are: AIM Variable Insurance Fund, Inc., the Alger American Fund, Alliance Variable Products Series Fund, Inc., Fidelity Variable Insurance Products Funds, Goldman Sachs Variable Insurance Trust, INVESCO Variable Investment Funds, Inc. J.P. Morgan Series Trust II, Lord Abbett Series Fund, Inc., MFS/Sun Life Series Trust, OCC Accumulation Trust, Rydex Variable Trust and Sun Capital Advisers Trust. With respects to the Futurity Focus II contracts, Futurity III contracts and Futurity Select Four contracts, the Funds are: AIM Variable Insurance Fund, Inc., the Alger American Fund, Alliance Variable Products Series Fund, Inc., Fidelity Variable Insurance Products Funds, Goldman Sachs Variable Insurance Trust, INVESCO Variable Investment Funds, Inc. J.P. Morgan Series Trust II, Lord Abbett Series Fund, Inc., MFS/Sun Life Series Trust, Rydex Variable Trust and Sun Capital Advisers Trust.

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

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(2) Significant Accounting Policies

General

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Sponsor's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Certain prior year amounts have been reclassified to conform to the current year's presentation.

Investment Valuations

Investments in shares of the Funds are recorded at their net asset value. The Funds value their investment securities at fair value. Transactions are recorded on a trade date basis. Realized gains and losses on sales of shares of the Funds are determined on the identified cost basis. Dividend income and capital gain distributions received by the Sub-Accounts are reinvested in additional Fund shares and are recognized on the ex-dividend date.

Exchanges between Sub-Accounts requested by contract participants are recorded in the new Sub-Account upon receipt of the redemption proceeds.

Federal Income Tax Status

The operations of the Variable Account are part of the operations of the Sponsor and are not taxed separately. The Variable Account is not taxed as a regulated investment company. The Sponsor qualifies for the federal income tax treatment granted to life insurance companies under Subchapter L of the Internal Revenue Code. Under existing federal income tax law, investment income and capital gains earned by the Variable Account on contract owner reserves are not taxable and, therefore, no provision has been made for federal income taxes.

(3) Contract Charges and Related Party Transactions

A mortality and expense risk charge based on the value of the Sub-Accounts included in the Variable Account is deducted from the Variable Account at the end of each valuation period for the mortality and expense risks assumed by the Sponsor. The deductions are transferred periodically to the Sponsor. Currently, the deduction is at an effective annual rate as follows:

	Level 1	Level 2		Level 3		Level 4		Level 5		Level 6
Futurity contracts	1.25%		-		-		-		-		-
Futurity II contracts	1.25%	-		-		-		-		-
Futurity Focus contracts	1.00%	-		-		-		-		-
Futurity Accolade contracts	1.30%	1.45%		1.55%		1.70%		-		-
Futurity Focus II contracts	1.00%	1.15%		1.25%		1.40%		1.50%		1.65%
Futurity III contracts	.85%	1.00%		1.10%		1.15%		1.25%		1.40%
Futurity Select Four contracts	.95%	1.10%		1.20%		1.35%		1.45%		1.60%

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(3) Contract Charges and Related Party Transactions - continued

Each year on the account anniversary, an account administration fee (''Account Fee'') equal to the lesser of $30 in the case of Futurity contracts, $35 in the case of Futurity II contracts, Futurity Accolade contracts and Futurity III contracts and $50 in the case of Futurity Focus contracts, Futurity Focus II contracts and Futurity Select Four contracts or 2% of the participant's account value in Account Years one through five (thereafter, the Account Fee may be changed annually, but it may not exceed the lesser of $50 or 2% of the participant's account value) is deducted from the participant's account to reimburse the Sponsor for certain administrative expenses. After the annuity commencement date, the Account Fee will be deducted pro rata from each variable annuity payment made during the year. As reimbursement for administrative expenses attributable to contracts which exceed the revenues received from the Account Fees, the Sponsor makes a deduction from the Variable Account at the end of each valuation period at an effective annual rate of 0.15% of the net assets attributable to such Contracts.

Massachusetts Financial Services Company is the investment adviser to the MFS/Sun Life Series Trust. Sun Capital Advisers Inc. is the investment adviser to Sun Capital Advisers Trust. Both are affiliates of the Sponsor and charge management fees at an effective annual rate ranging from .60% to 1.82% and .65% to 1.25% of the Fund's net assets, respectively.

The Sponsor does not deduct a sales charge from purchase payments. However, a withdrawal charge (contingent deferred sales charge) of up to 8% of certain amounts withdrawn, when applicable, may be deducted to cover certain expenses relating to the sale of the Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II and Futurity Select Four Contracts, including commissions paid to sales personnel, the costs of preparation of sales literature, and other promotional costs and acquisition expenses.

For the year ended December 31, 2001, the Sponsor received the following amount related to the above mentioned contract and surrender charges. These charges are reflected in the Withdrawals, surrenders, annuitizations and contract charges line of the Statement of Changes in Net Assets.

	Contract Charges		Surrender Charges
AIM Variable Insurance Fund, Inc.
V.I. Capital Appreciation Fund	$16,736		$ 29,151
V.I. Growth Fund	21,034		22,310
V.I. Growth and Income Fund	19,257		45,595
V.I. International Equity Fund.	16,930		39,949
V.I. Value Fund	40		-
The Alger American Fund
Growth Portfolio	24,476		88,386
Income and Growth Portfolio	14,183		92,673
Small Capitalization Portfolio	6,484		18,315
Alliance Variable Products Series Fund, Inc.
Premier Growth Fund	62	56
Technology Fund.	5	-
Growth and Income Fund	464	342
Quasar Fund	76	561

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(3) Contract Charges and Related Party Transactions - continued

	Contract Charges		Surrender Charges
Credit Suisse Institutional
Emerging Markets Portfolio	$	920	$	4,938
Post-Venture Capital Portfolio		388		1,781
International Equity Portfolio		675		936
Small Company Growth Portfolio		1,329		5,346
Fidelity Variable Insurance Products Funds
VIP Contra Fund		51		112
VIP Overseas Fund		198		458
VIP Growth Fund		339		6,120
Goldman Sachs Variable Insurance Trust
VIT COREsm Large Cap Growth Fund		7,747		39,216
VIT COREsm Small Cap Equity Fund		1,526		7,462
VIT COREsm US Equity Fund		6,003		26,888
Growth and Income Fund		2,155		11,981
International Equity Fund		3,279		24,781
INVESCO Variable Investment Funds, Inc.
Dynamics Fund		60		565
Small Company Growth Fund		12		-
J.P. Morgan Series Trust II
U.S. Disciplined Equity Portfolio		6,531		30,919
International Opportunities Portfolio		3,040		10,917
Small Company Portfolio		2,370		11,858
Lord Abbett Series Fund, Inc.
Growth and Income Portfolio		13,892		102,356
Mid Cap Value		739		3,921
International Portfolio		-		27
MFS/Sun Life Series Trust
Capital Appreciation Series		9,415		44,928
Emerging Growth Series		26,607		124,941
Government Securities Series		7,401		77,179
High Yield Series		9,407		63,961
Total Return S Class		33		-
Massachusetts Investors Growth Stock Series		14,402		44,265
Massachusetts Investors Trust Series		9,049		29,252
Money Market		1,793		75,195
New Discovery Series		10,143		38,939
Total Return Series		5,006		30,905
Utilities Series		13,857		101,321
OCC Accumulation Trust
Equity Portfolio		5,387		24,720
Mid Cap Portfolio		912		6,532
Small Cap Portfolio		3,655		12,436
Managed Portfolio		3,953		35,582
Rydex Variable Trust
Nova Fund		6		-
OTC Fund		59		-
Salomon Brothers Variable Series Funds, Inc.
Capital Fund		328		444

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(3) Contract Charges and Related Party Transactions - continued

	Contract Charges		Surrender Charges
Salomon Brothers Variable Series Funds, Inc. - continued
Investors Fund	$	219	$	1,927
Strategic Bond Fund		1,323		10,528
Total Return Fund		1,240		15,318
Sun Capital Advisers Trust
Money Market Fund		9,588		347,239
Investment Grade Bond Fund		7,313		64,281
Real Estate Fund		4,122		48,510
Select Equity Fund		4,162		23,705
Blue Chip Mid Cap Fund		9,648		74,376
Investors Foundation Fund		720		1,300
Davis Venture Value Fund		3,990		28,417
Davis Financial Fund		674		3,402
Value Equity Fund		365		12,035
Value Mid Cap Fund		2,738		26,185
Value Small Cap Fund		2,610		32,455
Value Managed Fund		127		168
INVESCO Technology Fund		63		-
INVESCO Telecommunications Fund		8		41
INVESCO Health Sciences Fund		197		677
INVESCO Energy Fund		60		678
Neuberger Berman Mid Cap Value Fund		11		-
Neuberger Berman Mid Cap Growth Fund		85		688

(4) Annuity Reserves

Annuity reserves are calculated using the 1983a Individual Annuitant Mortality Table and an assumed interest rate of 3% per year for Futurity, Futurity II, Futurity Focus and Futurity Accolade products and the 2000 Individual Annuitant Mortality Table A and an assumed interest rate of 3% per year for Futurity Focus II, Futurity III and Futurity Select Four products. Required adjustments to the reserves are accomplished by transfers to or from the Sponsor.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions

											Units Transferred Between Sub-Accounts and Fixed Accumulation Account
	Units Outstanding Beginning of Year																Units Withdrawn, Surrendered, and Annuitized						Units Outstanding End of Year
						Units Purchased
	Year Ended December 31, 2001		Year Ended December 31, 2000		Year Ended December 31, 2001			Year Ended December 31, 2000		Year Ended December 31, 2001				Year Ended December 31, 2000			Year Ended December 31, 2001			Year Ended December 31, 2000			Year Ended December 31, 2001		Year Ended December 31, 2000
Futurity Contracts:
AIM1	323,566	227,735		9,998			8,489		85,090				111,001			(41,209		)	(23,659		)	377,445		323,566
AIM2	563,444	442,430		2,348			5,446		(147,433			)	153,308			(61,416		)	(37,740		)	356,943		563,444
AIM3	731,377	799,385		4,343			7,803		(81,409			)	(12,559		)	(86,356		)	(63,252		)	567,955		731,377
AIM4	517,861	458,813		6,159			13,916		(107,020			)	87,956			(48,872		)	(42,824		)	368,128		517,861
AL1	674,890	755,329		2,987			8,665		(104,118			)	(31,717		)	(49,991		)	(57,387		)	523,768		674,890
AL2	436,526	434,832		1,154			3,074		(38,940			)	33,589			(55,759		)	(34,969		)	342,981		436,526
AL3	199,588	182,220		83			366		(32,633			)	24,750			(31,518		)	(7,748		)	135,520		199,588
CS1	41,504	68,070		563			509		(6,584			)	(21,037		)	(2,442		)	(6,038		)	33,041		41,504
CS2	46,899	52,931		28			19		(11,011			)	10,694			(1,677		)	(16,745		)	34,239		46,899
CS3	26,874	21,318		62			46		(3,998			)	8,400			(2,696		)	(2,890		)	20,242		26,874
CS4	79,238	153,457		395			607		(6,290			)	(65,210		)	(4,793		)	(9,616		)	68,550		79,238
GS1	443,344	423,081		7,292			14,526		(51,947			)	42,782			(64,533		)	(37,045		)	334,156		443,344
GS2	162,736	80,363		4,503			31		(9,943			)	85,316			(18,142		)	(2,974		)	139,154		162,736
GS3	475,664	575,303		351			18,929		(74,222			)	(48,165		)	(51,039		)	(70,403		)	350,754		475,664
GS4	315,802	301,072		752			19,737		(23,208			)	32,013			(38,013		)	(37,020		)	255,333		315,802
GS5	71,063	62,975		1,282			509		96,209				10,375			(7,698		)	(2,796		)	160,856		71,063
JP1	517,380	568,955		1,852			16,814		(58,069			)	(33,312		)	(74,530		)	(35,077		)	386,633		517,380
JP2	87,839	105,324		-			1,055		(3,177			)	(11,502		)	(9,655		)	(7,038		)	75,007		87,839
JP3	48,750	41,135		1,006			1,384		(9,896			)	12,118			(914		)	(5,887		)	38,946		48,750
LA1	639,759	681,170		7,595			10,728		193,914				34,469			(90,195		)	(86,608		)	751,073		639,759
CAS	597,093	490,436		4,565			5,680		(46,318			)	138,102			(80,205		)	(37,125		)	475,135		597,093
EGS	692,959	644,429		5,710			13,640		(15,989			)	114,453			(65,536		)	(79,563		)	617,144		692,959
GSS	485,303	635,712		2,335			15,669		189,190				(120,128		)	(83,296		)	(45,950		)	593,532		485,303
HYS	467,681	581,114		1,232			9,259		3,488				(72,998		)	(45,236		)	(49,694		)	427,165		467,681
MMS	539,256	663,091		7,836			3,825		278,289				3,095			(227,079		)	(130,755		)	598,302		539,256
UTS	756,858	762,245		3,741			8,900		(27,450			)	28,889			(71,226		)	(43,176		)	661,923		756,858
OP1	615,342	770,005		713			21,991		(67,289			)	(129,797		)	(57,556		)	(46,857		)	491,210		615,342
OP2	313,356	208,499		1,724			18,749		(14,252			)	114,185			(33,249		)	(28,077		)	267,579		313,356
OP3	224,362	235,529		4,220			2,269		54,522				(4,570		)	(19,426		)	(8,866		)	263,678		224,362
SB1	33,486	29,639		678			1,164		26,299				2,811			(1,956		)	(128		)	58,507		33,486
SB2	50,200	58,715		645			588		87				4,368			(4,126		)	(13,471		)	46,806		50,200
SB3	432,976	649,260		295			18,348		(78,922			)	(183,414		)	(41,856		)	(51,218		)	312,493		432,976
SB4	429,550	657,323		218			5,329		(6,244			)	(160,912		)	(45,896		)	(72,190		)	377,628		429,550

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

										Units Transferred Between Sub-Accounts and Fixed Accumulation Account
	Units Outstanding Beginning of Year															Units Withdrawn, Surrendered, and Annuitized								Units Outstanding End of Year
					Units Purchased
	Year Ended December 31, 2001		Year Ended December 31, 2000			Year Ended December 31, 2001			Year Ended December 31, 2000			Year Ended December 31, 2001			Year Ended December 31, 2000		Year Ended December 31, 2001				Year Ended December 31, 2000					Year Ended December 31, 2001	Year Ended December 31, 2000
Futurity II Contracts:
AIM1		1,012,264		299,649			16,402	325,562			20,236			419,029				(77,877		)		(31,976	)		971,025			1,012,264
AIM2		2,364,773		997,502			50,407	650,441			(542,303		)	798,659				(149,573		)		(81,829	)		1,723,304			2,364,773
AIM3		2,523,813		1,213,444			30,238	498,095			(262,315		)	942,101				(227,731		)		(129,827	)		2,064,005			2,523,813
AIM4		2,182,559		659,564			86,000	633,468			(345,604		)	985,180				(172,499		)		(95,653	)		1,750,456			2,182,559
AIM5 (b)		-		-			526	-			7,116			-				(2		)		-			7,640			-
AL1		3,285,605		1,620,151			43,621	735,821			(385,213		)	1,117,452				(291,666		)		(187,819	)		2,652,347			3,285,605
AL2		1,689,012		755,933			16,957	447,529			(98,180		)	556,469				(118,962		)		(70,919	)		1,488,827			1,689,012
AL3		609,369		221,946			10,511	193,715			7,931			224,668				(36,685		)		(30,960	)		591,126			609,369
AN1 (b)		-		-			-	-			24,056			-				(373		)		-			23,683			-
AN2 (b)		-		-			-	-			6,363			-				-				-			6,363			-
AN3 (b)		-		-			3,801	-			260,074			-				(2,411		)		-			261,464			-
AN4 (b)		-		-			49	-			222			-				-				-			271			-
AN5 (b)		-		-			4	-			113,250			-				(6,962		)		-			106,292			-
CS1		133,103		67,177			1,586	71,296			(36,646		)	816				(8,952		)		(6,186	)		89,091			133,103
CS2		89,465		29,939			11	14,645			(20,661		)	47,671				(1,815		)		(2,790	)		67,000			89,465
CS3		40,978		22,526			1,470	8,200			(2,459		)	11,245				(2,034		)		(993	)		37,955			40,978
CS4		160,078		79,878			1,407	51,645			29,460			37,441				(12,911		)		(8,886	)		178,034			160,078
FL1 (b)		-		-			7	-			11,271			-				(323		)		-			10,955			-
FL2 (b)		-		-			21	-			763,419			-				(2,065		)		-			761,375			-
FL3 (b)		-		-			11	-			1,075,891			-				(15,430		)		-			1,060,472			-
GS1		1,103,943		610,853			15,026	188,856			(94,017		)	358,085				(111,393		)		(53,851	)		913,559			1,103,943
GS2		196,193		71,821			1,127	48,614			6,548			80,871				(13,716		)		(5,113	)		190,152			196,193
GS3		948,020		714,634			8,492	248,186			(76,915		)	27,940				(99,032		)		(42,740	)		780,565			948,020
GS4		312,510		202,285			-	48,825			(28,284		)	78,358				(15,931		)		(16,958	)		268,295			312,510
GS5		363,268		119,879			4,784	141,902			(8,178		)	115,211				(44,931		)		(13,724	)		314,943			363,268
GS6		-		-			32	-			143			-				-				-			175			-
GS7		-		-			-	-			1,822			-				-				-			1,822			-
IV1 (b)		-		-			3	-			7,012			-				(2,233		)		-			4,782			-
IV2 (b)		-		-			29	-			2,008			-				-				-			2,037			-
JP1		1,023,702		625,004			6,117	194,941			(100,985		)	246,181				(72,859		)		(42,424	)		855,975			1,023,702
JP2		369,882		118,543			3,603	105,655			(83,712		)	184,396				(20,045		)		(38,712	)		269,728			369,882
JP3		204,338		57,635			8,600	80,203			(21,012		)	73,916				(17,139		)		(7,416	)		174,787			204,338
LA1		1,808,298		982,146			40,019	268,994			1,042,543			676,017				(184,210		)		(118,859	)		2,706,650			1,808,298
LA2 (b)		-		-			1,110	-			529,133			-				(13,715		)		-			516,528			-
CAS		1,155,804		500,296			15,794	209,319			(203,729		)	491,508				(76,433		)		(45,319	)		891,436			1,155,804
EGS		2,187,292		804,467			51,516	699,417			(293,521		)	794,145				(180,454		)		(110,737	)		1,764,833			2,187,292
GSS		1,227,270		807,566			20,639	177,842			329,835			326,815				(102,320		)		(84,953	)		1,475,424			1,227,270
HYS		1,315,170		554,000			31,617	159,538			159,781			661,073				(139,298		)		(59,441	)		1,367,270			1,315,170
MIS		1,995,550		554,180			44,065	637,658			(190,006		)	904,961				(145,101		)		(101,249	)		1,704,508			1,995,550
MIT		1,675,934		629,184			19,191	438,091			(61,600		)	670,537				(141,742		)		(61,878	)		1,491,783			1,675,934
NWD		671,408		99,212			12,750	285,208			(16,439		)	311,865				(59,590		)		(24,877	)		608,129			671,408
TRS		695,493		211,045			42,867	190,114			464,478			319,325				(81,881		)		(24,991	)		1,120,957			695,493
UTS		1,524,307		552,461			25,179	395,763			(58,283		)	632,921				(142,058		)		(56,838	)		1,349,145			1,524,307
OP1		1,389,035		388,617			51,268	137,068			(897,691		)	937,955				(63,045		)		(74,605	)		479,567			1,389,035
OP2		398,444		108,852			4,732	110,320			(10,888		)	205,341				(21,277		)		(26,069	)		371,011			398,444
OP3		477,890		88,598			13,764	45,717			(287,526		)	368,233				(22,302		)		(24,658	)		181,826			477,890
OP4		275,375		196,817			1,504	34,992			14,157			55,964				(36,615	)			(12,398	)		254,421			275,375

(b) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

	Units Outstanding Beginning of Year				Units Purchased				Units Transferred Between Sub-Accounts and Fixed Accumulation Account				Units Withdrawn, Surrendered, and Annuitized				Units Outstanding End of Year
	Year Ended December 31, 2001		Year Ended December 31, 2000			Year Ended December 31, 2001		Year Ended December 31, 2000	Year Ended December 31, 2001		Year Ended December 31, 2000		Year Ended December 31, 2001			Year Ended December 31, 2000	Year Ended December 31, 2001			Year Ended December 31, 2000
Futurity II Contracts - continued:
RX1 (b)	-	-		-			-		1,253	-		-			-			1,253	-
RX2 (b)	-	-		31			-		1,182	-		-			-			1,213	-
SC1	1,359,991	699,550		65,058			783,675		1,535,173	156,923		(657,478		)	(280,157)			2,302,744	1,359,991
SC2	1,552,524	768,145		59,106			267,755		392,197	621,718		(143,148		)	(105,094)			1,860,679	1,552,524
SC3	372,502	131,848		25,346			45,643		12,804	208,058		(38,195		)	(13,047)			372,457	372,502
SC4	339,267	96,820		29,013			90,923		(147,137)	159,588		(42,162		)	(8,064)			178,981	339,267
SC5	840,530	217,115		19,922			172,265		(127,262)	483,900		(88,209		)	(32,750)			644,981	840,530
SC6	139,813	43,869		2,682			34,739		(19,176)	70,707		(9,877		)	(9,502)			113,442	139,813
SC7 (a)	46,250	-		19,831			24,270		149,643	23,298		(45,788		)	(1,318)			169,936	46,250
SC8 (a)	61,506	-		1,117			3,935		5,565	58,676		(4,585		)	(1,105)			63,603	61,506
SC9 (b)	-	-		90			-		42,723	-		(2,929		)	-			39,884	-
SCA (b)	-	-		3,363			-		65,603	-		(27,613		)	-			41,353	-
SCB (b)	-	-		2,003			-		413,546	-		(24,190		)	-			391,359	-
SCC (b)	-	-		-			-		21,172	-		(509		)	-			20,663	-
SCD (b)	-	-		57			-		1,361	-		-			-			1,418	-
SCE (b)	-	-		-			-		901	-		-			-			901	-
SCF (b)	-	-		270			-		76,679	-		(3,637		)	-			73,312	-
SCG (b)	-	-		34			-		9,760	-		(2,167		)	-			7,627	-
SCH (b)	-	-		9,575			-		8,658	-		(59		)	-			18,174	-
SCI (b)	-	-		2			-		59,427	-		(3,520		)	-			55,909	-

(a) For the period July 17, 2000 (commencement of operations) through December 31, 2000.

(b) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

	Units Outstanding Beginning of Year					Units Transferred Between Sub-Accounts and Fixed Accumulation Account								Units Withdrawn, Surrendered, and Annuitized						Units Outstanding End of Year
			Units Purchased
	Year Ended December 31, 2001	Year Ended December 31, 2000	Year Ended December 31, 2001	Year Ended December 31, 2000			Year Ended December 31, 2001			Year Ended December 31, 2000			Year Ended December 31, 2001				Year Ended December 31, 2000				Year Ended December 31, 2001			Year Ended December 31, 2000
Futurity Focus Contracts:
AIM1	65,636	13,617	649		52,911			(8,854	)		4,571				(5,470	)		(5,463	)			51,961	65,636
AIM2	109,938	35,873	250		82,605			(1,906	)		2,360				(6,638	)		(10,900	)			101,644	109,938
AIM3	127,601	54,107	40		79,759			2,774			(185	)			(12,628	)		(6,080	)			117,787	127,601
AIM4	107,328	25,337	1,212		73,760			(14,317	)		19,048				(10,220	)		(10,817	)			84,003	107,328
AL1	120,147	38,842	5,154		79,097			(5,873	)		9,553				(7,187	)		(7,345	)			112,241	120,147
AL2	100,057	32,436	3,693		59,128			(13,165	)		13,157				(6,482	)		(4,664	)			84,103	100,057
AL3	49,303	9,175	94		35,221			(4,708	)		6,745				(3,180	)		(1,838	)			41,509	49,303
CS1	2,172	1,472	-		-			-			852				(114	)		(152	)			2,058	2,172
CS2	4,808	861	-		1,426			(1,127	)		19,798				(2	)		(17,277	)			3,679	4,808
CS3	1,030	100	10,855		596			(11,064	)		593				(303	)		(259	)			518	1,030
CS4	3,664	194	3,306		3,507			(744	)		135				(306	)		(172	)			5,920	3,664
GS1	19,354	4,085	8		13,751			699			2,541				(2,813	)		(1,023	)			17,248	19,354
GS2	10,209	1,112	-		9,495			(1,773	)		(61)				(1,619	)		(337	)			6,817	10,209
GS3	36,643	20,598	245		14,187			(1,918	)		4,676				(3,879	)		(2,818	)			31,091	36,643
GS4	33,518	29,257	-		3,328			721			2,024				(1,958	)		(1,091	)			32,281	33,518
GS5	47,320	8,621	16,564		37,306			6,161			4,252				(4,746	)		(2,859	)			65,299	47,320
JP1	23,980	18,690	52		15,946			(1,150	)		(7,984	)			(2,347	)		(2,672	)			20,535	23,980
JP2	44,907	12,234	-		30,817			5,499			22,246				(3,997	)		(20,390	)			46,409	44,907
JP3	9,987	2,709	7,186		8,171			(4,098	)		1,026				(549	)		(1,919	)			12,526	9,987
LA1	99,109	40,278	5,163		67,338			37,837			(3,216	)			(6,147	)		(5,291	)			135,962	99,109
CAS	57,721	23,051	100		29,001			1,709			9,715				(5,073	)		(4,046	)			54,457	57,721
EGS	100,707	41,308	4,485		61,070			18,242			5,001				(9,259	)		(6,672	)			114,175	100,707
GSS	49,055	42,930	1,549		25,921			6,461			(17,094	)			(2,329	)		(2,702	)			54,736	49,055
HYS	76,769	21,929	1,347		42,591			718			15,512				(6,272	)		(3,263	)			72,562	76,769
MIS	114,348	29,925	83		72,653			15,591			14,638				(8,850	)		(2,868	)			121,172	114,348
MIT	119,777	74,478	-		42,780			9,599			7,003				(11,172	)		(4,484	)			118,204	119,777
NWD	35,143	7,128	3,077		27,889			(5,470	)		1,739				(1,497	)		(1,613	)			31,253	35,143
TRS	48,739	8,841	7,477		32,274			(4,977	)		8,050				(6,243	)		(426	)			44,996	48,739
UTS	72,990	20,685	4,504		49,434			(163	)		6,480				(4,685	)		(3,609	)			72,646	72,990
OP1	54,602	7,388	1,224		40,802			(20,768	)		13,715				(5,522	)		(7,303	)			29,536	54,602
OP2	20,586	6,976	22		16,914			3,790			(2,572	)			(1,691	)		(732	)			22,707	20,586
OP3	14,301	3,882	294		5,715			950			5,445				(1,137	)		(741	)			14,408	14,301
OP4	7,734	5,669	3,690		4,504			(312	)		324				(488	)		(2,763	)			10,624	7,734
SC1	118,427	41,528	8,163		226,012			12,097			(126,759	)			(52,630	)		(22,354	)			86,057	118,427
SC2	119,290	34,584	2,034		120,843			40,409			(11,131	)			(13,620	)		(25,006	)			148,113	119,290
SC3	10,164	2,642	312		6,272			(1,202	)		4,646				(1,461	)		(3,396	)			7,813	10,164
SC4	10,071	1,940	35		8,968			(1,397	)		1,384				(1,554	)		(2,221	)			7,155	10,071
SC5	41,853	2,350	107		33,825			970			7,478				(5,045	)		(1,800	)			37,885	41,853
SC6	6,739	1,253	841		3,214			2,322			4,192				(1,259	)		(1,920	)			8,643	6,739
SC7 (a)	919	-	-		100			18,205			919				(892	)		(100	)			18,232	919
SC8 (a)	1,214	-	-		100			-			1,214				-			(100	)			1,214	1,214

(a) For the period July 17, 2000 (commencement of operations) through December 31, 2000.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

	Units Outstanding Beginning of Year								Units Transferred Between Sub-Accounts and Fixed Accumulation Account						Units Withdrawn, Surrendered, and Annuitized					Units Outstanding End of Year
					Units Purchased
	Year Ended December 31, 2001			Year Ended December 31, 2000		Year Ended December 31, 2001	Year Ended December 31, 2000		Year Ended December 31, 2001			Year Ended December 31, 2000			Year Ended December 31, 2001			Year Ended December 31, 2000			Year Ended December 31, 2001		Year Ended December 31, 2000
Futurity Accolade Contracts:
AIM1 - Lvl 1		364,264	27,793		36,499			384,905	27,682		(41,629		)	(24,177		)	(6,805		)	404,268		364,264
AIM1 - Lvl 2 (a)		550,010	-		87,431			370,328	16,793		194,121			(62,148		)	(14,439		)	592,086		550,010
AIM1 - Lvl 3 (a)		442,625	-		165,220		447,558		(21,301	)	3,892			(27,966		)	(8,825		)	558,578		442,625
AIM1 - Lvl 4 (a)		104,182	-		19,766		52,208		(36,271	)	52,272			(3,204		)	(298		)	84,473		104,182
AIM2 - Lvl 1		374,178	71,866		72,671		498,034		8,725		(182,933		)	(36,812		)	(12,789		)	418,762		374,178
AIM2 - Lvl 2 (a)		581,508	-		61,163		382,186		(19,572	)	208,132			(38,422		)	(8,810		)	584,677		581,508
AIM2 - Lvl 3 (a)		455,997	-		94,198		460,124		(31,252	)	3,685			(35,159		)	(7,812		)	483,784		455,997
AIM2 - Lvl 4 (a)		131,424	-		36,132		132,342		(11,210	)	6,212			(16,096		)	(7,130		)	140,250		131,424
AIM3 - Lvl 1		329,965	41,234		74,416		461,456		(15,045	)	(163,898		)	(39,892		)	(8,827		)	349,444		329,965
AIM3 - Lvl 2 (a)		428,759	-		105,272		177,373		14,049		262,332			(37,374		)	(10,946		)	510,706		428,759
AIM3 - Lvl 3 (a)		332,258	-		94,812		316,038		(14,081	)	23,698			(24,737		)	(7,478		)	388,252		332,258
AIM3 - Lvl 4 (a)		134,929	-		69,964		138,295		(30,175	)	3,956			(5,538		)	(7,322		)	169,180		134,929
AIM4 - Lvl 1		517,391	40,021		97,411		687,396		(49,968	)	(184,631		)	(42,597		)	(25,395		)	522,237		517,391
AIM4 - Lvl 2 (a)		636,071	-		87,561		425,530		(44,014	)	230,625			(27,568		)	(20,084		)	652,050		636,071
AIM4 - Lvl 3 (a)		456,696	-		155,129		433,543		(42,672	)	25,592			(52,182		)	(2,439		)	516,971		456,696
AIM4 - Lvl 4 (a)		80,488	-		126,212		75,964		(14,646	)	5,011			(11,000		)	(487		)	181,054		80,488
AIM5 - Lvl 1 (b)		-	-		18,772		-		2,920		-			(9		)	-			21,683		-
AIM5 - Lvl 2 (b)		-	-		21,038		-		5,787		-			(159		)	-			26,666		-
AIM5 - Lvl 3 (b)		-	-		23,972		-		7,943		-			(28		)	-			31,887		-
AIM5 - Lvl 4 (b)		-	-		17,743		-		645		-			(1,463		)	-			16,925		-
AL1 - Lvl 1		529,124	77,992		79,517		616,352		44,953		(155,985		)	(58,392		)	(9,235		)	595,202		529,124
AL1 - Lvl 2 (a)		734,515	-		89,846		404,623		11,640		347,868			(47,276		)	(17,976		)	788,725		734,515
AL1 - Lvl 3 (a)		332,438	-		148,771		291,051		(8,996	)	47,170			(37,715		)	(5,783		)	434,498		332,438
AL1 - Lvl 4 (a)		172,900	-		46,314		169,010		(55,579	)	5,533			(13,671		)	(1,643		)	149,964		172,900
AL2 - Lvl 1		312,754	25,358		54,729		320,967		75,144		(20,799		)	(19,641		)	(12,772		)	422,986		312,754
AL2 - Lvl 2 (a)		327,313	-		116,065		208,371		1,926		127,872			(63,442		)	(8,930		)	381,862		327,313
AL2 - Lvl 3 (a)		293,926	-		163,219		278,686		(9,969	)	17,972			(17,655		)	(2,732		)	429,521		293,926
AL2 - Lvl 4 (a)		35,295	-		47,868		27,130		5,353		8,366			(2,918		)	(201		)	85,598		35,295
AL3 - Lvl 1		139,481	12,969		14,469		213,864		3,533		(80,683		)	(20,500		)	(6,669		)	136,983		139,481
AL3 - Lvl 2 (a)		302,011	-		17,131		183,429		(4,075	)	124,559			(25,001		)	(5,977		)	290,066		302,011
AL3 - Lvl 3 (a)		104,834	-		15,266		89,777		(3,840	)	17,026			(7,525		)	(1,969		)	108,735		104,834
AL3 - Lvl 4 (a)		30,840	-		14,065		26,419		5,168		4,723			(2,108		)	(302		)	47,965		30,840
AN1 - Lvl 1 (b)		-	-		23,167		-		2,975		-			(1		)	-			26,141		-
AN1 - Lvl 2 (b)		-	-		11,936		-		15,368		-			(164		)	-			27,141		-
AN1 - Lvl 3 (b)		-	-		39,526		-		21,513		-			(258		)	-			60,781		-
AN1 - Lvl 4 (b)		-	-		16,211		-		227		-			(314		)	-			16,124		-
AN2 - Lvl 1 (b)		-	-		2,846		-		1,555		-			-			-			4,401		-
AN2 - Lvl 2 (b)		-	-		1,825		-		2,928		-			-			-			4,753		-
AN2 - Lvl 3 (b)		-	-		8,009		-		485		-			-			-			8,494		-
AN2 - Lvl 4 (b)		-	-		8,431		-		178		-			(370		)	-			8,239		-
AN3 - Lvl 1 (b)		-	-		77,171		-		78,817		-			(2,867		)	-			153,121		-
AN3 - Lvl 2 (b)		-	-		40,825		-		44,149		-			(1,312		)	-			83,662		-
AN3 - Lvl 3 (b)		-	-		107,985		-		60,639		-			(170		)	-			168,454		-
AN3 - Lvl 4 (b)		-	-		51,453		-		7,481		-			(463		)	-			58,471		-
AN4 - Lvl 1 (b)		-	-		2,793		-		-		-			-			-			2,793		-
AN4 - Lvl 2 (b)		-	-		619		-		914		-			-			-			1,533		-

(a) For the period April 17, 2000 (commencement of operations) through December 31, 2000.

(b) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

	Units Outstanding Beginning of Year									Units Transferred Between Sub-Accounts and Fixed Accumulation Account							Units Withdrawn, Surrendered, and Annuitized							Units Outstanding End of Year
					Units Purchased
	Year Ended December 31, 2001		Year Ended December 31, 2000			Year Ended December 31, 2001		Year Ended December 31, 2000			Year Ended December 31, 2001			Year Ended December 31, 2000				Year Ended December 31, 2001			Year Ended December 31, 2000				Year Ended December 31, 2001			Year Ended December 31, 2000
Futurity Accolade Contracts - continued:
AN4 - Lvl 4 (b)		-		-			3,049		-			1,802			-				-			-				4,851	-
AN5 - Lvl 1 (b)		-		-			1,664		-			23,287			-				(253	)		-				24,698	-
AN5 - Lvl 2 (b)		-		-			180		-			(2	)		-				-			-				178	-
AN5 - Lvl 3 (b)		-		-			2,784		-			515			-				(28	)		-				3,271	-
AN5 - Lvl 4 (b)		-		-			175		-			1			-				-			-				176	-
FL1 - Lvl 1 (b)		-		-			9,537		-			12,826			-				(64	)		-				22,299	-
FL1 - Lvl 2 (b)		-		-			11,211		-			8,879			-				(319	)		-				19,771	-
FL1 - Lvl 3 (b)		-		-			5,314		-			10,256			-				(31	)		-				15,539	-
FL1 - Lvl 4 (b)		-		-			17,049		-			(586	)		-				(1,005	)		-				15,458	-
FL2 - Lvl 1 (b)		-		-			12,697		-			175,644			-				(790	)		-				187,551	-
FL2 - Lvl 2 (b)		-		-			3,797		-			160,924			-				(655	)		-				164,066	-
FL2 - Lvl 3 (b)		-		-			-		-			225,927			-				(291	)		-				225,636	-
FL2 - Lvl 4 (b)		-		-			5,801		-			104,515			-				(166	)		-				110,150	-
FL3 - Lvl 1 (b)		-		-			16,929		-			239,853			-				(837	)		-				255,945	-
FL3 - Lvl 2 (b)		-		-			9,693		-			192,214			-				(466	)		-				201,441	-
FL3 - Lvl 3 (b)		-		-			23,223		-			209,515			-				(272	)		-				232,466	-
FL3 - Lvl 4 (b)		-		-			14,768		-			117,704			-				(306	)		-				132,166	-
GS1 - Lvl 1		149,477		17,289			26,683		193,553			8,484			(58,585	)			(14,205	)		(2,780	)			170,439	149,477
GS1 - Lvl 2 (a)		226,264		-			19,067		148,660			(8,560	)		80,821				(12,050	)		(3,217	)			224,721	226,264
GS1 - Lvl 3 (a)		171,187		-			41,558		165,022			18,962			8,952				(10,066	)		(2,787	)			221,641	171,187
GS1 - Lvl 4 (a)		63,547		-			22,027		11,093			(52,424	)		52,709				(3,758	)		(255	)			29,392	63,547
GS2 - Lvl 1		30,176		1,775			9,171		39,050			2,086			(8,288	)			(2,434	)		(2,361	)			38,999	30,176
GS2 - Lvl 2 (a)		43,518		-			16,387		24,322			1,497			19,929				(1,161	)		(733	)			60,241	43,518
GS2 - Lvl 3 (a)		23,117		-			12,497		21,574			1,503			1,558				(204	)		(15	)			36,913	23,117
GS2 - Lvl 4 (a)		5,949		-			-		4,276			(794	)		1,673				(1,650	)		-				3,505	5,949
GS3 - Lvl 1		100,989		23,427			11,921		158,688			8,319			(74,744	)			(5,433	)		(6,382	)			115,796	100,989
GS3 - Lvl 2 (a)		140,443		-			38,751		61,628			(7,953	)		80,676				(3,758	)		(1,861	)			167,483	140,443
GS3 - Lvl 3 (a)		36,117		-			5,386		35,238			61,784			1,146				(1,669	)		(267	)			101,618	36,117
GS3 - Lvl 4 (a)		7,859		-			14,212		5,318			(1,451	)		2,541				(181	)		-				20,439	7,859
GS4 - Lvl 1		73,454		5,354			27,448		63,907			4,331			5,242				(12,649	)		(1,049	)			92,584	73,454
GS4 - Lvl 2 (a)		42,564		-			8,999		25,748			25,252			17,777				(3,244	)		(961	)			73,571	42,564
GS4 - Lvl 3 (a)		19,239		-			20,485		18,983			1,749			316				(835	)		(60	)			40,638	19,239
GS4 - Lvl 4 (a)		2,360		-			8,773		737			3,805			1,623				(9,024	)		-				5,914	2,360
GS5 - Lvl 1		130,514		6,582			40,548		153,971			(30,665	)		(27,589	)			(7,212	)		(2,450	)			133,185	130,514
GS5 - Lvl 2 (a)		129,144		-			12,037		82,089			17,976			48,390				(9,601	)		(1,335	)			149,556	129,144
GS5 - Lvl 3 (a)		69,665		-			5,880		70,078			(11,600	)		54				(4,793	)		(467	)			59,152	69,665
GS5 - Lvl 4 (a)		15,002		-			5		14,422			4,686			634				(6,150	)		(54	)			13,543	15,002
GS6 - Lvl 1 (b)		-		-			-		-			2,090			-				-			-				2,090	-
GS6 - Lvl 2 (b)		-		-			1,445		-			1,153			-				-			-				2,598	-
GS6 - Lvl 4 (b)		-		-			1,970		-			107			-				-			-				2,077	-
GS7 - Lvl 1 (b)		-		-			1,385		-			4,218			-				-			-				5,603	-
GS7 - Lvl 2 (b)		-		-			2,246		-			391			-				-			-				2,637	-
GS7 - Lvl 3 (b)		-		-			547		-			896			-				-			-				1,443	-
GS7 - Lvl 4 (b)		-		-			3,547		-			(227	)		-				-			-				3,320	-
IV1 - Lvl 1 (b)		-		-			4,852		-			(643	)		-				(48	)		-				4,161	-
IV1 - Lvl 2 (b)		-		-			14,498		-			200			-				(307	)		-				14,391	-

(a) For the period April 17, 2000 (commencement of operations) through December 31, 2000.

(b) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

	Units Outstanding Beginning of Year											Units Transferred Between Sub-Accounts and Fixed Accumulation Account			Units Withdrawn, Surrendered, and Annuitized						Units Outstanding End of Year
					Units Purchased
	Year Ended December 31, 2001			Year Ended December 31, 2000			Year Ended December 31, 2001		Year Ended December 31, 2000	Year Ended December 31, 2001			Year Ended December 31, 2000			Year Ended December 31, 2001			Year Ended December 31, 2000				Year Ended December 31, 2001		Year Ended December 31, 2000
Futurity Accolade Contracts - continued:
IV1 - Lvl 3 (b)		-	-			22,528		-			4,000		-			(270	)	-				26,258		-
IV1 - Lvl 4 (b)		-	-			2,089		-			3,454		-			-		-				5,543		-
IV2 - Lvl 1 (b)		-	-			5,417		-			2,041		-			(4,429	)	-				3,029		-
IV2 - Lvl 2 (b)		-	-			164		-			15,246		-			(57	)	-				15,353		-
IV2 - Lvl 3 (b)		-	-			-		-			2,897		-			-		-				2,897		-
IV2 - Lvl 4 (b)		-	-			2,208		-			95		-			(67	)	-				2,236		-
JP1 - Lvl 1		83,819	6,455			27,300		122,654			(6,043)		(44,441	)		(5,619	)	(849		)		99,457		83,819
JP1 - Lvl 2 (a)		106,686	-			3,210		45,596			5,637		63,599			(4,113	)	(2,509		)		111,420		106,686
JP1 - Lvl 3 (a)		25,548	-			4,379		20,600			5,485		5,028			(564	)	(80		)		34,848		25,548
JP1 - Lvl 4 (a)		88,970	-			16,785		33,821			131,959		55,786			(5,925	)	(637		)		231,789		88,970
JP2 - Lvl 1		76,078	10,730			20,760		115,636			1,752		(48,808	)		(1,778	)	(1,480		)		96,812		76,078
JP2 - Lvl 2 (a)		108,428	-			8,821		54,796			3,901		55,339			(3,344	)	(1,707		)		117,806		108,428
JP2 - Lvl 3 (a)		56,808	-			4,037		54,589			791		2,947			(4,217	)	(728		)		57,419		56,808
JP2 - Lvl 4 (a)		6,326	-			4,928		3,432			(874)		2,974			(273	)	(80		)		10,107		6,326
JP3 - Lvl 1		57,006	5,598			2,685		91,043			(5,837)		(32,205	)		(2,275	)	(7,430		)		51,579		57,006
JP3 - Lvl 2 (a)		84,735	-			16,265		69,594			1,205		15,587			(1,022	)	(446		)		101,183		84,735
JP3 - Lvl 3 (a)		24,022	-			26,777		21,960			(669)		2,062			(2,017	)	-				48,113		24,022
JP3 - Lvl 4 (a)		3,823	-			22,837		3,388			(620)		462			(6,894	)	(27		)		19,146		3,823
LA1 - Lvl 1		245,260	55,559			93,420		305,748			263,955		(107,560	)		(31,182	)	(8,487		)		571,453		245,260
LA1 - Lvl 2 (a)		284,240	-			133,212		152,102			290,288		135,337			(30,643	)	(3,199		)		677,097		284,240
LA1 - Lvl 3 (a)		222,884	-			234,104		169,888			232,765		54,674			(14,177	)	(1,678		)		675,576		222,884
LA1 - Lvl 4 (a)		52,597	-			121,902		54,625			302,077		(1,393	)		(22,642	)	(635		)		453,934		52,597
LA2 - Lvl 1 (b)		-	-			25,593		-			120,249		-			(1,657	)	-				144,185		-
LA2 - Lvl 2 (b)		-	-			23,248		-			84,701		-			(821	)	-				107,128		-
LA2 - Lvl 3 (b)		-	-			31,576		-			81,095		-			(167	)	-				112,504		-
LA2 - Lvl 4 (b)		-	-			23,581		-			51,577		-			(488	)	-				74,670		-
LA3 - Lvl 1 (b)		-	-			49		-			2,030		-			-		-				2,079		-
LA3 - Lvl 3 (b)		-	-			-		-			228		-			(12	)	-				216		-
LA3 - Lvl 4 (b)		-	-			-		-			387		-			-		-				387		-
CAS - Lvl 1		238,596	4,427			21,598		230,290			(53,917)		6,298			(15,239	)	(2,419		)		191,038		238,596
CAS - Lvl 2 (a)		194,014	-			49,619		138,395			(14,019)		64,670			(18,547	)	(9,051		)		211,067		194,014
CAS - Lvl 3 (a)		169,686	-			61,450		166,218			(10,517)		6,385			(21,961	)	(2,917		)		198,658		169,686
CAS - Lvl 4 (a)		100,298	-			1,803		106,422			(77,310)		367			(416	)	(6,491		)		24,375		100,298
EGS - Lvl 1		522,988	58,261			76,501		580,856			(42,381)		(104,531	)		(35,252	)	(11,598		)		521,856		522,988
EGS - Lvl 2 (a)		771,453	-			66,001		605,300			(21,654)		194,132			(67,835	)	(27,979		)		747,965		771,453
EGS - Lvl 3 (a)		325,836	-			156,868		309,716			32,041		19,143			(51,723	)	(3,023		)		463,022		325,836
EGS - Lvl 4 (a)		101,507	-			27,953		100,057			(62,276)		1,975			(15,162	)	(525		)		52,022		101,507
GSS - Lvl 1		160,555	11,012			55,698		166,085			67,024		(2,153	)		(11,722	)	(14,389		)		271,555		160,555
GSS - Lvl 2 (a)		134,222	-			45,228		142,834			134,083		(3,346	)		(11,928	)	(5,266		)		301,605		134,222
GSS - Lvl 3 (a)		67,329	-			48,392		77,655			72,543		(9,690	)		(6,116	)	(636		)		182,148		67,329
GSS - Lvl 4 (a)		23,747	-			10,884		15,993			4,332		7,757			(5,652	)	(3		)		33,311		23,747
HYS - Lvl 1		265,229	44,229			78,405		252,559			(11,916)		(22,666	)		(29,141	)	(8,893		)		302,577		265,229
HYS - Lvl 2 (a)		284,517	-			53,178		241,958			6,954		45,044			(14,418	)	(2,485		)		330,231		284,517
HYS - Lvl 3 (a)		127,183	-			62,968		79,320			(4,210)		48,290			(7,402	)	(427		)		178,539		127,183
HYS - Lvl 4 (a)		20,629	-			26,624		16,658			3,997		4,084			(3,836	)	(113		)		47,414		20,629

(a) For the period April 17, 2000 (commencement of operations) through December 31, 2000.

(b) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

	Units Outstanding Beginning of Year									Units Transferred Between Sub-Accounts and Fixed Accumulation Account						Units Withdrawn, Surrendered, and Annuitized							Units Outstanding End of Year
					Units Purchased
	Year Ended December 31, 2001			Year Ended December 31, 2000		Year Ended December 31, 2001		Year Ended December 31, 2000		Year Ended December 31, 2001			Year Ended December 31, 2000			Year Ended December 31, 2001			Year Ended December 31, 2000					Year Ended December 31, 2001	Year Ended December 31, 2000
Futurity Accolade Contracts - continued:
M1A - Lvl 1 (c)		-	-				6,837		-		882			-			(202	)		-		7,517			-
M1A - Lvl 2 (c)		-	-				2,303		-		(530	)		-			-			-		1,773			-
M1A - Lvl 3 (c)		-	-				-		-		1,025			-			-			-		1,025			-
M1A - Lvl 4 (c)		-	-				20,421		-		(15,273	)		-			(113	)		-		5,035			-
M1B - Lvl 1 (c)		-	-				26,300		-		113			-			(8	)		-		26,405			-
M1B - Lvl 2 (c)		-	-				3,623		-		855			-			-			-		4,478			-
M1B - Lvl 3 (c)		-	-				3,979		-		902			-			-			-		4,881			-
M1B - Lvl 4 (c)		-	-				3,002		-		1,090			-			(10	)		-		4,082			-
MFC - Lvl 1 (c)		-	-				26,188		-		(11,323	)		-			(23	)		-		14,842			-
MFC - Lvl 2 (c)		-	-				9,146		-		636			-			(7	)		-		9,775			-
MFC - Lvl 3 (c)		-	-				14,940		-		2,103			-			(36	)		-		17,007			-
MFC - Lvl 4 (c)		-	-				51,304		-		(2,243	)		-			(187	)		-		48,874			-
MFD - Lvl 1 (c)		-	-				1,419		-		363			-			-			-		1,782			-
MFD - Lvl 2 (c)		-	-				106		-		-			-			-			-		106			-
MFD - Lvl 4 (c)		-	-				1,651		-		(1,651	)		-			-			-		-			-
MFE - Lvl 1 (c)		-	-				3,746		-		(5)			-			-			-		3,741			-
MFE - Lvl 2 (c)		-	-				16,093		-		205			-			-			-		16,298			-
MFE - Lvl 3 (c)		-	-				1,573		-		2,576			-			-			-		4,149			-
MFE - Lvl 4 (c)		-	-				17,856		-		2,634			-			-			-		20,490			-
MFF - Lvl 1 (c)		-	-				23,291		-		2,261			-			-			-		25,552			-
MFF - Lvl 2 (c)		-	-				1,988		-		(1,430	)		-			-			-		558			-
MFF - Lvl 4 (c)		-	-				12,001		-		(9,251	)		-			(222	)		-		2,528			-
MFJ - Lvl 1 (c)		-	-				33,096		-		4,342			-			-			-		37,438			-
MFJ - Lvl 2 (c)		-	-				22,431		-		7,589			-			(125	)		-		29,895			-
MFJ - Lvl 3 (c)		-	-				50,221		-		3,762			-			(658	)		-		53,325			-
MFJ - Lvl 4 (c)		-	-				52,469		-		1,151			-			(51	)		-		53,569			-
MFK - Lvl 1 (c)		-	-				13,129		-		(3,311	)		-			(35	)		-		9,783			-
MFK - Lvl 2 (c)		-	-				43,906		-		1,035			-			(304	)		-		44,637			-
MFK - Lvl 3 (c)		-	-				29,116		-		4,892			-			(95	)		-		33,913			-
MFK - Lvl 4 (c)		-	-				22,230		-		2,189			-			(47	)		-		24,372			-
MFL - Lvl 1 (c)		-	-				9,856		-		2,292			-			-			-		12,148			-
MFL - Lvl 2 (c)		-	-				4,834		-		-			-			-			-		4,834			-
MFL - Lvl 3 (c)		-	-				47,010		-		3,897			-			(87	)		-		50,820			-
MFL - Lvl 4 (c)		-	-				9,162		-		52			-			(489	)		-		8,725			-
MIS - Lvl 1		370,902	55,773				85,112		413,749		(39,561	)		(93,809	)		(23,491	)		(4,811	)	392,962			370,902
MIS - Lvl 2 (a)		567,284	-				101,813		322,027		(31,795	)		250,763			(39,377	)		(5,506	)	597,925			567,284
MIS - Lvl 3 (a)		341,676	-				184,818		347,555		24,017			5,446			(32,224	)		(11,325	)	518,287			341,676
MIS - Lvl 4 (a)		52,190	-				65,013		43,711		14,997			8,950			(13,979	)		(471	)	118,221			52,190
MIT - Lvl 1		245,729	48,386				92,382		349,038		1,595			(146,064	)		(24,320	)		(5,631	)	315,386			245,729
MIT - Lvl 2 (a)		350,699	-				103,589		169,697		4,540			188,478			(65,240	)		(7,476	)	393,588			350,699
MIT - Lvl 3 (a)		217,156	-				136,867		184,679		50,574			39,184			(26,738	)		(6,707	)	377,859			217,156
MIT - Lvl 4 (a)		28,221	-				47,827		25,345		7,708			3,215			(3,791	)		(339	)	79,965			28,221
NWD - Lvl 1		212,082	18,482				34,106		205,952		(54,268	)		(3,907	)		(11,963	)		(8,445	)	179,957			212,082
NWD - Lvl 2 (a)		280,751	-				49,791		149,393		(28,501	)		133,704			(28,985	)		(2,346	)	273,056			280,751
NWD - Lvl 3 (a)		140,805	-				55,156		123,306		17,073			18,193			(15,343	)		(694	)	197,691			140,805

(a) For the period April 17, 2000 (commencement of operations) through December 31, 2000.

(c) For the period August 27, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

	Units Outstanding Beginning of Year								Units Transferred Between Sub-Accounts and Fixed Accumulation Account							Units Withdrawn, Surrendered, and Annuitized						Units Outstanding End of Year
						Units Purchased
	Year Ended December 31, 2001		Year Ended December 31, 2000		Year Ended December 31, 2001			Year Ended December 31, 2000		Year Ended December 31, 2001				Year Ended December 31, 2000		Year Ended December 31, 2001			Year Ended December 31, 2000			Year Ended December 31, 2001		Year Ended December 31, 2000
Futurity Accolade Contracts - continued:
NWD - Lvl 4 (a)		29,127		-		15,800	26,348				(8,978	)	2,915				(1,790	)		(136	)		34,159		29,127
TRS - Lvl 1		194,480		42,271		93,410	202,930				37,461		(41,654		)		(20,556	)		(9,067	)		304,795		194,480
TRS - Lvl 2 (a)		172,612		-		185,803	124,774				128,739		49,685				(23,956	)		(1,847	)		463,198		172,612
TRS - Lvl 3 (a)		65,962		-		136,008	44,887				70,446		22,237				(18,831	)		(1,162	)		253,585		65,962
TRS - Lvl 4 (a)		3,383		-		61,983	3,383				7,587		-				(228	)		-			72,725		3,383
UTS - Lvl 1		301,219		49,859		73,290	295,382				(28,581	)	(33,921		)		(20,381	)		(10,101	)		325,547		301,219
UTS - Lvl 2 (a)		392,655		-		109,906	234,454				50,620		168,281				(63,833	)		(10,080	)		489,348		392,655
UTS - Lvl 3 (a)		190,233		-		47,263	182,839				11,345		8,462				(13,690	)		(1,068	)		235,151		190,233
UTS - Lvl 4 (a)		92,707		-		18,597	98,944				(18,427	)	300				(3,940	)		(6,537	)		88,937		92,707
OP1 - Lvl 1		27,408		102		527	81,175				(6,598	)	(42,385		)		(1,529	)		(11,484	)		19,808		27,408
OP1 - Lvl 2 (a)		6,988		-		6,239	34,362				768		(24,335		)		(715	)		(3,039	)		13,280		6,988
OP1 - Lvl 3 (a)		20,021		-		334	46,662				(5,083	)	(26,275		)		(875	)		(366	)		14,397		20,021
OP1 - Lvl 4 (a)		7,891		-		-	7,314				(996	)	577				(2	)		-			6,893		7,891
OP2 - Lvl 1		94,315		19,070		455	109,979				(5,744	)	(32,483		)		(8,144	)		(2,251	)		80,882		94,315
OP2 - Lvl 2 (a)		100,792		-		3,633	67,316				(5,569	)	34,041				(6,460	)		(565	)		92,396		100,792
OP2 - Lvl 3 (a)		54,596		-		390	45,014				5,016		9,676				(243	)		(94	)		59,759		54,596
OP2 - Lvl 4 (a)		6,218		-		-	2,685				458		3,617				(284	)		(84	)		6,392		6,218
OP3 - Lvl 1		9,783		102		5,997	8,848				3,616		979				(1,480	)		(146	)		17,916		9,783
OP3 - Lvl 2 (a)		27,009		-		3,980	26,626				16,744		405				(881	)		(22	)		46,852		27,009
OP3 - Lvl 3 (a)		2,008		-		194	2,342				4,072		(334		)		(3	)		-			6,271		2,008
OP3 - Lvl 4 (a)		7,179		-		-	5,736				(1,332	)	1,518				(192	)		(75	)		5,655		7,179
OP4 - Lvl 1		25,564		25,785		8,512	6,604				(5,685	)	(5,242		)		(1,979	)		(1,583	)		26,412		25,564
OP4 - Lvl 2 (a)		13,806		-		-	8,190				695		5,616				(1,885	)		-			12,616		13,806
OP4 - Lvl 3 (a)		2,510		-		-	2,510				(2,510	)	-				-			-			-		2,510
OP4 - Lvl 4 (a)		-		-		-	-				174		-				-			-			174		-
RX1 - Lvl 1 (b)		-		-		3	-				13		-				-			-			16		-
RX1 - Lvl 2 (b)		-		-		241	-				1,436		-				(1	)		-			1,676		-
RX1 - Lvl 3 (b)		-		-		1,228	-				712		-				-			-			1,940		-
RX1 - Lvl 4 (b)		-		-		2,383	-				29		-				-			-			2,412		-
RX2 - Lvl 1 (b)		-		-		104	-				6,994		-				(125	)		-			6,973		-
RX2 - Lvl 2 (b)		-		-		11,162	-				206		-				(286	)		-			11,082		-
RX2 - Lvl 3 (b)		-		-		21,912	-				831		-				(379	)		-			22,364		-
RX2 - Lvl 4 (b)		-		-		5,129	-				24		-				-			-			5,153		-
SC1 - Lvl 1		801,538		366,623		700,856	1,884,546				(110,796	)	(1,389,897		)		(158,369	)		(59,734	)		1,233,229		801,538
SC1 - Lvl 2 (a)		533,464		-		1,751,322	582,961				(196,304	)	(35,608		)		(146,406	)		(13,889	)		1,942,076		533,464
SC1 - Lvl 3 (a)		373,023		-		655,403	462,823				(60,600	)	(80,601		)		(166,602	)		(9,199	)		801,224		373,023
SC1 - Lvl 4 (a)		-		-		226,385	36,390				(89,766	)	(33,178		)		(22,715	)		(3,212	)		113,904		-
SC2 - Lvl 1		268,500		11,553		167,233	336,348				172,683		(65,866		)		(27,381	)		(13,535	)		581,035		268,500
SC2 - Lvl 2 (a)		253,362		-		109,299	162,031				204,548		104,484				(14,463	)		(13,153	)		552,746		253,362
SC2 - Lvl 3 (a)		225,602		-		120,076	202,687				118,908		26,196				(14,523	)		(3,281	)		450,063		225,602
SC2 - Lvl 4 (a)		43,542		-		123,580	47,938				116,286		(3,798		)		(10,589	)		(598	)		272,819		43,542
SC3 - Lvl 1		103,314		2,281		52,085	77,499				(24,004	)	27,885				(33,691	)		(4,351	)		97,704		103,314
SC3 - Lvl 2 (a)		45,667		-		24,727	33,412				11,437		16,405				(1,611	)		(4,150	)		80,220		45,667
SC3 - Lvl 3 (a)		147,600		-		34,622	151,124				(102,212	)	(3,380		)		(3,467	)		(144	)		76,543		147,600
SC3 - Lvl 4 (a)		9,310		-		36,867	5,264				(2,588	)	4,057				(392	)		(11	)		43,197		9,310

(a) For the period April 17, 2000 (commencement of operations) through December 31, 2000.

(b) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity
Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

	Units Outstanding Beginning of Year									Units Transferred Between Sub-Accounts and Fixed Accumulation Account							Units Withdrawn, Surrendered, and Annuitized						Units Outstanding End of Year
					Units Purchased
	Year Ended December 31, 2001		Year Ended December 31, 2000			Year Ended December 31, 2001		Year Ended December 31, 2000			Year Ended December 31, 2001			Year Ended December 31, 2000			Year Ended December 31, 2001			Year Ended December 31, 2000				Year Ended December 31, 2001		Year Ended December 31, 2000
Futurity Accolade Contracts - continued:
SC4 - Lvl 1		110,471		9,027			54,964		100,921			(113,721	)		1,749			(7,638	)		(1,226	)		44,076	110,471
SC4 - Lvl 2 (a)		139,242		-			28,500		66,927			(40,046	)		75,614			(4,518	)		(3,299	)		123,178	139,242
SC4 - Lvl 3 (a)		121,646		-			111,293		96,626			(79,906	)		25,755			(9,930	)		(735	)		143,103	121,646
SC4 - Lvl 4 (a)		67,223		-			57,400		18,870			(97,559	)		48,551			(3,141	)		(198	)		23,923	67,223
SC5 - Lvl 1		243,919		17,878			83,005		225,066			(42,962	)		15,443			(32,370	)		(14,468	)		251,592	243,919
SC5 - Lvl 2 (a)		287,334		-			113,589		173,246			39,621			117,103			(22,194	)		(3,015	)		418,350	287,334
SC5 - Lvl 3 (a)		186,213		-			121,935		162,796			(40,402	)		24,185			(9,101	)		(768	)		258,645	186,213
SC5 - Lvl 4 (a)		46,440		-			76,339		34,228			27,823			12,463			(4,376	)		(251	)		146,226	46,440
SC6 - Lvl 1		4,159		394			868		10,717			1,634			(6,699	)		(108	)		(253	)		6,553	4,159
SC6 - Lvl 2 (a)		30,675		-			5,614		23,062			(2,702	)		7,741			(840	)		(128	)		32,747	30,675
SC6 - Lvl 3 (a)		24,313		-			5,607		24,998			5,127			(485	)		(816	)		(200	)		34,231	24,313
SC6 - Lvl 4 (a)		207		-			10,731		-			(655	)		207			(1,052	)		-			9,231	207
SC7 - Lvl 1 (d)		130,722		-			148,525		62,467			(107,682	)		69,244			(17,935	)		(989	)		153,630	130,722
SC7 - Lvl 2 (d)		124,165		-			108,493		49,885			(12,318	)		76,279			(3,183	)		(1,999	)		217,157	124,165
SC7 - Lvl 3 (d)		163,236		-			177,354		134,176			(76,123	)		29,644			(9,093	)		(584	)		255,374	163,236
SC7 - Lvl 4 (d)		19,626		-			151,391		18,209			(70,077	)		1,423			(1,875	)		(6	)		99,065	19,626
SC8 - Lvl 1 (d)		12,214		-			38,130		122			1,891			12,228			(1,504	)		(136	)		50,731	12,214
SC8 - Lvl 2 (d)		20,424		-			17,556		2,422			11,418			18,958			(31	)		(956	)		49,367	20,424
SC8 - Lvl 3 (d)		11,953		-			23,287		11,621			6,453			445			(3,383	)		(113	)		38,310	11,953
SC8 - Lvl 4 (d)		23,603		-			20,676		23,603			4,888			-			(246	)		-			48,921	23,603
SC9 - Lvl 1 (d)		728		-			19,971		828			19,386			-			(13,980	)		(100	)		26,105	728
SC9 - Lvl 2 (d)		2,013		-			9,578		2,234			19,887			(221	)		(91	)		-			31,387	2,013
SC9 - Lvl 3 (d)		2,629		-			10,769		1,994			26,354			635			(1,381	)		-			38,371	2,629
SC9 - Lvl 4 (d)		3,293		-			5,665		-			5,339			3,293			(218	)		-			14,079	3,293
SCA - Lvl 1 (d)		137,558		-			33,356		67,792			(55,917	)		70,821			(18,332	)		(1,055	)		96,665	137,558
SCA - Lvl 2 (d)		87,394		-			52,737		33,056			(60,998	)		54,559			(2,422	)		(221	)		76,711	87,394
SCA - Lvl 3 (d)		59,692		-			49,738		42,738			(47,946	)		17,177			(2,077	)		(223	)		59,407	59,692
SCA - Lvl 4 (d)		18,407		-			59,976		15,043			(44,860	)		3,398			(879	)		(34	)		32,644	18,407
SCB - Lvl 1 (d)		96,343		-			33,393		19,504			22,254			77,332			(26,092	)		(493	)		125,898	96,343
SCB - Lvl 2 (d)		33,739		-			19,621		11,025			15,173			22,818			(837	)		(104	)		67,696	33,739
SCB - Lvl 3 (d)		34,600		-			31,449		25,839			10,455			8,904			(2,361	)		(143	)		74,143	34,600
SCB - Lvl 4 (d)		9,272		-			40,020		6,428			14,403			2,854			(1,199	)		(10	)		62,496	9,272
SCC - Lvl 1 (d)		-		-			3,548		100			(633	)		-			(84	)		(100	)		2,831	-
SCC - Lvl 2 (d)		747		-			35,469		747			13,684			-			(924	)		-			48,976	747
SCC - Lvl 3 (d)		-		-			14,161		-			467			-			(15	)		-			14,613	-
SCC - Lvl 4 (d)		-		-			13,859		-			114			-			-			-			13,973	-
SCD - Lvl 1 (b)		-		-			47		-			331			-			-			-			378	-
SCD - Lvl 2 (b)		-		-			2,185		-			1,403			-			(23	)		-			3,565	-
SCD - Lvl 3 (b)		-		-			5,970		-			7,059			-			(32	)		-			12,997	-
SCD - Lvl 4 (b)		-		-			6,959		-			35			-			-			-			6,994	-
SCE - Lvl 3 (b)		-		-			1,440		-			2,949			-			(1	)		-			4,388	-
SCE - Lvl 4 (b)		-		-			14,943		-			4,807			-			(677	)		-			19,073	-
SCF - Lvl 1 (b)		-		-			6,751		-			15,103			-			(214	)		-			21,640	-
SCF - Lvl 2 (b)		-		-			7,351		-			4,069			-			(17	)		-			11,403	-
SCF - Lvl 3 (b)		-		-			6,073		-			10,823			-			(25	)		-			16,871	-

(a) For the period April 17, 2000 (commencement of operations) through December 31, 2000.

(b) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

(d) For the period July 17, 2000 (commencement of operations) through December 31, 2000.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

									Units Transferred Between
	Units Outstanding								Sub-Accounts and Fixed				Units Withdrawn,			Units Outstanding
	Beginning of Year				Units Purchased				Accumulation Account				Surrendered, and Annuitized			End of Year
	Year Ended		Year Ended		Year Ended	Year Ended		Year Ended		Year Ended		Year Ended		Year Ended		Year Ended	Year Ended
	December 31,		December 31,		December 31,	December 31,		December 31,		December 31,		December 31,		December 31,		December 31,	December 31,
	2001		2000		2001	2000		2001		2000		2001		2000		2001	2000
Futurity Accolade Contracts - continued:
SCF - Lvl 4 (b)		-		-	16,802		-		6,394		-		(368)		-	22,828		-
SCG - Lvl 1 (b)		-		-	924		-		6,201		-		(47)		-	7,078		-
SCG - Lvl 2 (b)		-		-	4,006		-		33		-		-		-	4,039		-
SCG - Lvl 3 (b)		-		-	2,884		-		2,586		-		(26)		-	5,444		-
SCG - Lvl 4 (b)		-		-	6,379		-		(582)		-		(1,369)		-	4,428		-
SCH - Lvl 1 (b)		-		-	2,316		-		8,616		-		-		-	10,932		-
SCH - Lvl 2 (b)		-		-	1,808		-		610		-		(89)		-	2,329		-
SCH - Lvl 3 (b)		-		-	4,487		-		3,453		-		(29)		-	7,911		-
SCH - Lvl 4 (b)		-		-	3,066		-		2,309		-		(46)		-	5,329		-
SCI - Lvl 1 (b)		-		-	4,122		-		12,757		-		(128)		-	16,751		-
SCI - Lvl 2 (b)		-		-	1,437		-		31,852		-		(474)		-	32,815		-
SCI - Lvl 3 (b)		-		-	11,971		-		3,039		-		(80)		-	14,930		-
SCI - Lvl 4 (b)		-		-	19,689		-		97		-		(296)		-	19,490		-
(b)  For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

									Units Transferred Between
	Units Outstanding								Sub-Accounts and Fixed					Units Withdrawn,				Units Outstanding
	Beginning of Year				Units Purchased				Accumulation Account					Surrendered, and Annuitized				End of Year
	Year Ended December 31, 2001		Year Ended December 31, 2000		Year Ended December 31, 2001		Year Ended December 31, 2000		Year Ended December 31, 2001			Year Ended December 31, 2000		Year Ended December 31, 2001		Year Ended December 31, 2000		Year Ended December 31, 2001		Year Ended December 31, 2000
Futurity Focus II Contracts:
AIM1 - Lvl 3 (a)		19,033		-		57,948		13,231		5,973			5,995		(2,199)		(193)		80,755		19,033
AIM1 - Lvl 4 (a)		20,467		-		46,118		20,497		1,108			-		(5,134)		(30)		62,559		20,467
AIM1 - Lvl 5 (a)		49,461		-		28,132		48,607		1,803			1,054		(4,221)		(200)		75,175		49,461
AIM1 - Lvl 6 (a)		651		-		19,038		667		5,554			-		(2,804)		(16)		22,439		651
AIM2 - Lvl 3 (a)		23,682		-		60,387		19,899		(2,152	)		4,096		(4,261)		(313)		77,656		23,682
AIM2 - Lvl 4 (a)		39,136		-		62,765		39,399		966			31		(3,537)		(294)		99,330		39,136
AIM2 - Lvl 5 (a)		30,284		-		62,648		29,739		4,155			599		(7,987)		(54)		89,100		30,284
AIM2 - Lvl 6 (a)		2,647		-		4,283		1,965		(338	)		700		(281)		(18)		6,311		2,647
AIM3 - Lvl 3 (a)		34,921		-		59,049		35,057		526			-		(5,893)		(136)		88,603		34,921
AIM3 - Lvl 4 (a)		21,067		-		37,519		21,121		11,009			29		(3,351)		(83)		66,244		21,067
AIM3 - Lvl 5 (a)		19,046		-		49,799		19,004		2,586			94		(1,130)		(52)		70,301		19,046
AIM3 - Lvl 6 (a)		623		-		13,848		-		1,691			623		(170)		-		15,992		623
AIM4 - Lvl 3 (a)		35,001		-		72,398		36,125		41,497			(819)		(13,778)		(305)		135,118		35,001
AIM4 - Lvl 4 (a)		39,366		-		93,745		40,383		99,497			(707)		(9,149)		(310)		223,459		39,366
AIM4 - Lvl 5 (a)		33,055		-		72,463		31,119		2,189			2,019		(1,886)		(83)		105,821		33,055
AIM4 - Lvl 6 (a)		962		-		15,474		327		(5,928	)		643		(313)		(8)		10,195		962
AIM5 - Lvl 1 (b)		-		-		12,557		-		-			-		-		-		12,557		-
AIM5 - Lvl 3 (b)		-		-		19,509		-		946			-		(56)		-		20,399		-
AIM5 - Lvl 4 (b)		-		-		4,945		-		15			-		-		-		4,960		-
AIM5 - Lvl 5 (b)		-		-		7,690		-		-			-		(147)		-		7,543		-
AIM5 - Lvl 6 (b)		-		-		13,809		-		1,765			-		(16)		-		15,558		-
AL1 - Lvl 3 (a)		4,172		-		61,055		5,675		29,602			(1,373)		(1,188)		(130)		93,641		4,172
AL1 - Lvl 4 (a)		7,657		-		14,446		7,714		1,356			-		(614)		(57)		22,845		7,657
AL1 - Lvl 5 (a)		16,582		-		32,061		16,548		3,756			51		(811)		(17)		51,588		16,582
AL1 - Lvl 6 (a)		1,264		-		18,160		651		11,229			629		(531)		(16)		30,122		1,264
AL2 - Lvl 1 (a)		-		-		12,421		-		-			-		-		-		12,421		-
AL2 - Lvl 3 (a)		43,701		-		26,368		40,416		(4,351	)		3,445		(4,953)		(160)		60,765		43,701
AL2 - Lvl 4 (a)		23,272		-		26,680		23,492		33,307			(220)		(13,835)		-		69,424		23,272
AL2 - Lvl 5 (a)		12,709		-		25,407		12,820		6,929			(111)		(381)		-		44,664		12,709
AL2 - Lvl 6 (a)		284		-		31,107		-		5,937			284		(3,029)		-		34,299		284
AL3 - Lvl 1 (a)		-		-		9,522		-		-			-		-		-		9,522		-
AL3 - Lvl 3 (a)		639		-		14,581		689		1,373			50		(139)		(100)		16,454		639
AL3 - Lvl 4 (a)		4,184		-		3,236		4,184		-			-		(158)		-		7,262		4,184
AL3 - Lvl 5 (a)		5,985		-		7,270		5,985		389			-		(3)		-		13,641		5,985
AN1 - Lvl 1 (b)		-		-		14,109		-		-			-		-		-		14,109		-
AN1 - Lvl 3 (b)		-		-		12,397		-		1,026			-		-		-		13,423		-
AN1 - Lvl 4 (b)		-		-		10,234		-		-			-		(180)		-		10,054		-
AN1 - Lvl 5 (b)		-		-		17,705		-		(3,468	)		-		(1,027)		-		13,210		-
AN1 - Lvl 6 (b)		-		-		15,359		-		(199	)		-		-		-		15,160		-
AN2 - Lvl 3 (b)		-		-		10,442		-		593			-		-		-		11,035		-
AN2 - Lvl 4 (b)		-		-		10,417		-		860			-		-		-		11,277		-
AN2 - Lvl 5 (b)		-		-		6,917		-		1,084			-		(1,476)		-		6,525		-
AN2 - Lvl 6 (b)		-		-		1,255		-		(89	)		-		(11)		-		1,155		-
AN3 - Lvl 3 (b)		-		-		24,408		-		6,139			-		(238)		-		30,309		-
AN3 - Lvl 4 (b)		-		-		14,229		-		9,186			-		(611)		-		22,804		-
AN3 - Lvl 5 (b)		-		-		28,974		-		13,178			-		(1,533)		-		40,619		-

(a)  For the period July 17, 2000 (commencement of operations) through December 31, 2000.

(b)  For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

											Units Transferred Between
	Units Outstanding										Sub-Accounts and Fixed							Units Withdrawn,					Units Outstanding
	Beginning of Year					Units Purchased					Accumulation Account							Surrendered, and Annuitized					End of Year
	Year Ended		Year Ended			Year Ended		Year Ended			Year Ended					Year Ended		Year Ended		Year Ended			Year Ended		Year Ended
	December 31,		December 31,			December 31,		December 31,			December 31,					December 31,		December 31,		December 31,			December 31,		December 31,
	2001			2000		2001				2000			2001			2000	2001				2000		2001		2000
Futurity Focus II Contracts - continued:
AN3 - Lvl 6 (b)		-			-		23,535		-			12,151			-				(118)			-		35,568		-
AN4 - Lvl 3 (b)		-			-		1,003		-			430			-				-			-		1,433		-
AN4 - Lvl 5 (b)		-			-		1,971		-			1,841			-				(560)			-		3,252		-
AN5 - Lvl 4 (b)		-			-		1,992		-			-			-				(96)			-		1,896		-
AN5 - Lvl 6 (b)		-			-		338		-			3			-				-			-		341		-
FL1 - Lvl 3 (b) .		-			-		15,740		-			110			-				(42)			-		15,808		-
FL1 - Lvl 4 (b) .		-			-		11,452		-			-			-				(15)			-		11,437		-
FL1 - Lvl 5 (b) .		-			-		5,313		-			978			-				(66)			-		6,225		-
FL1 - Lvl 6 (b) .		-			-		3,218		-			873			-				-			-		4,091		-
FL2 - Lvl 1 (b) .		-			-		5,533		-			-			-				-			-		5,533		-
FL2 - Lvl 3 (b) .		-			-		2,368		-			75,964			-				(339)			-		77,993		-
FL2 - Lvl 4 (b) .		-			-		8,080		-			26,345			-				(462)			-		33,963		-
FL2 - Lvl 5 (b) .		-			-		5,983		-			38,391			-				(246)			-		44,128		-
FL2 - Lvl 6 (b) .		-			-		2,763		-			18,994			-				(7)			-		21,750		-
FL3 - Lvl 3 (b) .		-			-		9,789		-			78,805			-				(123)			-		88,471		-
FL3 - Lvl 4 (b) .		-			-		1,236		-			93,766			-				(461)			-		94,541		-
FL3 - Lvl 5 (b) .		-			-		4,062		-			38,628			-				(382)			-		42,308		-
FL3 - Lvl 6 (b) .		-			-		1,909		-			15,125			-				(5)			-		17,029		-
GS1 - Lvl 3 (a)		1,316			-		4,783		100			9,717			1,316				-			(100)		15,816		1,316
GS1 - Lvl 4 (a)		973			-		21,406		973			3,621			-				(573)			-		25,427		973
GS1 - Lvl 5 (a)		1,615			-		30,983		1,587			19,257			28				(199)			-		51,656		1,615
GS1 - Lvl 6 (a)		-			-		2,386		-			2,693			-				(2,718)			-		2,361		-
GS2 - Lvl 3 (a)		942			-		7,707		1,042			1,973			-				(213)			(100)		10,409		942
GS2 - Lvl 4 (a)		2,231			-		3,614		2,329			1,914			-				(2,231)			(98)		5,528		2,231
GS2 - Lvl 5 (a)		632			-		7,866		632			4,142			-				(1)			-		12,639		632
GS3 - Lvl 3 (a)		1,227			-		6,396		645			3,761			682				(56)			(100)		11,328		1,227
GS3 - Lvl 4 (a)		1,690			-		13,900		1,690			(38		)	-				(42)			-		15,510		1,690
GS3 - Lvl 5 (a)		-			-		8,469		-			(75		)	-				(86)			-		8,308		-
GS3 - Lvl 6 (a)		-			-		839		-			(107		)	-				(15)			-		717		-
GS4 - Lvl 3 (a)		5,495			-		5,245		5,595			-			-				-			(100)		10,740		5,495
GS4 - Lvl 4 (a)		931			-		2,797		931			(5		)	-				(82)			-		3,641		931
GS4 - Lvl 5 (a)		-			-		15,838		-			-			-				-			-		15,838		-
GS5 - Lvl 3 (a)		3,059			-		19,541		3,159			(3,582		)	-				(983)			(100)		18,035		3,059
GS5 - Lvl 4 (a)		7,107			-		17,095		7,162			1,976			-				(286)			(55)		25,892		7,107
GS5 - Lvl 5 (a)		6,111			-		2,340		6,111			31			-				(5)			-		8,477		6,111
GS5 - Lvl 6 (a)		299			-		2,048		-			7,028			299				(2,244)			-		7,131		299
GS6 - Lvl 3 (b)		-			-		188		-			-			-				-			-		188		-
GS6 - Lvl 4 (b)		-			-		512		-			-			-				-			-		512		-
GS7 - Lvl 3 (b)		-			-		323		-			-			-				-			-		323		-
GS7 - Lvl 4 (b)		-			-		460		-			255			-				-			-		715		-
GS7 - Lvl 6 (b)		-			-		8,089		-			-			-				-			-		8,089		-
IV1 - Lvl 3 (b) .		-			-		401		-			691			-				-			-		1,092		-
IV1 - Lvl 4 (b) .		-			-		534		-			-			-				-			-		534		-
IV1 - Lvl 5 (b) .		-			-		5,135		-			5,064			-				(82)			-		10,117		-
IV2 - Lvl 3 (b) .		-			-		2,084		-			10,470			-				(219)			-		12,335		-
IV2 - Lvl 4 (b) .		-			-		2,805		-			-			-				-			-		2,805		-

(a)  For the period July 17, 2000 (commencement of operations) through December 31, 2000.

(b)  For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

										Units Transferred Between
	Units Outstanding									Sub-Accounts and Fixed								Units Withdrawn,						Units Outstanding
	Beginning of Year					Units Purchased				Accumulation Account								Surrendered, and Annuitized						End of Year
	Year Ended		Year Ended			Year Ended	Year Ended			Year Ended				Year Ended				Year Ended		Year Ended				Year Ended		Year Ended
	December 31,		December 31,			December 31,	December 31,			December 31,				December 31,				December 31,		December 31,				December 31,		December 31,
	2001			2000		2001			2000			2001				2000		2001				2000	2001					2000
Futurity Focus II Contracts - continued:
IV2 - Lvl 5 (b)		-			-	3,111		-			-				-				-		-				3,111		-
IV2 - Lvl 6 (b)		-			-	362		-			259				-				(13)		-				608		-
JP1 - Lvl 3 (a)		-			-	1,896		100			286				-				(286)		(100)				1,896		-
JP1 - Lvl 4 (a)		-			-	3,563		-			(2		)		-				(362)		-				3,199		-
JP1 - Lvl 5 (a)		5,189			-	4,093		5,189			14,796				-				(126)		-				23,952		5,189
JP1 - Lvl 6 (a)		5,271			-	2,481		4,985			19,220				286				(14)		-				26,958		5,271
JP2 - Lvl 3 (a)		3,573			-	18,838		4,413			1,676				(740		)		(524)		(100)				23,563		3,573
JP2 - Lvl 4 (a)		746			-	17,501		746			691				-				(384)		-				18,554		746
JP2 - Lvl 5 (a)		-			-	3,129		-			5,291				-				-		-				8,420		-
JP3 - Lvl 3 (a)		8,958			-	1,148		9,909			273				(709		)		(989)		(242)				9,390		8,958
JP3 - Lvl 4 (a)		-			-	5,045		-			5,014				-				(320)		-				9,739		-
JP3 - Lvl 5 (a)		520			-	938		520			(43		)		-				(2)		-				1,413		520
LA1 - Lvl 3 (a)		1,348			-	80,576		1,496			91,019				-				(8,538)		(148)				164,405		1,348
LA1 - Lvl 4 (a)		7,187			-	29,925		7,187			112,039				-				(825)		-				148,326		7,187
LA1 - Lvl 5 (a)		10,161			-	43,875		10,263			50,738				46				(2,694)		(148)				102,080		10,161
LA1 - Lvl 6 (a)		1,126			-	38,837		658			28,770				474				(2,331)		(6)				66,402		1,126
LA2 - Lvl 1 (b)		-			-	10,072		-			-				-				-		-				10,072		-
LA2 - Lvl 3 (b)		-			-	15,056		-			30,253				-				(245)		-				45,064		-
LA2 - Lvl 4 (b)		-			-	6,423		-			31,966				-				(141)		-				38,248		-
LA2 - Lvl 5 (b)		-			-	16,547		-			18,181				-				(1,978)		-				32,750		-
LA2 - Lvl 6 (b)		-			-	11,048		-			6,627				-				(22)		-				17,653		-
LA3 - Lvl 3 (b)		-			-	-		-			112				-				-		-				112		-
LA3 - Lvl 6 (b)		-			-	2,939		-			52				-				-		-				2,991		-
CAS - Lvl 3 (a)		4,444			-	13,558		4,557			2,451				-				(814)		(113)				19,639		4,444
CAS - Lvl 4 (a)		8,012			-	12,881		8,100			3,722				(3		)		(1,062)		(85)				23,553		8,012
CAS - Lvl 5 (a)		31,397			-	20,869		31,175			432				275				(852)		(53)				51,846		31,397
CAS - Lvl 6 (a)		638			-	2,323		654			-				-				(232)		(16)				2,729		638
EGS - Lvl 1 (a)		-			-	17,562		-			-				-				-		-				17,562		-
EGS - Lvl 3 (a)		12,704			-	60,786		12,383			20,519				434				(6,904)		(113)				87,105		12,704
EGS - Lvl 4 (a)		39,716			-	65,757		39,135			(29,744		)		744				(12,614)		(163)				63,115		39,716
EGS - Lvl 5 (a)		26,653			-	25,958		25,929			(4,807		)		775				(1,033)		(51)				46,771		26,653
EGS - Lvl 6 (a)		3,923			-	-		334			-				3,597				(123)		(8)				3,800		3,923
GSS - Lvl 1 (a)		-			-	8,152		-			-				-				-		-				8,152		-
GSS - Lvl 3 (a)		9,542			-	81,306		9,481			90,448				161				(6,517)		(100)				174,779		9,542
GSS - Lvl 4 (a)		564			-	34,552		564			5,793				-				(12,668)		-				28,241		564
GSS - Lvl 5 (a)		236			-	79,284		-			3,162				236				(586)		-				82,096		236
GSS - Lvl 6 (a)		-			-	46,201		-			(13,354		)		-				(276)		-				32,571		-
HYS - Lvl 1 (a)		-			-	10,750		-			-				-				-		-				10,750		-
HYS - Lvl 3 (a)		13,536			-	61,308		11,243			28,248				2,393				(2,844)		(100)				100,248		13,536
HYS - Lvl 4 (a)		11,258			-	38,106		10,260			22,330				1,151				(1,790)		(153)				69,904		11,258
HYS - Lvl 5 (a)		10,690			-	34,175		8,247			8,049				2,496				(2,542)		(53)				50,372		10,690
HYS - Lvl 6 (a)		-			-	11,271		-			153				-				(57)		-				11,367		-
M1A - Lvl 3 (c)		-			-	5,562		-			(81		)		-				-		-				5,481		-
M1A - Lvl 4 (c)		-			-	4,114		-			(894		)		-				-		-				3,220		-
M1A - Lvl 5 (c)		-			-	3,778		-			(522		)		-				(21)		-				3,235		-

(a)  For the period July 17, 2000 (commencement of operations) through December 31, 2000.

(b)  For the period May 1, 2001 (commencement of operations) through December 31, 2001.

(c)  For the period August 27, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

											Units Transferred Between
	Units Outstanding										Sub-Accounts and Fixed								Units Withdrawn,				Units Outstanding
	Beginning of Year					Units Purchased					Accumulation Account								Surrendered, and Annuitized				End of Year
	Year Ended		Year Ended			Year Ended		Year Ended			Year Ended			Year Ended					Year Ended		Year Ended		Year Ended		Year Ended
	December 31,		December 31,			December 31,		December 31,			December 31,			December 31,					December 31,		December 31,		December 31,		December 31,
	2001			2000		2001			2000		2001					2000		2001			2000		2001				2000
Futurity Focus II Contracts - continued:
M1A - Lvl 6 (c)		-			-		2,719			-		2			-					(107)		-		2,614		-
M1B - Lvl 3 (c)		-			-		15,706			-		1,520			-					(6,318)		-		10,908		-
M1B - Lvl 4 (c)		-			-		14,766			-		255			-					-		-		15,021		-
M1B - Lvl 5 (c)		-			-		2,820			-		-			-					(52)		-		2,768		-
M1B - Lvl 6 (c)		-			-		5,702			-		4,299			-					(208)		-		9,793		-
MFC - Lvl 3 (c)		-			-		9,216			-		4,343			-					(54)		-		13,505		-
MFC - Lvl 4 (c)		-			-		3,153			-		510			-					-		-		3,663		-
MFC - Lvl 5 (c)		-			-		3,852			-		(442	)		-					(61)		-		3,349		-
MFC - Lvl 6 (c)		-			-		7,795			-		1,688			-					-		-		9,483		-
MFD - Lvl 3 (c)		-			-		5,886			-		-			-					-		-		5,886		-
MFD - Lvl 5 (c)		-			-		932			-		-			-					-		-		932		-
MFE - Lvl 3 (c)		-			-		10,237			-		1,161			-					(53)		-		11,345		-
MFE - Lvl 4 (c)		-			-		543			-		-			-					-		-		543		-
MFE - Lvl 6 (c)		-			-		1,563			-		89			-					-		-		1,652		-
MFF - Lvl 3 (c)		-			-		9,210			-		(286	)		-					-		-		8,924		-
MFF - Lvl 4 (c)		-			-		3,403			-		(289	)		-					-		-		3,114		-
MFF - Lvl 5 (c)		-			-		2,169			-		-			-					-		-		2,169		-
MFF - Lvl 6 (c)		-			-		235			-		-			-					(110)		-		125		-
MFJ - Lvl 3 (c)		-			-		30,716			-		2,567			-					(390)		-		32,893		-
MFJ - Lvl 4 (c)		-			-		16,269			-		4,441			-					-		-		20,710		-
MFJ - Lvl 5 (c)		-			-		8,643			-		(4	)		-					(61)		-		8,578		-
MFJ - Lvl 6 (c)		-			-		40,806			-		9,102			-					(2,069)		-		47,839		-
MFK - Lvl 3 (c)		-			-		24,448			-		(1,224	)		-					(224)		-		23,000		-
MFK - Lvl 4 (c)		-			-		8,195			-		853			-					-		-		9,048		-
MFK - Lvl 5 (c)		-			-		125,569			-		-			-					(40)		-		125,529		-
MFK - Lvl 6 (c)		-			-		6,803			-		3,870			-					(230)		-		10,443		-
MFL - Lvl 3 (c)		-			-		22,396			-		(15	)		-					(44)		-		22,337		-
MFL - Lvl 4 (c)		-			-		11,335			-		-			-					-		-		11,335		-
MFL - Lvl 6 (c)		-			-		4,438			-		203			-					(198)		-		4,443		-
MIS - Lvl 3 (a)		21,599			-		67,420			22,321		2,071			(103		)			(5,850)		(619)		85,240		21,599
MIS - Lvl 4 (a)		26,970			-		46,623			26,888		(6,270	)		163					(6,848)		(81)		60,475		26,970
MIS - Lvl 5 (a)		23,606			-		64,215			23,656		597			-					(960)		(50)		87,458		23,606
MIS - Lvl 6 (a)		5,907			-		6,567			894		13			5,035					(341)		(22)		12,146		5,907
MIT - Lvl 3 (a) .		15,447			-		51,252			15,566		(2,434	)		-					(4,130)		(119)		60,135		15,447
MIT - Lvl 4 (a) .		7,517			-		50,284			7,535		18,605			(18		)			(2,308)		-		74,098		7,517
MIT - Lvl 5 (a) .		1,955			-		43,045			1,955		2,488			-					(290)		-		47,198		1,955
MIT - Lvl 6 (a) .		1,307			-		2,502			804		-			523					(303)		(20)		3,506		1,307
NWD - Lvl 1 (a)		-			-		6,180			-		-			-					-		-		6,180		-
NWD - Lvl 3 (a)		17,598			-		36,642			13,847		(1,594	)		3,935					(2,323)		(184)		50,323		17,598
NWD - Lvl 4 (a)		21,078			-		32,958			20,622		(9,517	)		594					(3,139)		(138)		41,380		21,078
NWD - Lvl 5 (a)		16,271			-		33,984			15,228		(410	)		1,101					(1,353)		(58)		48,492		16,271
NWD - Lvl 6 (a)		312			-		8,718			320		5,183			-					(2,110)		(8)		12,103		312
TRS - Lvl 3 (a)		3,383			-		152,351			3,675		(105,176	)		41					(3,868)		(333)		46,690		3,383
TRS - Lvl 4 (a)		5,632			-		29,688			5,660		5,113			(22		)			(3,611)		(6)		36,822		5,632

(a)  For the period July 17, 2000 (commencement of operations) through December 31, 2000.

(c)  For the period August 27, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

											Units Transferred Between
	Units Outstanding										Sub-Accounts and Fixed								Units Withdrawn,				Units Outstanding
	Beginning of Year					Units Purchased					Accumulation Account								Surrendered, and Annuitized				End of Year
	Year Ended		Year Ended			Year Ended		Year Ended			Year Ended					Year Ended			Year Ended		Year Ended		Year Ended			Year Ended
	December 31,		December 31,			December 31,		December 31,			December 31,					December 31,			December 31,		December 31,		December 31,			December 31,
	2001			2000		2001			2000			2001			2000				2001		2000				2001	2000
Futurity Focus II Contracts - continued:
TRS - Lvl 5 (a)		3,645			-		53,061			3,599			833				46			(3,784)		-		53,755			3,645
TRS - Lvl 6 (a)		-			-		26,068			-			9,263				-			(221)		-		35,110			-
UTS - Lvl 3 (a)		17,805			-		23,023			17,215			(3,217	)			847			(4,035)		(257)		33,576			17,805
UTS - Lvl 4 (a)		19,589			-		18,205			19,933			35,981				(299	)		(5,155)		(45)		68,620			19,589
UTS - Lvl 5 (a)		6,770			-		23,565			6,913			5,760				(143	)		(3,590)		-		32,505			6,770
UTS - Lvl 6 (a)		3,284			-		16,010			273			4,672				3,018			(218)		(7)		23,748			3,284
RX1 - Lvl 4 (b)		-			-		1,899			-			603				-			-		-		2,502			-
RX1 - Lvl 5 (b)		-			-		-			-			3,388				-			-		-		3,388			-
RX2 - Lvl 3 (b)		-			-		1,201			-			667				-			-		-		1,868			-
RX2 - Lvl 5 (b)		-			-		-			-			12,513				-			-		-		12,513			-
RX2 - Lvl 6 (b)		-			-		-			-			191				-			-		-		191			-
SC1 - Lvl 3 (a)		15,253			-		276,294			46,550			(10,237	)			(31,148	)		(48,751)		(149)		232,559			15,253
SC1 - Lvl 4 (a)		3,343			-		122,944			4,762			18,132				(1,387	)		(17,932)		(32)		126,487			3,343
SC1 - Lvl 5 (a)		16,375			-		201,228			27,600			(121,423	)			(1,068	)		(23,180)		(10,157)		73,000			16,375
SC1 - Lvl 6 (a)		32,607			-		122,640			14,882			(70,655	)			17,725			(53,175)		-		31,417			32,607
SC2 - Lvl 1 (a)		-			-		10,011			-			-				-			-		-		10,011			-
SC2 - Lvl 3 (a)		21,076			-		83,713			22,166			44,418				(949	)		(5,435)		(141)		143,772			21,076
SC2 - Lvl 4 (a)		21,444			-		71,170			22,835			15,011				(1,195	)		(3,800)		(196)		103,825			21,444
SC2 - Lvl 5 (a)		18,283			-		70,726			17,562			38,514				764			(3,792)		(43)		123,731			18,283
SC2 - Lvl 6 (a)		-			-		42,240			-			9,074				-			(102)		-		51,212			-
SC3 - Lvl 3 (a)		8,477			-		19,587			8,689			6,168				23			(3,493)		(235)		30,739			8,477
SC3 - Lvl 4 (a)		9,628			-		17,910			9,968			3,596				(290	)		(1,012)		(50)		30,122			9,628
SC3 - Lvl 5 (a)		8,288			-		12,729			8,005			(2,385	)			294			(1,503)		(11)		17,129			8,288
SC3 - Lvl 6 (a)		-			-		5,488			-			7,106				-			(11)		-		12,583			-
SC4 - Lvl 3 (a)		9,821			-		23,141			9,918			(18,722	)			3			(3,119)		(100)		11,121			9,821
SC4 - Lvl 4 (a)		32,247			-		69,156			31,977			(51,692	)			585			(3,922)		(315)		45,789			32,247
SC4 - Lvl 5 (a)		12,071			-		32,497			10,645			(21,363	)			1,452			(2,772)		(26)		20,433			12,071
SC4 - Lvl 6 (a)		-			-		20,020			-			(11,145	)			-			(37)		-		8,838			-
SC5 - Lvl 3 (a)		22,357			-		87,522			16,538			12,727				6,022			(6,187)		(203)		116,419			22,357
SC5 - Lvl 4 (a)		40,675			-		69,076			37,099			15,253				3,878			(4,839)		(302)		120,165			40,675
SC5 - Lvl 5 (a)		24,375			-		50,837			22,017			(3,299	)			2,388			(3,051)		(30)		68,862			24,375
SC5 - Lvl 6 (a)		765			-		28,504			772			4,510				-			(330)		(7)		33,449			765
SC6 - Lvl 3 (a)		1,049			-		12,053			1,186			(245	)			-			(274)		(137)		12,583			1,049
SC6 - Lvl 4 (a)		1,039			-		9,413			1,034			1,789				5			(1,289)		-		10,952			1,039
SC6 - Lvl 5 (a)		1,932			-		6,234			1,932			598				-			(1,267)		-		7,497			1,932
SC6 - Lvl 6 (a)		-			-		1,145			-			2				-			-		-		1,147			-
SC7 - Lvl 3 (a)		33,676			-		93,051			34,387			(15,624	)			(258	)		(5,854)		(453)		105,249			33,676
SC7 - Lvl 4 (a)		39,604			-		82,147			39,992			(29,209	)			(67	)		(4,182)		(321)		88,360			39,604
SC7 - Lvl 5 (a)		23,923			-		92,918			23,033			(655)				955			(2,491)		(65)		113,695			23,923
SC7 - Lvl 6 (a)		-			-		28,444			-			5,799				-			(201)		-		34,042			-
SC8 - Lvl 3 (a)		2,364			-		17,256			3,076			4,393				(601	)		(978)		(111)		23,035			2,364
SC8 - Lvl 4 (a)		7,278			-		9,677			7,305			419				-			(252)		(27)		17,122			7,278
SC8 - Lvl 5 (a)		9,874			-		20,045			10,375			1,260				(472	)		(1,181)		(29)		29,998			9,874
SC8 - Lvl 6 (a)		-			-		42,398			-			5,277				-			(334)		-		47,341			-
SC9 - Lvl 3 (a)		3,867			-		12,747			3,943			12,727				24			(654)		(100)		28,687			3,867
SC9 - Lvl 4 (a)		-			-		3,447			-			2,849				-			(1,325)		-		4,971			-

(a) For the period July 17, 2000 (commencement of operations) through December 31, 2000.

(b) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

											Units Transferred Between
	Units Outstanding										Sub-Accounts and Fixed							Units Withdrawn,					Units Outstanding
	Beginning of Year					Units Purchased					Accumulation Account							Surrendered, and Annuitized					End of Year
	Year Ended		Year Ended			Year Ended		Year Ended			Year Ended			Year Ended				Year Ended		Year Ended			Year Ended		Year Ended
	December 31,		December 31,			December 31,		December 31,			December 31,			December 31,				December 31,		December 31,			December 31,		December 31,
	2001			2000		2001			2000			2001			2000			2001			2000		2001				2000
Futurity Focus II Contracts - continued:
SC9 - Lvl 5 (a)		-			-		7,789			-			1,055			-			(479)			-		8,365		-
SC9 - Lvl 6 (a)		-			-		6,238			-			106			-			(34)			-		6,310		-
SCA - Lvl 3 (a)		9,962			-		22,395			9,762			(3,826)			318			(2,589)			(118)		25,942		9,962
SCA - Lvl 4 (a)		8,874			-		33,106			9,141			(19,523)			(211	)		(1,246)			(56)		21,211		8,874
SCA - Lvl 5 (a)		20,978			-		15,921			20,201			(6,705)			788			(1,019)			(11)		29,175		20,978
SCA - Lvl 6 (a)		-			-		11,646			-			(1,646)			-			(193)			-		9,807		-
SCB - Lvl 3 (a)		3,866			-		11,539			4,096			18,405			(130	)		(925)			(100)		32,885		3,866
SCB - Lvl 4 (a)		4,740			-		21,186			5,283			11,076			(496	)		(1,111)			(47)		35,891		4,740
SCB - Lvl 5 (a)		3,067			-		13,870			2,917			7,157			160			(981)			(10)		23,113		3,067
SCB - Lvl 6 (a)		-			-		16,873			-			5,300			-			(101)			-		22,072		-
SCC - Lvl 3 (a)		680			-		4,450			780			48			-			(1)			(100)		5,177		680
SCC - Lvl 4 (a)		-			-		1,385			-			-			-			(65)			-		1,320		-
SCC - Lvl 5 (a)		729			-		5,279			806			2,690			(77	)		(214)			-		8,484		729
SCC - Lvl 6 (a)		-			-		172			-			9						-			-		181		-
SCD - Lvl 3 (b)		-			-		216			-			-			-			-			-		216		-
SCD - Lvl 4 (b)		-			-		3,757			-			-			-			-			-		3,757		-
SCD - Lvl 5 (b)		-			-		15,401			-			2,922			-			(321)			-		18,002		-
SCD - Lvl 6 (b)		-			-		49,734			-			3,130			-			(291)			-		52,573		-
SCE - Lvl 3 (b)		-			-		9,759			-			-			-			-			-		9,759		-
SCE - Lvl 4 (b)		-			-		1,441			-			-			-			-			-		1,441		-
SCE - Lvl 5 (b)		-			-		2,615			-			-			-			-			-		2,615		-
SCF - Lvl 3 (b)		-			-		9,770			-			696			-			(26)			-		10,440		-
SCF - Lvl 4 (b)		-			-		4,944			-			660			-			-			-		5,604		-
SCF - Lvl 5 (b)		-			-		18,964			-			1,812			-			(580)			-		20,196		-
SCF - Lvl 6 (b)		-			-		37,026			-			2,353			-			(201)			-		39,178		-
SCG - Lvl 4 (b)		-			-		1,537			-			-			-			-			-		1,537		-
SCG - Lvl 5 (b)		-			-		810			-			-			-			(30)			-		780		-
SCG - Lvl 6 (b)		-			-		-			-			209			-			-			-		209		-
SCH - Lvl 3 (b)		-			-		4,987			-			554			-			(44)			-		5,497		-
SCH - Lvl 4 (b)		-			-		3,251			-			5,798			-			(94)			-		8,955		-
SCH - Lvl 5 (b)		-			-		1,163			-			439			-			(333)			-		1,269		-
SCH - Lvl 6 (b)		-			-		1,027			-			79			-			-			-		1,106		-
SCI - Lvl 3 (b)		-			-		6,887			-			130			-			-			-		7,017		-
SCI - Lvl 4 (b)		-			-		2,513			-			755			-			-			-		3,268		-
SCI - Lvl 6 (b) .		-			-		8,705			-			47			-			-			-		8,752		-

(a)  For the period July 17, 2000 (commencement of operations) through December 31, 2000.

(b)  For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

											Units Transferred Between
	Units Outstanding										Sub-Accounts and Fixed				Units Withdrawn,				Units Outstanding
	Beginning of Year				Units Purchased						Accumulation Account				Surrendered, and Annuitized				End of Year
	Year Ended	Year Ended			Year Ended		Year Ended				Year Ended	Year Ended			Year Ended	Year Ended			Year Ended		Year Ended
	December 31,	December 31,			December 31,		December 31,				December 31,	December 31,			December 31,	December 31,			December 31,		December 31,
	2001		2000			2001			2000	2001			2000		2001		2000		2001			2000
Futurity III Contracts:
AIM1 - Lvl 2 (a)	155,830			-	102,791			139,136		140,693				17,112	(19,433)			(418)		379,881			155,830
AIM1 - Lvl 3 (a)	24,807			-	-			24,807		15,407				-	(236)			-		39,978			24,807
AIM1 - Lvl 4 (a)	233,890			-	187,038			188,367		275,401				46,063	(27,150)			(540)		669,179			233,890
AIM1 - Lvl 5 (a)	333,237			-	234,055			257,610		303,150				76,553	(49,484)			(926)		820,958			333,237
AIM1 - Lvl 6 (a)	77,754			-	44,672			45,942		126,283				32,257	(7,245)			(445)		241,464			77,754
AIM2 - Lvl 1 (a)	3,421			-	-			19,850		18,273				3,421	-			(19,850)		21,694			3,421
AIM2 - Lvl 2 (a)	150,681			-	92,925			132,768		93,182				18,787	(23,434)			(874)		313,354			150,681
AIM2 - Lvl 4 (a)	251,183			-	134,968			232,740		122,046				19,789	(39,693)			(1,346)		468,504			251,183
AIM2 - Lvl 5 (a)	346,581			-	150,095			270,204		309,535				77,160	(15,045)			(783)		791,166			346,581
AIM2 - Lvl 6 (a)	80,277			-	36,984			70,123		82,371				10,344	(5,918)			(190)		193,714			80,277
AIM3 - Lvl 1 (a)	-			-	-			-		4,321				-	-			-		4,321			-
AIM3 - Lvl 2 (a)	84,096			-	85,131			72,276		120,680				12,178	(29,637)			(358)		260,270			84,096
AIM3 - Lvl 3 (a)	158,631			-	-			21,359		(60,351)				137,272	(1,333)			-		96,947			158,631
AIM3 - Lvl 4 (a)	306,521			-	191,789			274,910		144,270				33,042	(11,908)			(1,431)		630,672			306,521
AIM3 - Lvl 5 (a)	428,310			-	176,630			236,062		630,028				193,488	(27,230)			(1,240)		1,207,738			428,310
AIM3 - Lvl 6 (a)	69,526			-	84,957			63,783		276,080				5,877	(9,570)			(134)		420,993			69,526
AIM4 - Lvl 1 (a)	5,182			-	-			9,930		24,702				5,182	-			(9,930)		29,884			5,182
AIM4 - Lvl 2 (a)	134,233			-	173,742			108,419		184,437				26,935	(10,924)			(1,121)		481,488			134,233
AIM4 - Lvl 3 (a)	31,548			-	-			31,548		-				-	(250)			-		31,298			31,548
AIM4 - Lvl 4 (a)	123,197			-	141,089			112,504		311,369				12,122	(17,909)			(1,429)		557,746			123,197
AIM4 - Lvl 5 (a)	292,546			-	197,748			238,031		505,421				55,332	(56,398)			(817)		939,317			292,546
AIM4 - Lvl 6 (a)	87,945			-	172,314			86,817		232,242				1,321	(38,635)			(193)		453,866			87,945
AIM5 - Lvl 2 (b)	-			-	17,395			-		6,816				-	(262)			-		23,949			-
AIM5 - Lvl 4 (b)	-			-	26,895			-		26,557				-	(303)			-		53,149			-
AIM5 - Lvl 5 (b)	-			-	21,928			-		23,764				-	(172)			-		45,520			-
AIM5 - Lvl 6 (b)	-			-	55,596			-		34,664				-	(498)			-		89,762			-
AL1 - Lvl 1 (a)	-			-	3,179			-		22,165				-	-			-		25,344			-
AL1 - Lvl 2 (a)	130,516			-	186,732			100,958		112,062				30,433	(29,833)			(875)		399,477			130,516
AL1 - Lvl 3 (a)	442,368			-	-			17,275		(280,099)				425,093	(1,410)			-		160,859			442,368
AL1 - Lvl 4 (a)	244,731			-	169,602			193,413		147,298				52,553	(23,646)			(1,235)		537,985			244,731
AL1 - Lvl 5 (a)	845,891			-	401,956			293,614		976,376				554,194	(66,039)			(1,917)		2,158,184			845,891
AL1 - Lvl 6 (a)	134,394			-	127,055			108,607		980,936				26,368	(17,769)			(581)		1,224,616			134,394
AL2 - Lvl 1 (a)	2,786			-	-			-		9,122				2,786	-			-		11,908			2,786
AL2 - Lvl 2 (a)	86,979			-	154,974			74,151		130,934				14,349	(16,779)			(1,521)		356,108			86,979
AL2 - Lvl 3 (a)	17,005			-	-			17,005		12,008				-	(244)			-		28,769			17,005
AL2 - Lvl 4 (a)	159,859			-	131,970			153,425		190,315				7,316	(13,027)			(882)		469,117			159,859
AL2 - Lvl 5 (a)	185,362			-	189,443			130,009		448,375				56,070	(20,236)			(717)		802,944			185,362
AL2 - Lvl 6 (a)	61,918			-	88,802			50,101		170,518				11,830	(6,931)			(13)		314,307			61,918
AL3 - Lvl 2 (a)	34,526			-	22,524			21,312		39,970				13,505	(2,103)			(291)		94,917			34,526
AL3 - Lvl 3 (a)	9,377			-	-			9,377		18,217				-	-			-		27,594			9,377
AL3 - Lvl 4 (a)	38,386			-	33,420			27,080		80,097				11,420	(7,817)			(114)		144,086			38,386
AL3 - Lvl 5 (a)	63,433			-	56,665			47,449		77,086				16,357	(13,786)			(373)		183,398			63,433
AL3 - Lvl 6 (a)	15,209			-	20,996			13,814		31,329				1,423	(214)			(28)		67,320			15,209
AN1 - Lvl 2 (b)	-			-	33,976			-		54,090				-	(318)			-		87,748			-
AN1 - Lvl 4 (b)	-			-	26,073			-		26,567				-	(32)			-		52,608			-
AN1 - Lvl 5 (b)	-			-	21,899			-		46,060				-	(689)			-		67,270			-
AN1 - Lvl 6 (b)	-			-	73,261			-		36,672				-	(468)			-		109,465			-
(a)  For the period July 17, 2000 (commencement of operations) through December 31, 2000.
(b)  For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

											Units Transferred Between
	Units Outstanding										Sub-Accounts and Fixed					Units Withdrawn,						Units Outstanding
	Beginning of Year					Units Purchased					Accumulation Account					Surrendered, and Annuitized						End of Year
	Year Ended		Year Ended			Year Ended	Year Ended				Year Ended		Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,		December 31,			December 31,	December 31,				December 31,		December 31,			December 31,			December 31,			December 31,			December 31,
	2001				2000	2001			2000			2001			2000		2001			2000			2001			2000
Futurity III Contracts - Continued:
AN2 - Lvl 2 (b)		-			-	2,745		-		5,056				-				-			-	7,801		-
AN2 - Lvl 4 (b)		-			-	4,906		-		10,020				-				(5)			-	14,921		-
AN2 - Lvl 5 (b)		-			-	1,453		-		11,035				-				(144)			-	12,344		-
AN2 - Lvl 6 (b)		-			-	15,423		-		7,509				-				(468)			-	22,464		-
AN3 - Lvl 2 (b)		-			-	35,002		-		99,882				-				(669)			-	134,215		-
AN3 - Lvl 3 (b)		-			-	-		-		18,765				-				-			-	18,765		-
AN3 - Lvl 4 (b)		-			-	99,312		-		114,584				-				(1,021)			-	212,875		-
AN3 - Lvl 5 (b)		-			-	56,283		-		92,381				-				(5,300)			-	143,364		-
AN3 - Lvl 6 (b)		-			-	53,333		-		64,003				-				(488)			-	116,848		-
AN4 - Lvl 2 (b)		-			-	2,147		-		6,409				-				(123)			-	8,433		-
AN4 - Lvl 4 (b)		-			-	1,326		-		3,935				-				-			-	5,261		-
AN4 - Lvl 5 (b)		-			-	124		-		441				-				-			-	565		-
AN4 - Lvl 6 (b)		-			-	6,388		-		128				-				-			-	6,516		-
AN5 - Lvl 2 (b)		-			-	12,557		-		33,227				-				(893)			-	44,891		-
AN5 - Lvl 4 (b)		-			-	482		-		25,200				-				(2,497)			-	23,185		-
AN5 - Lvl 5 (b)		-			-	1,033		-		473				-				-			-	1,506		-
AN5 - Lvl 6 (b)		-			-	-		-		64				-				-			-	64		-
FL1 - Lvl2 (b)		-			-	18,686		-		19,156				-				(340)			-	37,502		-
FL1 - Lvl3 (b)		-			-	-		-		16,734				-				(455)			-	16,279		-
FL1 - Lvl4 (b)		-			-	20,349		-		11,259				-				(5)			-	31,603		-
FL1 - Lvl5 (b)		-			-	14,873		-		9,245				-				(8)			-	24,110		-
FL1 - Lvl6 (b)		-			-	16,602		-		22,420				-				(7)			-	39,015		-
FL2 - Lvl2 (b)		-			-	23,204		-		265,640				-				(1,238)			-	287,606		-
FL2 - Lvl3 (b)		-			-	-		-		28,489				-				-			-	28,489		-
FL2 - Lvl4 (b)		-			-	3,263		-		265,259				-				(1,201)			-	267,321		-
FL2 - Lvl5 (b)		-			-	5,217		-		359,878				-				(1,337)			-	363,758		-
FL2 - Lvl6 (b)		-			-	9,362		-		196,206				-				(443)			-	205,125		-
FL3 - Lvl2 (b)		-			-	23,457		-		277,625				-				(3,030)			-	298,052		-
FL3 - Lvl3 (b)		-			-	-		-		20,638				-				-			-	20,638		-
FL3 - Lvl4 (b)		-			-	21,627		-		345,517				-				(1,659)			-	365,485		-
FL3 - Lvl5 (b)		-			-	14,831		-		473,356				-				(1,272)			-	486,915		-
FL3 - Lvl6 (b)		-			-	10,170		-		233,696				-				(475)			-	243,391		-
GS1 - Lvl 2 (a)		49,638			-	40,622		30,457		117,989				19,656				(10,447)			(475)	197,802		49,638
GS1 - Lvl 3 (a)		-			-	-		-		16,085				-				-			-	16,085		-
GS1 - Lvl 4 (a)		67,670		-		41,130		52,552		79,695				15,876				(3,011)			(758)	185,484		67,670
GS1 - Lvl 5 (a)		75,161		-		85,783		60,330		119,289				14,854				(6,237)			(23)	273,996		75,161
GS1 - Lvl 6 (a)		17,796		-		43,115		10,118		76,751				7,678				(3,889)			-	133,773		17,796
GS2 - Lvl 2 (a)		9,427		-		9,990		8,810		24,545				717				(4,309)			(100)	39,653		9,427
GS2 - Lvl 3 (a)		12,386		-		-		12,386		-				-				-			-	12,386		12,386
GS2 - Lvl 4 (a)		3,948		-		12,753		3,206		19,334				742				(459)			-	35,576		3,948
GS2 - Lvl 5 (a)		12,019		-		14,581		11,194		25,113				957				(3,568)			(132)	48,145		12,019
GS2 - Lvl 6 (a)		2,665		-		1,835		2,160		9,212				505				(147)			-	13,565		2,665
GS3 - Lvl 2 (a)		7,290		-		22,225		7,144		64,731				246				(2,241)			(100)	92,005		7,290
GS3 - Lvl 3 (a)		17,483		-		-		17,483		9,173				-				-			-	26,656		17,483
GS3 - Lvl 4 (a)		26,035		-		32,154		20,652		70,938				5,680				(2,630)			(297)	126,497		26,035
GS3 - Lvl 5 (a)		59,730		-		55,139		52,298		92,568				7,737				(27,741)			(305)	179,696		59,730
(a)  For the period July 17, 2000 (commencement of operations) through December 31, 2000.
(b)  For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

										Units Transferred Between
	Units Outstanding									Sub-Accounts and Fixed					Units Withdrawn,							Units Outstanding
	Beginning of Year					Units Purchased				Accumulation Account					Surrendered, and Annuitized							End of Year
	Year Ended		Year Ended			Year Ended		Year Ended		Year Ended		Year Ended			Year Ended			Year Ended				Year Ended		Year Ended
	December 31,		December 31,			December 31,		December 31,		December 31,		December 31,			December 31,			December 31,				December 31,		December 31,
	2001				2000	2001		2000		2001			2000			2001			2000		2001		2000
Futurity III Contracts - Continued:
GS3 - Lvl 6 (a)		9,775		-			20,487		3,632		14,565			6,171			(483)			(28)	44,344			9,775
GS4 - Lvl 2 (a)		3,407		-			9,337		3,197		9,033			310			(905)			(100)	20,872			3,407
GS4 - Lvl 4 (a)		1,375		-			12,321		641		12,883			734			(213)			-	26,366			1,375
GS4 - Lvl 5 (a)		7,846		-			7,897		4,481		16,206			3,365			(4,916)			-	27,033			7,846
GS4 - Lvl 6 (a)		754		-			2,681		621		3,345			133			(115)			-	6,665			754
GS5 - Lvl 2 (a)		19,327		-			20,766		16,545		18,367			2,948			(9,007)			(166)	49,453			19,327
GS5 - Lvl 3 (a)		31,040		-			-		31,040		13,016			-			(255)			-	43,801			31,040
GS5 - Lvl 4 (a)		38,546		-			43,187		36,123		30,134			2,474			(7,212)			(51)	104,655			38,546
GS5 - Lvl 5 (a)		31,258		-			12,101		17,934		54,645			13,324			(4,050)			-	93,954			31,258
GS5 - Lvl 6 (a)		15,344		-			9,575		13,789		3,799			1,636			(515)			(81)	28,203			15,344
GS6 - Lvl 2 (b)		-		-			726		-		2,608			-			-			-	3,334			-
GS6 - Lvl 4 (b)		-		-			8,601		-		2,352			-			-			-	10,953			-
GS6 - Lvl 5 (b)		-		-			2,416		-		3,568			-			-			-	5,984			-
GS6 - Lvl 6 (b)		-		-			2,266		-		9,581			-			(110)			-	11,737			-
GS7 - Lvl 2 (b)		-		-			2,784		-		16,272			-			-			-	19,056			-
GS7 - Lvl 4 (b)		-		-			364		-		2,716			-			-			-	3,080			-
GS7 - Lvl 5 (b)		-		-			4,607		-		13,981			-			-			-	18,588			-
GS7 - Lvl 6 (b)		-		-			8,516		-		2,221			-			(4)			-	10,733			-
IV 1 - Lvl 2 (b)		-		-			13,665		-		11,668			-			(2,300)			-	23,033			-
IV 1 - Lvl 4 (b)		-		-			2,906		-		15,226			-			(280)			-	17,852			-
IV 1 - Lvl 5 (b)		-		-			4,828		-		28,023			-			(39)			-	32,812			-
IV 1 - Lvl 6 (b)		-		-			15,247		-		12,478			-			(2,083)			-	25,642			-
IV 2 - Lvl 2 (b)		-		-			3,595		-		5,239			-			(64)			-	8,770			-
IV 2 - Lvl 4 (b)		-		-			3,674		-		11,981			-			(4)			-	15,651			-
IV 2 - Lvl 5 (b)		-		-			6,103		-		8,288			-			(496)			-	13,895			-
IV 2 - Lvl 6 (b)		-		-			12,156		-		8,874			-			(119)			-	20,911			-
JP1 - Lvl 2 (a)		13,403		-			6,403		9,897		21,355			3,611			(1,424)			(105)	39,737			13,403
JP1 - Lvl 3 (a)		15,284		-			-		15,284		-			-			-			-	15,284			15,284
JP1 - Lvl 4 (a)		39,198		-			8,223		24,711		27,910			14,729			(1,294)			(242)	74,037			39,198
JP1 - Lvl 5 (a)		53,641		-			17,927		47,956		46,117			5,962			(18,463)			(277)	99,222			53,641
JP1 - Lvl 6 (a)		2,420		-			5,875		1,084		18,860			1,336			(462)			-	26,693			2,420
JP2 - Lvl 2 (a)		8,732		-			20,214		8,131		6,001			729			(5,712)			(128)	29,235			8,732
JP2 - Lvl 3 (a)		13,244		-			-		13,244		12,836			-			-			-	26,080			13,244
JP2 - Lvl 4 (a)		25,338		-			9,549		20,927		12,974			4,442			(1,133)			(31)	46,728			25,338
JP2 - Lvl 5 (a)		26,166		-			16,603		24,659		26,045			1,782			(10,893)			(275)	57,921			26,166
JP2 - Lvl 6 (a)		1,673		-			1,547		745		5,600			928			(78)			-	8,742			1,673
JP3 - Lvl 2 (a)		21,708		-			5,236		19,798		8,040			2,066			(4,004)			(156)	30,980			21,708
JP3 - Lvl 3 (a)		13,334		-			-		13,334		-			-			-			-	13,334			13,334
JP3 - Lvl 4 (a)		16,703		-			14,537		12,316		22,244			4,420			(1,209)			(33)	52,275			16,703
JP3 - Lvl 5 (a)		20,851		-			17,062		16,174		10,009			4,683			(1,608)			(6)	46,314			20,851
JP3 - Lvl 6 (a)		13,957		-			2,015		12,650		11,143			1,309			(839)			(2)	26,276			13,957
LA1 - Lvl 1 (a)		-		-			-		-		8,430			-			-			-	8,430			-
LA1 - Lvl 2 (a)		52,400		-			240,569		39,489		676,862			14,475			(31,193)			(1,564)	938,638			52,400
LA1 - Lvl 3 (a)		23,743		-			-		23,743		68,249			-			(2,352)			-	89,640			23,743
LA1 - Lvl 4 (a)		55,535		-			164,840		42,837		612,496			12,792			(15,812)			(94)	817,059			55,535
LA1 - Lvl 5 (a)		125,200		-			382,514		100,824		987,173			24,757			(30,258)			(381)	1,464,629			125,200

(a)  For the period July 17, 2000 (commencement of operations) through December 31, 2000.

(b)  For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

											Units Transferred Between
	Units Outstanding										Sub-Accounts and Fixed							Units Withdrawn,							Units Outstanding
	Beginning of Year					Units Purchased					Accumulation Account							Surrendered, and Annuitized							End of Year
	Year Ended		Year Ended			Year Ended		Year Ended			Year Ended			Year Ended				Year Ended			Year Ended				Year Ended	Year Ended
	December 31,		December 31,			December 31,		December 31,			December 31,			December 31,				December 31,			December 31,				December 31,	December 31,
	2001				2000	2001			2000			2001			2000				2001			2000			2001		2000
Futurity III Contracts - Continued:
LA1 - Lvl 6 (a)		116,974		-			193,074			114,195			523,710			2,828				(7,618)			(49)	826,140				116,974
LA2 - Lvl 2 (b)		-		-			52,304			-			187,297			(2,954	)			-			-	236,647				-
LA2 - Lvl 3 (b)		-		-			-			-			5,016			-				-			-	5,016				-
LA2 - Lvl 4 (b)		-		-			26,687			-			197,738			(2,335	)			-			-	222,090				-
LA2 - Lvl 5 (b)		-		-			32,246			-			252,241			(5,882	)			-			-	278,605				-
LA2 - Lvl 6 (b)		-		-			68,571			-			157,052			(1,129	)			-			-	224,494				-
LA3 - Lvl 2 (b)		-		-			1,330			-			4,535			-				-			-	5,865				-
LA3 - Lvl 4 (b)		-		-			197			-			1,965			(109	)			-			-	2,053				-
LA3 - Lvl 5 (b)		-		-			6,538			-			11,383			-				-			-	17,921				-
LA3 - Lvl 6 (b)		-		-			1,553			-			2,796			-				-			-	4,349				-
CAS - Lvl 1 (a)		-		-			3,333			-			23,239			-				-			-	26,572				-
CAS - Lvl 2 (a)		77,731		-			62,073			64,841			31,095			14,632				(8,871)			(1,742)	162,028				77,731
CAS - Lvl 3 (a)		31,811		-			-			-			-			31,811				-			-	31,811				31,811
CAS - Lvl 4 (a)		137,695		-			79,145			93,138			88,864			45,388				(11,045)			(831)	294,659				137,695
CAS - Lvl 5 (a)		111,529		-			117,586			123,297			121,849			(10,808	)			(14,041)			(960)	336,923				111,529
CAS - Lvl 6 (a)		91,422		-			16,159			74,358			150,229			17,132				(6,985)			(68)	250,825				91,422
EGS - Lvl 2 (a)		172,848		-			125,214			290,535			43,031			(117,225	)			(29,848)			(462)	311,245				172,848
EGS - Lvl 3 (a)		46,626		-			-			14,035			11,310			32,591				(1,106)			-	56,830				46,626
EGS - Lvl 4 (a)		260,438		-			177,636			228,880			123,308			34,075				(25,961)			(2,517)	535,421				260,438
EGS - Lvl 5 (a)		439,010		-			252,012			393,956			275,982			46,870				(49,618)			(1,816)	917,386				439,010
EGS - Lvl 6 (a)		142,901		-			79,122			121,145			89,615			22,175				(27,165)			(419)	284,473				142,901
GSS - Lvl 1 (a)		-		-			-			-			14,995			-				-			-	14,995				-
GSS - Lvl 2 (a)		30,960		-			119,124			22,741			140,547			8,530				(19,761)			(311)	270,870				30,960
GSS - Lvl 4 (a)		18,410		-			44,346			18,196			221,249			375				(6,609)			(161)	277,396				18,410
GSS - Lvl 5 (a)		28,193		-			92,060			13,472			329,148			14,815				(22,287)			(94)	427,114				28,193
GSS - Lvl 6 (a)		1,703		-			26,430			1,451			222,005			252				(8,261)			-	241,877				1,703
HYS - Lvl 2 (a)		31,852		-			88,523			16,362			187,603			16,063				(21,098)			(573)	286,880				31,852
HYS - Lvl 3 (a)		-		-			-			-			11,033			-				-			-	11,033				-
HYS - Lvl 4 (a)		44,961		-			68,680			20,686			197,950			24,699				(15,254)			(424)	296,337				44,961
HYS - Lvl 5 (a)		67,901		-			63,746			47,498			327,807			20,575				(16,254)			(172)	443,200				67,901
HYS - Lvl 6 (a)		15,842		-			37,456			11,877			101,440			3,965				(4,497)			-	150,241				15,842
M1A - Lvl 2 (c)		-		-			23,588			-			15,359			-				(144)			-	38,803				-
M1A - Lvl 4 (c)		-		-			23,212			-			11,689			-				(55)			-	34,846				-
M1A - Lvl 5 (c)		-		-			15,253			-			5,694			-				(71)			-	20,876				-
M1A - Lvl 6 (c)		-		-			46,011			-			15,026			-				(146)			-	60,891				-
M1B - Lvl 2 (c)		-		-			29,475			-			35,855			-				(18)			-	65,312				-
M1B - Lvl 4 (c)		-		-			21,775			-			12,066			-				(77)			-	33,764				-
M1B - Lvl 5 (c)		-		-			16,037			-			8,784			-				(21)			-	24,800				-
M1B - Lvl 6 (c)		-		-			37,225			-			36,327			-				(163)			-	73,389				-
MFC - Lvl 2 (c)		-		-			19,834			-			19,957			-				(85)			-	39,706				-
MFC - Lvl 4 (c)		-		-			26,560			-			18,515			-				(146)			-	44,929				-
MFC - Lvl 5 (c)		-		-			4,783			-			20,559			-				(191)			-	25,151				-
MFC - Lvl 6 (c)		-		-			25,675			-			25,169			-				(227)			-	50,617				-
MFD - Lvl 2 (c)		-		-			8,292			-			4,285			-				(95)			-	12,482				-
MFD - Lvl 4 (c)		-		-			7,661			-			5,743			-				(112)			-	13,292				-

(a) For the period July 17, 2000 (commencement of operations) through December 31, 2000.

(b)  For the period May 1, 2001 (commencement of operations) through December 31, 2001.

(c)  For the period August 27, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

											Units Transferred Between
	Units Outstanding										Sub-Accounts and Fixed				Units Withdrawn,				Units Outstanding
	Beginning of Year						Units Purchased				Accumulation Account				Surrendered, and Annuitized				End of Year
	Year Ended		Year Ended				Year Ended	Year Ended			Year Ended		Year Ended		Year Ended	Year Ended			Year Ended	Year Ended
	December 31,		December 31,				December 31,	December 31,			December 31,		December 31,		December 31,	December 31,			December 31,	December 31,
	2001				2000		2001	2000			2001		2000		2001	2000			2001	2000
Futurity III Contracts - Continued:
MFD - Lvl 5 (c)		-		-		6,267			-	266		-		-			-	6,533			-
MFD - Lvl 6 (c)		-		-		17,896			-	7,706		-		(123)			-	25,479			-
MFE - Lvl 2 (c)		-		-		12,520			-	17,518		-		(150)			-	29,888			-
MFE - Lvl 4 (c)		-		-		67,409			-	7,753		-		(373)			-	74,789			-
MFE - Lvl 5 (c)		-		-		13,653			-	2,075		-		(8)			-	15,720			-
MFE - Lvl 6 (c)		-		-		41,007			-	18,695		-		(285)			-	59,417			-
MFF - Lvl 2 (c)		-		-		17,370			-	5,277		-		(25)			-	22,622			-
MFF - Lvl 4 (c)		-		-		9,510			-	(502)		-		(13)			-	8,995			-
MFF - Lvl 5 (c)		-		-		21,103			-	(12,183)		-		-			-	8,920			-
MFF - Lvl 6 (c)		-		-		9,459			-	1,745		-		-			-	11,204			-
MFJ - Lvl 2 (c)		-		-		80,690			-	33,453		-		(481)			-	113,662			-
MFJ - Lvl 4 (c)		-		-		78,864			-	52,887		-		(740)			-	131,011			-
MFJ - Lvl 5 (c)		-		-		60,670			-	27,623		-		(127)			-	88,166			-
MFJ - Lvl 6 (c)		-		-		77,441			-	44,560		-		(95)			-	121,906			-
MFK - Lvl 2 (c)		-		-		77,207			-	13,483		-		(669)			-	90,021			-
MFK - Lvl 4 (c)		-		-		43,616			-	13,814		-		(335)			-	57,095			-
MFK - Lvl 5 (c)		-		-		18,061			-	2,602		-		(37)			-	20,626			-
MFK - Lvl 6 (c)		-		-		32,034			-	23,324		-		(135)			-	55,223			-
MFL - Lvl 2 (c)		-		-		17,879			-	17,300		-		(111)			-	35,068			-
MFL - Lvl 3 (c)		-		-		-			-	7,108		-		-			-	7,108			-
MFL - Lvl 4 (c)		-		-		8,836			-	3,790		-		(23)			-	12,603			-
MFL - Lvl 5 (c)		-		-		13,635			-	6,197		-		(22)			-	19,810			-
MFL - Lvl 6 (c)		-		-		26,497			-	10,908		-		(35)			-	37,370			-
MIS - Lvl 1 (a)		2,827		-		3,074			-	35,172		2,827		-			-	41,073			2,827
MIS - Lvl 2 (a)		129,303		-		230,413			95,804	276,066		33,811		(18,916)			(312)	616,866			129,303
MIS - Lvl 3 (a)		41,225		-		-			12,738	-		28,487		-			-	41,225			41,225
MIS - Lvl 4 (a)		161,937		-		168,075			131,724	380,608		31,405		(21,560)			(1,192)	689,060			161,937
MIS - Lvl 5 (a)		309,307		-		394,456			274,128	638,817		36,101		(38,514)			(922)	1,304,066			309,307
MIS - Lvl 6 (a)		181,314		-		81,826			159,869	177,111		21,837		(9,330)			(392)	430,921			181,314
MIT - Lvl 2 (a)		72,001		-		117,207			53,390	112,940		20,118		(6,727)			(1,507)	295,421			72,001
MIT - Lvl 3 (a)		-		-		-			-	9,504		-		(903)			-	8,601			-
MIT - Lvl 4 (a)		75,067		-		91,020			66,459	135,649		9,134		(5,038)			(526)	296,698			75,067
MIT - Lvl 5 (a)		146,370		-		198,507			125,666	385,582		21,414		(19,806)			(710)	710,653			146,370
MIT - Lvl 6 (a)		68,760		-		35,331			61,982	118,185		7,013		(5,623)			(235)	216,653			68,760
NWD - Lvl 1 (a)		3,013		-		-			9,725	12,563		3,013		-			(9,725)	15,576			3,013
NWD - Lvl 2 (a)		108,572		-		97,599			82,955	96,134		26,375		(14,403)			(758)	287,902			108,572
NWD - Lvl 3 (a)		74,514		-		-			44,059	-		30,455		(246)			-	74,268			74,514
NWD - Lvl 4 (a)		119,748		-		92,884			98,962	118,734		21,416		(14,257)			(630)	317,109			119,748
NWD - Lvl 5 (a)		178,251		-		105,890			165,703	253,144		13,499		(16,588)			(951)	520,697			178,251
NWD - Lvl 6 (a)		113,259		-		68,240			96,686	97,369		16,660		(16,747)			(87)	262,121			113,259
TRS - Lvl 1 (a)		-		-		2,278			-	23,760		-		-			-	26,038			-
TRS - Lvl 2 (a)		29,963		-		138,892			25,010	199,777		5,339		(13,731)			(386)	354,901			29,963
TRS - Lvl 3 (a)		-		-		-			-	22,591		-		(1,096)			-	21,495			-
TRS - Lvl 4 (a)		27,987		-		80,265			20,873	236,340		7,277		(4,547)			(163)	340,045			27,987
TRS - Lvl 5 (a)		58,375		-		159,936			48,083	410,371		11,012		(20,211)			(720)	608,471			58,375
TRS - Lvl 6 (a)		4,270		-		49,115			3,774	107,880		522		(4,503)			(26)	156,762			4,270

(a) For the period July 17, 2000 (commencement of operations) through December 31, 2000.

(c) For the period August 27, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

										Units Transferred Between
	Units Outstanding									Sub-Accounts and Fixed				Units Withdrawn,				Units Outstanding
	Beginning of Year					Units Purchased				Accumulation Account				Surrendered, and Annuitized				End of Year
	Year Ended		Year Ended			Year Ended		Year Ended		Year Ended		Year Ended		Year Ended		Year Ended		Year Ended		Year Ended
	December 31,		December 31,			December 31,		December 31,		December 31,		December 31,		December 31,		December 31,		December 31,		December 31,
	2001			2000		2001		2000		2001		2000		2001		2000		2001		2000
Futurity III Contracts - Continued:
UTS - Lvl 2 (a)		86,311			-		84,668		73,814		88,966		13,177		(8,202)		(680)		251,743		86,311
UTS - Lvl 3 (a)		23,829			-		-		23,829		29,080		-		(1,411)		-		51,498		23,829
UTS - Lvl 4 (a)		125,061			-		140,878		105,207		219,256		20,979		(17,447)		(1,125)		467,748		125,061
UTS - Lvl 5 (a)		144,204			-		79,970		99,541		398,386		45,338		(14,912)		(675)		607,648		144,204
UTS - Lvl 6 (a)		23,830			-		39,913		13,296		175,300		10,564		(13,348)		(30)		225,695		23,830
RX1 - Lvl4 (b)		-			-		3,487		-		1,832		-		-		-		5,319		-
RX1 - Lvl5 (b)		-			-		-		-		5,830		-		-		-		5,830		-
RX2 - Lvl2 (b)		-			-		2,498		-		612		-		-		-		3,110		-
RX2 - Lvl4 (b)		-			-		304		-		11,907		-		(138)		-		12,073		-
RX2 - Lvl5 (b)		-			-		3,870		-		109,342		-		(1,133)		-		112,079		-
RX2 - Lvl6 (b)		-			-		9,785		-		8,390		-		(238)		-		17,937		-
SC1 - Lvl 1 (a)		-			-		-		-		16,107		-		-		-		16,107		-
SC1 - Lvl 2 (a)		157,296			-		370,240		128,885		569,166		28,600		(31,063)		(189)		1,065,639		157,296
SC1 - Lvl 3 (a)		-			-		-		-		19,198		-		(990)		-		18,208		-
SC1 - Lvl 4 (a)		27,989			-		622,209		56,083		78,915		(27,940)		(26,066)		(154)		703,047		27,989
SC1 - Lvl 5 (a)		145,304			-		233,394		160,781		1,101,886		(15,424)		(115,633)		(53)		1,364,951		145,304
SC1 - Lvl 6 (a)		15,319			-		122,942		9,028		228,230		6,688		(12,122)		(397)		354,369		15,319
SC2 - Lvl 2 (a)		24,924			-		152,396		15,565		368,817		9,844		(11,365)		(485)		534,772		24,924
SC2 - Lvl 3 (a)		-			-		-		-		22,984		-		-		-		22,984		-
SC2 - Lvl 4 (a)		74,085			-		116,711		56,256		510,597		18,793		(24,225)		(964)		677,168		74,085
SC2 - Lvl 5 (a)		74,451			-		115,468		74,221		547,030		772		(24,870)		(542)		712,079		74,451
SC2 - Lvl 6 (a)		18,259			-		72,003		14,972		363,596		3,324		(11,952)		(37)		441,906		18,259
SC3 - Lvl 2 (a)		58,623			-		50,653		57,484		71,887		1,667		(12,612)		(528)		168,551		58,623
SC3 - Lvl 3 (a)		-			-		-		-		2,594		-		-		-		2,594		-
SC3 - Lvl 4 (a)		46,344			-		29,151		15,791		97,608		30,947		(8,085)		(394)		165,018		46,344
SC3 - Lvl 5 (a)		40,664			-		45,972		32,142		79,988		8,722		(9,994)		(200)		156,630		40,664
SC3 - Lvl 6 (a)		6,825			-		33,694		5,368		45,679		1,457		(7,657)		-		78,541		6,825
SC4 - Lvl 2 (a)		36,473			-		91,928		24,392		(50,322)		12,571		(14,069)		(490)		64,010		36,473
SC4 - Lvl 3 (a)		-			-		-		-		24,368		-		-		-		24,368		-
SC4 - Lvl 4 (a)		39,843			-		76,345		20,425		(46,586)		20,100		(8,829)		(682)		60,773		39,843
SC4 - Lvl 5 (a)		126,576			-		115,558		106,029		(63,581)		21,355		(29,726)		(808)		148,827		126,576
SC4 - Lvl 6 (a)		16,622			-		71,473		16,738		(18,128)		(113)		(26,622)		(3)		43,345		16,622
SC5 - Lvl 1 (a)		2,643			-		-		17,879		11,452		2,643		-		(17,879)		14,095		2,643
SC5 - Lvl 2 (a)		173,017			-		148,781		136,308		148,953		37,953		(28,044)		(1,244)		442,707		173,017
SC5 - Lvl 3 (a)		31,687			-		-		31,687		80,300		-		(3,075)		-		108,912		31,687
SC5 - Lvl 4 (a)		165,502			-		206,995		104,942		238,125		61,626		(28,170)		(1,066)		582,452		165,502
SC5 - Lvl 5 (a)		203,101			-		145,403		164,682		372,453		39,314		(34,350)		(895)		686,607		203,101
SC5 - Lvl 6 (a)		32,311			-		137,389		14,555		124,840		18,090		(20,338)		(334)		274,202		32,311
SC6 - Lvl 2 (a)		356			-		19,039		100		26,390		358		(421)		(102)		45,364		356
SC6 - Lvl 3 (a)		-			-		-		-		11,266		-		-		-		11,266		-
SC6 - Lvl 4 (a)		15,627			-		3,520		14,980		14,878		1,028		(4,654)		(381)		29,371		15,627
SC6 - Lvl 5 (a)		11,148			-		10,362		8,564		27,575		2,712		(4,512)		(128)		44,573		11,148
SC6 - Lvl 6 (a)		-			-		5,203		-		8,342		-		-		-		13,545		-
SC7 - Lvl 1 (a)		-			-		-		18,160		10,218		-		-		(18,160)		10,218		-
SC7 - Lvl 2 (a)		101,048			-		229,386		73,734		121,777		27,938		(25,142)		(624)		427,069		101,048
SC7 - Lvl 3 (a)		28,266			-		-		-		-		28,266		(236)		-		28,030		28,266

(a) For the period July 17, 2000 (commencement of operations) through December 31, 2000.

(b) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

									Units Transferred Between
	Units Outstanding								Sub-Accounts and Fixed			Units Withdrawn,			Units Outstanding
	Beginning of Year					Units Purchased			Accumulation Account			Surrendered, and Annuitized			End of Year
	Year Ended		Year Ended			Year Ended	Year Ended		Year Ended	Year Ended		Year Ended		Year Ended	Year Ended		Year Ended
	December 31,		December 31,			December 31,	December 31,		December 31,	December 31,		December 31,		December 31,	December 31,		December 31,
	2001			2000		2001	2000		2001	2000		2001		2000	2001			2000
Futurity III Contracts - continued:
SC7 - Lvl 4 (a)		86,152			-	206,957		59,644	69,788		27,230	(26,973)	(722)			335,924	86,152
SC7 - Lvl 5 (a)		200,187			-	377,771		153,122	301,130		47,734	(37,202)	(669)			841,886	200,187
SC7 - Lvl 6 (a)		87,552			-	167,980		67,229	267,918		20,378	(34,661)	(55)			488,789	87,552
SC8 - Lvl 2 (a)		9,476			-	24,429		8,235	39,862		1,370	(771)	(129)			72,996	9,476
SL8 - Lvl 4 (a)		41,572			-	38,013		43,652	59,608		(1,421)	(4,467)	(659)			134,726	41,572
SC8 - Lvl 5 (a)		8,334			-	22,315		7,680	79,994		694	(3,581)	(40)			107,062	8,334
SC8 - Lvl 6 (a)		6,827			-	15,678		3,021	30,838		3,821	(404)	(15)			52,939	6,827
SC9 - Lvl 2 (a)		2,611			-	16,834		2,711	20,613		-	(12,480)	(100)			27,578	2,611
SC9 - Lvl 4 (a)		3,087			-	21,712		2,952	49,507		148	(1,386)	(13)			72,920	3,087
SC9 - Lvl 5 (a)		8,870			-	10,474		8,870	39,995		-	(3,030)	-			56,309	8,870
SC9 - Lvl 6 (a)		61			-	10,756		-	12,082		61	(62)	-			22,837	61
SCA - Lvl 2 (a)		59,661			-	88,716		47,874	10,757		12,459	(24,112)	(672)			135,022	59,661
SCA - Lvl 3 (a)		11,156			-	-		11,156	-		-	-	-			11,156	11,156
SCA - Lvl 4 (a)		47,213			-	83,259		22,843	45,439		24,820	(8,968)	(450)			166,943	47,213
SCA - Lvl 5 (a)		99,042			-	66,793		62,433	56,288		37,241	(20,913)	(632)			201,210	99,042
SCA - Lvl 6 (a)		28,275			-	62,535		22,863	71,747		5,415	(14,629)	(3)			147,928	28,275
SCB - Lvl 2 (a)		27,336			-	57,705		25,248	90,821		2,416	(6,721)	(328)			169,141	27,336
SCB - Lvl 3 (a)		9,948			-	-		9,948	3,288		-	-	-			13,236	9,948
SCB - Lvl 4 (a)		30,580			-	35,656		9,298	121,994		21,760	(8,067)	(478)			180,163	30,580
SCB - Lvl 5 (a)		30,730			-	39,044		24,830	123,062		6,078	(9,069)	(178)			183,767	30,730
SCB - Lvl 6 (a)		7,205			-	40,933		5,415	53,777		1,812	(7,119)	(22)			94,796	7,205
SCC - Lvl 2 (a)		3,151			-	17,009		2,304	28,172		958	(839)	(111)			47,493	3,151
SCC - Lvl 4 (a)		712			-	20,833		246	15,509		466	(1,169)	-			35,885	712
SCC - Lvl 5 (a)		3,796			-	1,514		3,796	11,749		-	(2,312)	-			14,747	3,796
SCC - Lvl 6 (a)		-			-	2,514		-	6,911		-	(25)	-			9,400	-
SCD - Lvl 2 (b)		-			-	6,710		-	5,829		-	(1,191)	-			11,348	-
SCD - Lvl 4 (b)		-			-	8,383		-	4,802		-	-	-			13,185	-
SCD - Lvl 5 (b)		-			-	2,131		-	117,563		-	(988)	-			118,706	-
SCD - Lvl 6 (b)		-			-	19,847		-	6,784		-	(1,241)	-			25,390	-
SCE - Lvl 2 (b)		-			-	4,332		-	3,625		-	-	-			7,957	-
SCE - Lvl 4 (b)		-			-	6,996		-	156		-	(157)	-			6,995	-
SCE - Lvl 5 (b)		-			-	2,398		-	6,263		-	-	-			8,661	-
SCE - Lvl 6 (b)		-			-	3,835		-	2,800		-	-	-			6,635	-
SCF - Lvl 2 (b)		-			-	12,250		-	21,510		-	(405)	-			33,355	-
SCF - Lvl 4 (b)		-			-	9,275		-	34,213		-	(540)	-			42,948	-
SCF - Lvl 5 (b)		-			-	7,818		-	60,125		-	(459)	-			67,484	-
SCF - Lvl 6 (b)		-			-	15,868		-	21,873		-	(587)	-			37,154	-
SCG - Lvl 2 (b)		-			-	9,980		-	1,058		-	(1,128)	-			9,910	-
SCG - Lvl 4 (b)		-			-	1,209		-	7,423		-	(316)	-			8,316	-
SCG - Lvl 5 (b)		-			-	2,254		-	17,862		-	(45)	-			20,071	-
SCG - Lvl 6 (b)		-			-	1,956		-	4,077		-	(1,125)	-			4,908	-
SCH - Lvl 2 (b)		-			-	9,329		-	4,093		-	(50)	-			13,372	-
SCH - Lvl 4 (b)		-			-	2,225		-	7,852		-	-	-			10,077	-
SCH - Lvl 5 (b)		-			-	2,782		-	17,300		-	-	-			20,082	-
SCH - Lvl 6 (b)		-			-	10,559		-	10,256		-	(123)	-			20,692	-
SCI - Lvl 2 (b) .		-			-	20,874		-	28,050		-	(683)	-			48,241	-
SCI - Lvl 4 (b) .		-			-	1,914		-	18,307		-	(456)	-			19,765	-
SCI - Lvl 5 (b) .		-			-	5,623		-	8,320		-	(1,490)	-			12,453	-
SCI - Lvl 6 (b) .		-			-	10,040		-	11,080		-	(76)	-			21,044	-

(a) For the period July 17, 2000 (commencement of operations) through December 31, 2000.

(b) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

										Units Transferred Between
	Units Outstanding									Sub-Accounts and Fixed				Units Withdrawn,				Units Outstanding
	Beginning of Year					Units Purchased				Accumulation Account				Surrendered, and Annuitized				End of Year
	Year Ended		Year Ended			Year Ended			Year Ended	Year Ended		Year Ended		Year Ended		Year Ended		Year Ended		Year Ended
	December 31,		December 31,			December 31,			December 31,	December 31,		December 31,		December 31,		December 31,		December 31,		December 31,
	2001			2000		2001			2000	2001		2000		2001		2000		2001		2000
Futurity Select Four Contracts:
AIM1 - Lvl 3 (a)		1,548			-		11,443	1,548			4,684		-		(98)		-		17,577		1,548
AIM1 - Lvl 4 (a)		499			-		18,983	1,497			3,449		(998)		(407)		-		22,524		499
AIM1 - Lvl 5 (a)		2,794			-		47,049	-			9,161		2,794		(1,130)		-		57,874		2,794
AIM1 - Lvl 6 (a)		-			-		20,237	-			13,219		-		-		-		33,456		-
AIM2 - Lvl 3 (a)		-			-		6,900	-			3,763		-		-		-		10,663		-
AIM2 - Lvl 4 (a)		1,561			-		24,167	1,561			6,280		-		(710)		-		31,298		1,561
AIM2 - Lvl 5 (a)		5,276			-		25,840	5,276			21,098		-		(1,580)		-		50,634		5,276
AIM2 - Lvl 6 (a)		-			-		11,003	-			4,308		-		-		-		15,311		-
AIM3 - Lvl 3 (a)		-			-		31,940	-			8,963		-		(14,730)		-		26,173		-
AIM3 - Lvl 4 (a)		-			-		12,904	-			5,875		-		(272)		-		18,507		-
AIM3 - Lvl 5 (a)		-			-		40,716	-			16,094		-		(691)		-		56,119		-
AIM3 - Lvl 6 (a)		-			-		41,296	-			4,475		-		(176)		-		45,595		-
AIM4 - Lvl 2 (a)		-			-		31,674	-			3,665		-		(885)		-		34,454		-
AIM4 - Lvl 3 (a)		62			-		59,054	60			22,381		2		(957)		-		80,540		62
AIM4 - Lvl 4 (a)		1,415			-		79,426	1,415			99		-		(689)		-		80,251		1,415
AIM4 - Lvl 5 (a)		2,234			-		99,534	969			43,163		1,265		(1,036)		-		143,895		2,234
AIM4 - Lvl 6 (a)		-			-		94,688	-			(16,667)		-		(6,226)		-		71,795		-
AIM5 - Lvl 3 (b)		-			-		2,013	-			861		-		-		-		2,874		-
AIM5 - Lvl 4 (b)		-			-		9,127	-			1,436		-		(12)		-		10,551		-
AIM5 - Lvl 5 (b)		-			-		9,496	-			1,235		-		-		-		10,731		-
AIM5 - Lvl 6 (b)		-			-		3,090	-			2,033		-		(31)		-		5,092		-
AL1 - Lvl 3 (a)		-			-		24,256	-			13,569		-		(1,241)		-		36,584		-
AL1 - Lvl 4 (a)		1,463			-		32,117	1,463			12,836		-		(344)		-		46,072		1,463
AL1 - Lvl 5 (a)		6,668			-		64,785	4,725			21,045		1,943		(1,194)		-		91,304		6,668
AL1 - Lvl 6 (a)		-			-		26,562	-			7,823		-		(144)		-		34,241		-
AL2 - Lvl 3 (a)		-			-		72,337	-			(191)		-		(5,831)		-		66,315		-
AL2 - Lvl 4 (a)		1,883			-		18,715	3,035			6,659		(1,152)		(4,679)		-		22,578		1,883
AL2 - Lvl 5 (a)		7,161			-		108,718	7,161			23,484		-		(1,537)		-		137,826		7,161
AL2 - Lvl 6 (a)		-			-		100,115	-			19,878		-		(2,057)		-		117,936		-
AL3 - Lvl 3 (a)		-			-		1,519	-			1,488		-		-		-		3,007		-
AL3 - Lvl 4 (a)		-			-		6,333	-			933		-		(355)		-		6,911		-
AL3 - Lvl 5 (a)		-			-		13,171	-			8,012		-		(592)		-		20,591		-
AL3 - Lvl 6 (a)		-			-		6,383	-			9,761		-		-		-		16,144		-
AN1 - Lvl 3 (b)		-			-		38,142	-			1,443		-		(8)		-		39,577		-
AN1 - Lvl 4 (b)		-			-		4,811	-			1,063		-		-		-		5,874		-
AN1 - Lvl 5 (b)		-			-		2,006	-			7,598		-		(174)		-		9,430		-
AN1 - Lvl 6 (b)		-			-		6,012	-			4,083		-		(113)		-		9,982		-
AN2 - Lvl 3 (b)		-			-		9,055	-			457		-		-		-		9,512		-
AN2 - Lvl 4 (b)		-			-		5,814	-			1,065		-		-		-		6,879		-
AN2 - Lvl 5 (b)		-			-		10,085	-			4,265		-		-		-		14,350		-
AN2 - Lvl 6 (b)		-			-		6,845	-			-		-		-		-		6,845		-
AN3 - Lvl 3 (b)		-			-		54,706	-			286		-		(8)		-		54,984		-
AN3 - Lvl 4 (b)		-			-		50,131	-			6,016		-		(7)		-		56,140		-
AN3 - Lvl 5 (b)		-			-		15,809	-			23,308		-		(440)		-		38,677		-
AN3 - Lvl 6 (b)		-			-		51,445	-			7,518		-		(174)		-		58,789		-
AN4 - Lvl 3 (b)		-			-		25	-			29		-		-		-		54		-

(a) For the period November 06, 2000 (commencement of operations) through December 31, 2000.

(b) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

							Units Transferred Between
	Units Outstanding						Sub-Accounts and Fixed			Units Withdrawn,			Units Outstanding
	Beginning of Year				Units Purchased		Accumulation Account			Surrendered, and Annuitized			End of Year
	Year Ended		Year Ended		Year Ended	Year Ended	Year Ended		Year Ended	Year Ended		Year Ended	Year Ended	Year Ended
	December 31,		December 31,		December 31,	December 31,	December 31,		December 31,	December 31,		December 31,	December 31,	December 31,
	2001			2000	2001	2000	2001		2000	2001		2000	2001	2000
Futurity Select Four Contracts - continued:
AN4 - Lvl 4 (b)		-		-	30	-	271		-		-	-	301	-
AN4 - Lvl 5 (b)		-		-	363	-	1,015		-		-	-	1,378	-
AN4 - Lvl 6 (b)		-		-	1,035	-	-		-		-	-	1,035	-
AN5 - Lvl 3 (b)		-		-	173	-	19		-		-	-	192	-
AN5 - Lvl 5 (b)		-		-	683	-	(4	)	-		-	-	679	-
FL1 - Lvl 3 (b) .		-		-	2,966	-	94		-		-	-	3,060	-
FL1 - Lvl 4 (b) .		-		-	1,448	-	666		-		(205)	-	1,909	-
FL1 - Lvl 5 (b) .		-		-	13,010	-	6,037		-		-	-	19,047	-
FL1 - Lvl 6 (b) .		-		-	2,640	-	4,820		-		(9)	-	7,451	-
FL2 - Lvl 3 (b) .		-		-	9,139	-	20,959		-		(128)	-	29,970	-
FL2 - Lvl 4 (b) .		-		-	9,217	-	31,279		-		(10)	-	40,486	-
FL2 - Lvl 5 (b) .		-		-	6,372	-	70,364		-		(171)	-	76,565	-
FL2 - Lvl 6 (b) .		-		-	4,862	-	55,420		-		(110)	-	60,172	-
FL3 - Lvl 3 (b) .		-		-	2,481	-	35,245		-		(88)	-	37,638	-
FL3 - Lvl 4 (b) .		-		-	7,593	-	35,663		-		(52)	-	43,204	-
FL3 - Lvl 5 (b) .		-		-	4,605	-	77,422		-		(21)	-	82,006	-
FL3 - Lvl 6 (b) .		-		-	15,715	-	55,291		-		(95)	-	70,911	-
GS1 - Lvl 3 (a)		-		-	8,501	-	3,515		-		-	-	12,016	-
GS1 - Lvl 4 (a)		-		-	6,495	-	2,107		-		(1)	-	8,601	-
GS1 - Lvl 5 (a)		-		-	34,227	-	6,196		-		(19)	-	40,404	-
GS1 - Lvl 6 (a)		-		-	28,488	-	3,681		-		-	-	32,169	-
GS2 - Lvl 3 (a)		-		-	1,954	-	442		-		-	-	2,396	-
GS2 - Lvl 4 (a)		-		-	2,096	-	887		-		-	-	2,983	-
GS2 - Lvl 5 (a)		-		-	1,320	-	3,431		-		-	-	4,751	-
GS2 - Lvl 6 (a)		-		-	4,954	-	-		-		-	-	4,954	-
GS3 - Lvl 3 (a)		-		-	23,500	-	5,423		-		(56)	-	28,867	-
GS3 - Lvl 4 (a)		621		-	23,372	610	(7,491	)	15		(92)	(4)	16,410	621
GS3 - Lvl 5 (a)		-		-	18,616	-	14,064		-		(78)	-	32,602	-
GS3 - Lvl 6 (a)		-		-	1,756	-	2,556		-		(138)	-	4,174	-
GS4 - Lvl 3 (a)		-		-	-	-	413		-		-	-	413	-
GS4 - Lvl 4 (a)		-		-	4,964	-	(111	)	-		-	-	4,853	-
GS4 - Lvl 5 (a)		-		-	3,527	-	(1,010	)	-		-	-	2,517	-
GS5 - Lvl 3 (a)		-		-	740	-	(151	)	-		-	-	589	-
GS5 - Lvl 4 (a)		-		-	4,920	-	4,639		-		(173)	-	9,386	-
GS5 - Lvl 5 (a)		-		-	16,365	-	373		-		-	-	16,738	-
GS5 - Lvl 6 (a)		-		-	8,492	-	-		-		-	-	8,492	-
GS6 - Lvl 3 (b)		-		-	-	-	1,105		-		-	-	1,105	-
GS6 - Lvl 5 (b)		-		-	5,766	-	7		-		-	-	5,773	-
GS7 - Lvl 3 (b)		-		-	2,256	-	92		-		-	-	2,348	-
GS7 - Lvl 4 (b)		-		-	4,445	-	160		-		-	-	4,605	-
GS7 - Lvl 5 (b)		-		-	1,188	-	5,986		-		-	-	7,174	-
GS7 - Lvl 6 (b)		-		-	7,126	-	(6,015	)	-		-	-	1,111	-
IV1 - Lvl 3 (b) .		-		-	126	-	408		-		-	-	534	-
IV1 - Lvl 4 (b) .		-		-	-	-	723		-		-	-	723	-
IV1 - Lvl 5 (b) .		-		-	863	-	215		-		-	-	1,078	-
IV1 - Lvl 6 (b) .		-		-	1,383	-	130		-		-	-	1,513	-

(a) For the period November 06, 2000 (commencement of operations) through December 31, 2000.

(b) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

											Units Transferred Between
	Units Outstanding										Sub-Accounts and Fixed						Units Withdrawn,				Units Outstanding
	Beginning of Year						Units Purchased				Accumulation Account						Surrendered, and Annuitized				End of Year
	Year Ended		Year Ended				Year Ended		Year Ended		Year Ended			Year Ended			Year Ended		Year Ended		Year Ended		Year Ended
	December 31,		December 31,				December 31,		December 31,		December 31,			December 31,			December 31,		December 31,		December 31,		December 31,
	2001				2000		2001		2000		2001			2000			2001		2000		2001		2000
Futurity Select Four Contracts - continued:
IV2 - Lvl 3 (b)		-		-		574		-		-			-			-		-		574		-
IV2 - Lvl 4 (b) .		-		-		473		-		449			-			-		-		922		-
IV2 - Lvl 6 (b) .		-		-		225		-		306			-			-		-		531		-
JP1 - Lvl 3 (a) .		-		-		567		-		666			-			-		-		1,233		-
JP1 - Lvl 4 (a) .		619		-		6,928		606		1,049			17			(57)		(4)		8,539		619
JP1 - Lvl 5 (a) .		-		-		2,285		-		-			-			-		-		2,285		-
JP2 - Lvl 3 (a) .		-		-		2,926		-		-			-			-		-		2,926		-
JP2 - Lvl 4 (a) .		-		-		1,070		-		4,101			-			-		-		5,171		-
JP2 - Lvl 5 (a) .		-		-		5,740		-		5,778			-			(75)		-		11,443		-
JP2 - Lvl 6 (a) .		-		-		3,615		-		46			-			-		-		3,661		-
JP3 - Lvl 3 (a) .		-		-		729		-		1,290			-			-		-		2,019		-
JP3 - Lvl 4 (a) .		-		-		164		-		378			-			(16)		-		526		-
JP3 - Lvl 5 (a) .		-		-		15,279		-		3,271			-			(80)		-		18,470		-
JP3 - Lvl 6 (a) .		-		-		7,915		-		-			-			-		-		7,915		-
LA1 - Lvl 2 (a)		-		-		52,520		-		(3,401		)	-			(1,122)		-		47,997		-
LA1 - Lvl 3 (a)		1,199		-		103,505		1,199		45,985			-			(2,149)		-		148,540		1,199
LA1 - Lvl 4 (a)		1,125		-		91,784		1,125		54,530			-			(380)		-		147,059		1,125
LA1 - Lvl 5 (a)		577		-		167,812		577		96,229			-			(1,657)		-		262,961		577
LA1 - Lvl 6 (a)		-		-		122,687		-		74,358			-			(1,923)		-		195,122		-
LA2 - Lvl 3 (b)		-		-		24,055		-		18,973			-			(335)		-		42,693		-
LA2 - Lvl 4 (b)		-		-		29,133		-		18,809			-			(19)		-		47,923		-
LA2 - Lvl 5 (b)		-		-		22,587		-		31,515			-			(164)		-		53,938		-
LA2 - Lvl 6 (b)		-		-		53,781		-		17,185			-			(57)		-		70,909		-
LA3 - Lvl 3 (b)		-		-		1,631		-		406			-			-		-		2,037		-
LA3 - Lvl 4 (b)		-		-		-		-		339			-			(1)		-		338		-
LA3 - Lvl 5 (b)		-		-		1,534		-		-			-			-		-		1,534		-
LA3 - Lvl 6 (b)		-		-		2,410		-		-			-			-		-		2,410		-
CAS - Lvl 3 (a)		-		-		6,212		-		-			-			(91)		-		6,121		-
CAS - Lvl 4 (a)		298		-		15,927		718		2,170			(420		)	(2)		-		18,393		298
CAS - Lvl 5 (a)		3,830		-		28,466		3,830		(8,417		)	-			(306)		-		23,573		3,830
CAS - Lvl 6 (a)		-		-		1,347		-		-			-			-		-		1,347		-
EGS - Lvl 3 (a)		2,202		-		34,245		2,200		(6,019		)	2			(7,519)		-		22,909		2,202
EGS - Lvl 4 (a)		1,517		-		27,944		1,716		(143		)	(191		)	(5,797)		(8)		23,521		1,517
EGS - Lvl 5 (a)		1,663		-		74,520		1,663		(9,995		)	-			(453)		-		65,735		1,663
EGS - Lvl 6 (a)		-		-		21,223		-		(1,195		)	-			(3,696)		-		16,332		-
GSS - Lvl 3 (a)		19		-		70,209		20		(619		)	(1		)	(1,933)		-		67,676		19
GSS - Lvl 4 (a)		-		-		6,194		-		4,216			-			(17)		-		10,393		-
GSS - Lvl 5 (a)		-		-		35,251		-		11,692			-			(308)		-		46,635		-
GSS - Lvl 6 (a)		-		-		39,645		-		5,549			-			(251)		-		44,943		-
HYS - Lvl 2 (a)		-		-		4,909		-		-			-			-		-		4,909		-
HYS - Lvl 3 (a)		30		-		44,795		20		11,526			10			(1,166)		-		55,185		30
HYS - Lvl 4 (a)		-		-		12,071		-		10,055			-			(69)		-		22,057		-
HYS - Lvl 5 (a)		-		-		58,744		-		21,893			-			(1,683)		-		78,954		-
HYS - Lvl 6 (a)		-		-		46,829		-		5,146			-			(2,383)		-		49,592		-

(a) For the period November 06, 2000 (commencement of operations) through December 31, 2000.

(b) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

							Units Transferred Between
	Units Outstanding						Sub-Accounts and Fixed				Units Withdrawn,		Units Outstanding
	Beginning of Year				Units Purchased		Accumulation Account				Surrendered, and Annuitized		End of Year
	Year Ended		Year Ended		Year Ended	Year Ended	Year Ended		Year Ended		Year Ended	Year Ended	Year Ended	Year Ended
	December 31,		December 31,		December 31,	December 31,	December 31,		December 31,		December 31,	December 31,	December 31,	December 31,
	2001			2000	2001	2000	2001		2000		2001	2000	2001	2000
Futurity Select Four Contracts - continued:
M1A - Lvl 3 (c)		-		-	3,179	-	79			-	(4)	-	3,254		-
M1A - Lvl 4 (c)		-		-	15,652	-	(752	)		-	(56)	-	14,844		-
M1A - Lvl 5 (c)		-		-	8,489	-	3,809			-	(1)	-	12,297		-
M1A - Lvl 6 (c)		-		-	27,218	-	(8,140	)		-	(126)	-	18,952		-
M1B - Lvl 3 (c)		-		-	20,756	-	850			-	-	-	21,606		-
M1B - Lvl 4 (c)		-		-	26,455	-	(67	)		-	(74)	-	26,314		-
M1B - Lvl 5 (c)		-		-	9,230	-	6,379			-	-	-	15,609		-
M1B - Lvl 6 (c)		-		-	18,442	-	(4,929	)		-	(96)	-	13,417		-
MFC - Lvl 3 (c)		-		-	7,665	-	32,689			-	-	-	40,354		-
MFC - Lvl 4 (c)		-		-	23,092	-	(349	)		-	-	-	22,743		-
MFC - Lvl 5 (c)		-		-	4,219	-	4,360			-	(1)	-	8,578		-
MFC - Lvl 6 (c)		-		-	22,161	-	731			-	(233)	-	22,659		-
MFD - Lvl 3 (c)		-		-	538	-	-			-	-	-	538		-
MFD - Lvl 4 (c)		-		-	2,120	-	-			-	-	-	2,120		-
MFD - Lvl 6 (c)		-		-	6,196	-	553			-	(30)	-	6,719		-
MFE - Lvl 3 (c)		-		-	23,758	-	(3,151	)		-	-	-	20,607		-
MFE - Lvl 4 (c)		-		-	6,113	-	214			-	(23)	-	6,304		-
MFE - Lvl 5 (c)		-		-	7,558	-	52			-	-	-	7,610		-
MFE - Lvl 6 (c)		-		-	6,971	-	2,588			-	(28)	-	9,531		-
MFF - Lvl 3 (c)		-		-	2,114	-	(692	)		-	-	-	1,422		-
MFF - Lvl 4 (c)		-		-	377	-	-			-	-	-	377		-
MFF - Lvl 5 (c)		-		-	-	-	639			-	-	-	639		-
MFF - Lvl 6 (c)		-		-	8,487	-	(5,411	)		-	(9)	-	3,067		-
MFJ - Lvl 3 (c)		-		-	44,839	-	(1,516	)		-	(30)	-	43,293		-
MFJ - Lvl 4 (c)		-		-	22,361	-	800			-	(29)	-	23,132		-
MFJ - Lvl 5 (c)		-		-	18,503	-	127			-	(106)	-	18,524		-
MFJ - Lvl 6 (c)		-		-	40,564	-	4,725			-	(27)	-	45,262		-
MFK - Lvl 3 (c)		-		-	35,142	-	(4,043	)		-	(8)	-	31,091		-
MFK - Lvl 4 (c)		-		-	26,596	-	146			-	(1)	-	26,741		-
MFK - Lvl 5 (c)		-		-	15,928	-	(2,536	)		-	(2)	-	13,390		-
MFK - Lvl 6 (c)		-		-	64,558	-	(10,432	)		-	(819)	-	53,307		-
MFL - Lvl 3 (c)		-		-	16,145	-	473			-	-	-	16,618		-
MFL - Lvl 4 (c)		-		-	10,813	-	807			-	(74)	-	11,546		-
MFL - Lvl 5 (c)		-		-	4,999	-	999			-	-	-	5,998		-
MFL - Lvl 6 (c)		-		-	15,347	-	427			-	(63)	-	15,711		-
MIS - Lvl 2 (a)		-		-	41,191	-	4,834			-	(1,152)	-	44,873		-
MIS - Lvl 3 (a)		2,859		-	84,802	2,859	13,508			-	(29,750)	-	71,419		2,859
MIS - Lvl 4 (a)		292		-	59,402	700	9,465			(408)	(645)	-	68,514		292
MIS - Lvl 5 (a)		4,219		-	203,811	1,634	57,204			2,585	(1,065)	-	264,169		4,219
MIS - Lvl 6 (a)		-		-	38,559	-	1,851			-	-	-	40,410		-
MIT - Lvl 3 (a) .		2,638		-	57,422	2,638	9,853			-	(17,304)	-	52,609		2,638
MIT - Lvl 4 (a) .		1,239		-	42,392	1,239	1,905			-	(4,720)	-	40,816		1,239
MIT - Lvl 5 (a) .		-		-	91,547	-	21,166			-	(1,524)	-	111,189		-
MIT - Lvl 6 (a) .		-		-	43,258	-	(6,190	)		-	-	-	37,068		-
NWD - Lvl 2 (a)		-		-	27,897	-	(464	)		-	(615)	-	26,818		-

(a) For the period November 06, 2000 (commencement of operations) through December 31, 2000.

(c) For the period August 27, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

		Units Outstanding Beginning of Year				Units Purchased			Units Transferred Between Sub-Accounts and Fixed Accumulation Account				Units Withdrawn, Surrendered, and Annuitized			Units Outstanding End of Year
	Year Ended December 31, 2001		Year Ended December 31, 2000		Year Ended December 31, 2001		Year Ended December 31, 2000	Year Ended December 31, 2001		Year Ended December 31, 2000			Year Ended December 31, 2001	Year Ended December 31, 2000	Year Ended December 31, 2001			Year Ended December 31, 2000
Futurity Select Four Contracts - continued:
NWD - Lvl 3 (a)		17		-		31,018	15		303		2	(810)		-		30,528	17
NWD - Lvl 4 (a)		387		-		27,994	1,068		1,679		(681)	(329)		-		29,731	387
NWD - Lvl 5 (a)		2,903		-		87,817	1,558		2,480		1,345	(866)		-		92,334	2,903
NWD - Lvl 6 (a)		-		-		16,443	-		(5,325)		-	(1,984)		-		9,134	-
TRS - Lvl 3 (a)		1,238		-		30,917	1,238		24,694		-	(2,058)		-		54,791	1,238
TRS - Lvl 4 (a)		1,162		-		11,729	1,162		8,244		-	(162)		-		20,973	1,162
TRS - Lvl 5 (a)		1,327		-		84,233	1,327		11,657		-	(1,740)		-		95,477	1,327
TRS - Lvl 6 (a)		-		-		55,713	-		22,067		-	(461)		-		77,319	-
UTS - Lvl 3 (a)		5		-		6,812	5		3,949		-	(1,889)		-		8,877	5
UTS - Lvl 4 (a)		1,226		-		17,678	1,226		7,289		-	(210)		-		25,983	1,226
UTS - Lvl 5 (a)		-		-		27,988	-		12,147		-	(1,200)		-		38,935	-
UTS - Lvl 6 (a)		-		-		11,894	-		271		-	(445)		-		11,720	-
RX1 - Lvl 3 (b)		-		-		396	-		-		-	-		-		396	-
RX1 - Lvl 6 (b)		-		-		315	-		-		-	-		-		315	-
RX2 - Lvl 3 (b)		-		-		108	-		-		-	-		-		108	-
RX2 - Lvl 4 (b)		-		-		-	-		713		-	-		-		713	-
RX2 - Lvl 5 (b)		-		-		87	-		(7)		-	-		-		80	-
RX2 - Lvl 6 (b)		-		-		-	-		69		-	-		-		69	-
SC1 - Lvl 2 (a)		-		-		35,285	-		(14,574)		-	-		-		20,711	-
SC1 - Lvl 3 (a)		5		-		115,466	15		(33,959)		(10)	(468)		-		81,044	5
SC1 - Lvl 4 (a)		3,906		-		43,947	-		(11,761)		3,906	(10,167)		-		25,925	3,906
SC1 - Lvl 5 (a)		-		-		135,862	-		(16,023)		-	(1,295)		-		118,544	-
SC1 - Lvl 6 (a)		-		-		27,126	-		49,325		-	(239)		-		76,212	-
SC2 - Lvl 2 (a)		-		-		14,139	-		13,665		-	-		-		27,804	-
SC2 - Lvl 3 (a)		47		-		63,624	55		19,019		(8)	(623)		-		82,067	47
SC2 - Lvl 4 (a)		-		-		44,105	-		28,841		-	(147)		-		72,799	-
SC2 - Lvl 5 (a)		-		-		67,199	-		54,867		-	(1,215)		-		120,851	-
SC2 - Lvl 6 (a)		-		-		81,902	-		20,480		-	(3,645)		-		98,737	-
SC3 - Lvl 2 (a)		-		-		4,636	-		-		-	-		-		4,636	-
SC3 - Lvl 3 (a)		18		-		9,952	20		483		(2)	(68)		-		10,385	18
SC3 - Lvl 4 (a)		-		-		10,652	-		3,130		-	(30)		-		13,752	-
SC3 - Lvl 5 (a)		557		-		18,450	557		3,375		-	(171)		-		22,211	557
SC3 - Lvl 6 (a)		-		-		23,802	-		(4,816)		-	(1,332)		-		17,654	-
SC4 - Lvl 3 (a)		46		-		22,397	45		(13,784)		1	(109)		-		8,550	46
SC4 - Lvl 4 (a)		-		-		21,032	-		(7,383)		-	(84)		-		13,565	-
SC4 - Lvl 5 (a)		-		-		37,967	-		(20,841)		-	(312)		-		16,814	-
SC4 - Lvl 6 (a)		-		-		50,203	-		(37,582)		-	(4,722)		-		7,899	-
SC5 - Lvl 2 (a)		-		-		6,661	-		-		-	-		-		6,661	-
SC5 - Lvl 3 (a)		37		-		40,536	30		7,203		7	(5,313)		-		42,463	37
SC5 - Lvl 4 (a)		380		-		47,168	1,055		5,652		(675)	(5,283)		-		47,917	380
SC5 - Lvl 5 (a)		2,580		-		100,669	-		11,159		2,580	(797)		-		113,611	2,580
SC5 - Lvl 6 (a)		-		-		73,579	-		(12,067)		-	(3,753)		-		57,759	-
SC6 - Lvl 3 (a)		-		-		5,775	-		1,296		-	-		-		7,071	-
SC6 - Lvl 4 (a)		-		-		143	-		1,029		-	-		-		1,172	-
SC6 - Lvl 5 (a)		-		-		1,660	-		751		-	(177)		-		2,234	-
SC6 - Lvl 6 (a)		-		-		7,385	-		714		-	-		-		8,099	-

(a) For the period November 06, 2000 (commencement of operations) through December 31,2000.

(b) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Unit Activity from Participant Transactions - continued

	Units Outstanding Beginning of Year				Units Purchased			Units Transferred Between Sub-Accounts and Fixed Accumulation Account					Units Withdrawn, Surrendered, and Annuitized						Units Outstanding End of Year
	Year Ended December 31, 2001		Year Ended December 31, 2000	Year Ended December 31, 2001		Year Ended December 31, 2000	Year Ended December 31, 2001			Year Ended December 31, 2000		Year Ended December 31, 2001				Year Ended December 31, 2000		Year Ended December 31, 2001		Year Ended December 31, 2000
Futurity Select Four Contracts - continued:
SC7 - Lvl 2 (a)		-	-		10,499	-		-		-				-			-		10,499		-
SC7 - Lvl 3 (a)		50	-		77,957	50		(1,799	)	-				(19,468	)		-		56,740		50
SC7 - Lvl 4 (a)		-	-		73,223	-		(13,249	)	-				(4,663	)		-		55,311		-
SC7 - Lvl 5 (a)		-	-		104,990	-		21,232		-				(1,020	)		-		125,202		-
SC7 - Lvl 6 (a)		-	-		78,824	-		(15,810	)	-				(4,982	)		-		58,032		-
SC8 - Lvl 3 (a)		1,915	-		3,491	1,915		1,222		-				-			-		6,628		1,915
SC8 - Lvl 4 (a)		-	-		2,851	-		2,392		-				(160	)		-		5,083		-
SC8 - Lvl 5 (a)		-	-		24,561	-		(4,049	)	-				(441	)		-		20,071		-
SC8 - Lvl 6 (a)		-	-		1,821	-		254		-				-			-		2,075		-
SC9 - Lvl 3 (a)		-	-		2,397	-		1,276		-				-			-		3,673		-
SC9 - Lvl 4 (a)		-	-		6,144	-		1,805		-				-			-		7,949		-
SC9 - Lvl 5 (a)		585	-		27,665	585		(48	)	-				(384	)		-		27,818		585
SC9 - Lvl 6 (a)		-	-		6,157	-		3,500		-				(29	)		-		9,628		-
SCA - Lvl 2 (a)		-	-		19,603	-		(1,936	)	-				(376	)		-		17,291		-
SCA - Lvl 3 (a)		30	-		36,082	30		(13,978	)	-				(69	)		-		22,065		30
SCA - Lvl 4 (a)		-	-		33,535	-		(17,120	)	-				(154	)		-		16,261		-
SCA - Lvl 5 (a)		918	-		58,057	918		1,516		-				(194	)		-		60,297		918
SCA - Lvl 6 (a)		-	-		25,625	-		(13,976	)	-				(3,458	)		-		8,191		-
SCB - Lvl 3 (a)		14	-		9,089	15		5,422		(1	)			(50	)		-		14,475		14
SCB - Lvl 4 (a)		-	-		12,066	-		6,756		-				(150	)		-		18,672		-
SCB - Lvl 5 (a)		574	-		15,375	574		11,099		-				(31	)		-		27,017		574
SCB - Lvl 6 (a)		-	-		20,745	-		4,160		-				(1,517	)		-		23,388		-
SCC - Lvl 4 (a)		-	-		3,041	-		182		-				-			-		3,223		-
SCC - Lvl 5 (a)		874	-		6,083	874		3,682		-				(1	)		-		10,638		874
SCC - Lvl 6 (a)		-	-		367	-		-		-				-			-		367		-
SCD - Lvl 3 (b)		-	-		5,433	-		1,900		-				-			-		7,333		-
SCD - Lvl 4 (b)		-	-		115	-		431		-				-			-		546		-
SCD - Lvl 5 (b)		-	-		2,300	-		9		-				-			-		2,309		-
SCD - Lvl 6 (b)		-	-		923	-		151		-				-			-		1,074		-
SCE - Lvl 3 (b)		-	-		184	-		2,750		-				-			-		2,934		-
SCE - Lvl 4 (b)		-	-		1,469	-		480		-				-			-		1,949		-
SCE - Lvl 5 (b)		-	-		2,057	-		-		-				-			-		2,057		-
SCE - Lvl 6 (b)		-	-		776	-		-		-				-			-		776		-
SCF - Lvl 3 (b)		-	-		18,535	-		1,413		-				-			-		19,948		-
SCF - Lvl 4 (b)		-	-		894	-		1,332		-				-			-		2,226		-
SCF - Lvl 5 (b)		-	-		3,449	-		143		-				-			-		3,592		-
SCF - Lvl 6 (b)		-	-		1,328	-		907		-				-			-		2,235		-
SCG - Lvl 3 (b)		-	-		15,087	-		-		-				-			-		15,087		-
SCG - Lvl 5 (b)		-	-		292	-		(28	)	-				-			-		264		-
SCG - Lvl 6 (b)		-	-		576	-		706		-				-			-		1,282		-
SCH - Lvl 3 (b)		-	-		14,165	-		159		-				-			-		14,324		-
SCH - Lvl 4 (b)		-	-		2,884	-		2		-				-			-		2,886		-
SCH - Lvl 5 (b)		-	-		7,478	-		1,812		-				(135	)		-		9,155		-
SCH - Lvl 6 (b)		-	-		1,513	-		1,179		-				(8	)		-		2,684		-
SCI - Lvl 3 (b)		-	-		2,729	-		468		-				(11	)		-		3,186		-
SCI - Lvl 4 (b)		-	-		9,150	-		14		-				-			-		9,164		-
SCI - Lvl 5 (b)		-	-		2,812	-		3,454		-				-			-		6,266		-
SCI - Lvl 6 (b)		-	-		578	-		760		-				-			-		1,338		-

(a) For the period November 06, 2000 (commencement of operations) through December 31,2000.

(b) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(6) Investment Purchases and Sales

The following table shows the aggregate cost of shares purchased and proceeds from the sales of shares for each Sub-account for the year ended December 31, 2001:

	Purchases	Sales
AIM Variable Insurance Fund, Inc.
V.I. Capital Appreciation Fund	$ 25,604,964	$ 9,660,670
V.I. Growth Fund	17,009,806	16,759,523
V.I. Growth and Income Fund	22,442,651	14,566,058
V.I. International Equity Fund	38,123,165	23,203,867
V.I. Value Fund	3,828,895	168,255
The Alger American Fund
Growth Portfolio	48,970,768	22,239,097
Income and Growth Portfolio	32,152,059	12,098,289
Small Capitalization Portfolio	9,015,328	7,319,364
Alliance Variable Products Series Fund, Inc.
VP Premier Growth Fund	5,491,518	306,448
VP Technology Fund	1,314,784	49,067
VP Growth and Income Fund	16,038,033	593,982
VP Worldwide Privatization Fund	323,353	7,875
VP Quasar Fund	2,337,334	137,161
Credit Suisse Institutional
Emerging Markets Portfolio	207,011	821,311
International Equity Portfolio	89,420	414,523
Global Post-Venture Capital Portfolio	384,159	452,136
Small Company Growth Portfolio	3,365,895	3,140,607
Fidelity Variable Insurance Products Funds
VIP Contra Fund	2,953,290	151,864
VIP Overseas Fund	24,410,593	400,155
VIP Growth Fund	32,909,879	256,753
Goldman Sachs Variable Insurance Trust
VIT COREsm Large Cap Growth Fund	8,282,925	6,050,548
VIT COREsm Small Cap Equity Fund	3,286,486	1,835,523
VIT COREsm US Equity Fund	7,205,689	5,628,724
Growth and Income Fund	2,568,286	1,854,626
International Equity Fund	5,440,416	2,671,087
Internet Tollkeeper Fund	333,628	1,736
Capital Growth Fund	829,180	23,741
INVESCO Variable Investment Funds, Inc.
VIF Dynamics Fund	2,488,580	752,022
VIF Small Company Growth Fund	971,119	63,106
J.P. Morgan Series Trust II
U.S. Disciplined Equity Portfolio	5,448,068	5,216,074
International Opportunities Portfolio	4,272,786	3,524,614
Small Company Portfolio	3,023,350	1,943,456
Lord Abbett Series Fund, Inc.
Growth and Income Portfolio	99,236,389	12,314,991
Mid Cap Value	24,328,311	1,311,623
International Portfolio	337,616	1,483
MFS/Sun Life Series Trust
Capital Appreciation Series	21,002,799	10,102,294
Emerging Growth Series	44,954,515	28,087,008

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(6) Investment Purchases and Sales - continued

	Purchases	Sales
MFS/Sun Life Series Trust - continued
Government Securities Series	$ 45,256,779	$ 16,897,316
High Yield Series	28,778,052	10,763,464
New Discovery S Class	2,624,859	474,806
Massachusetts Investors Growth Stock S Class	3,383,907	83,611
High Yield S Class	3,929,299	274,049
Capital Appreciation S Class	724,126	17,303
Utilities S Class	2,630,585	116,549
Emerging Growth S Class	1,364,319	471,679
Total Return S Class	8,478,719	33,475
Government Securities S Class	7,751,410	1,366,177
Massachusetts Investors Trust S Class	2,651,926	44,959
Massachusetts Investors Growth Stock Series	38,204,810	10,699,942
Massachusetts Investors Trust Series	26,129,484	7,685,583
Money Market Series	10,517,081	9,704,762
New Discovery Series	28,578,495	17,567,256
Total Return Series	43,044,943	8,517,190
Utilities Series	30,726,181	12,808,058
OCC Accumulation Trust
Equity Portfolio	4,504,804	16,599,302
Mid Cap Portfolio	4,210,558	5,279,665
Small Cap Portfolio	4,745,036	7,410,162
Managed Portfolio	774,282	955,512
Rydex Variable Trust
VT Nova Fund	200,296	650
VT OTC Fund	1,771,187	71,147
Salomon Brothers Variable Series Funds, Inc.
Capital Fund	605,021	202,761
Investors Fund	376,274	382,861
Strategic Bond Fund	1,120,035	2,421,868
Total Return Fund	375,936	891,869
Sun Capital Advisers Trust
Money Market Fund	143,462,488	66,374,695
Investment Grade Bond Fund	62,271,448	11,720,819
Real Estate Fund	17,020,822	10,341,754
Select Equity Fund	22,850,822	23,263,591
Blue Chip Mid Cap Fund	39,314,394	19,899,114
Investors Foundation Fund	3,326,988	2,077,923
Davis Venture Value Fund	50,038,874	25,589,835
Davis Financial Fund	7,242,856	1,396,508
Value Equity Fund	5,696,171	1,095,686
Value Mid Cap Fund	25,171,952	19,399,634
Value Small Cap Fund	18,109,205	3,322,305
Value Managed Fund	3,280,182	806,224
INVESCO Technology Fund	2,737,541	658,421
INVESCO Telecommunications Fund	504,647	41,043
INVESCO Health Sciences Fund	4,584,796	243,707
INVESCO Energy Fund	1,857,784	793,583
Neuberger Berman Mid Cap Value Fund	1,521,783	58,404
Neuberger Berman Mid Cap Growth Fund	2,709,054	129,900

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(7) Financial Highlights

The summary of unit values and units outstanding for variable annuity contracts and the expense ratios, excluding expenses of the underlying funds, the investment income ratio and total return for the year ended December 31, 2001, follows.

	At December 31,			For year ended December 31,
		Unit Fair Value lowest		Investment	Expense Ratio		Total Return lowest
	Units	to highest	Net Assets	Income Ratio*	lowest to highest**		to highest***
AIM V.I. Capital Appreciation Fund
December 31, 2001	5,563,655	$6.1966 to $11.5712	$44,487,725	-%	1.15% to 1.85	%	(24.71)% to (24.16)%
AIM V.I. Growth Fund
December 31, 2001	5,978,099	5.1794 to 9.7277	37,503,852	0.20	1.00 to 1.85		(35.12) to (34.55)
AIM V.I. Growth and Income Fund
December 31, 2001	7,175,804	6.3069 to 10.476	55,463,593	0.05	1.00 to 1.85		(24.27) to (23.61)
AIM V.I. International Equity Fund
December 31, 2001	7,454,026	6.5504 to 10.2443	54,183,196	0.35	1.00 to 1.85		(24.96) to (24.30)
AIM V.I. Value Fund
December 31, 2001(a)	407,446	7.9492 to 8.9475	3,603,548	0.29	1.15 to 1.85		(11.78) to (11.35)
Alger American Growth Portfolio
December 31, 2001	10,169,607	7.0163 to 12.8134	87,365,194	0.24	1.00 to 1.85		(13.46) to (12.70)
Alger American Income and Growth
Portfolio
December 31, 2001	5,785,259	7.8053 to 14.287	59,309,865	0.38	1.00 to 1.85		(15.92) to (15.18)
Alger American Small Capitalization
Portfolio
December 31, 2001	1,962,751	5.2129 to 8.8215	12,963,425	0.06	1.15 to 1.85		(30.83) to (30.32)
Alliance Premier Growth Fund
December 31, 2001(a)	601,780	7.653 to 8.7181	5,144,499	-	1.15 to 1.85		(14.74) to (14.33)
Alliance Technology Fund
December 31, 2001(a)	157,358	6.9178 to 8.2622	1,269,256	-	1.15 to 1.85		(19.53) to (19.15)
Alliance Growth and Income Fund
December 31, 2001(a)	1,689,129	8.4391 to 9.3829	15,672,268	0.05	1.15 to 1.85		(7.70) to (7.26)
Alliance Worldwide Privatization Fund
December 31, 2001(a)	37,676	6.7392 to 9.2621	321,781	0.01	1.15 to 1.85		(14.82) to (14.41)
Alliance Quasar Fund
December 31, 2001(a)	207,369	7.363 to 9.3784	1,950,541	-	1.15 to 1.85		(6.25) to (5.80)
Credit Suisse Emerging Markets Portfolio
December 31, 2001	124,190	8.3385 to 11.8873	1,308,132	-	1.15 to 1.85		(10.92) to (10.68)
Credit Suisse International Equity Portfolio
December 31, 2001	104,918	8.3953 to 9.596	883,610	-	1.15 to 1.85		(29.64) to (29.45)
Credit Suisse Global Post-Venture Capital
Portfolio
December 31, 2001	58,715	9.3337 to 11.3746	576,848	-	1.15 to 1.40		(23.27) to (23.16)
(a) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(7) Financial Highlights - continued

	At December 31,			For year ended December 31,
	Units	Unit Fair Value lowest to highest	Net Assets	Investment Income Ratio*	Expense Ratio lowest to highest**	Total Return lowest to highest***
Credit Suisse Small Company Growth
Portfolio
December 31, 2001	252,504	$9.7884 to $12.2702	$ 2,952,097	-	1.15% to 1.85%	(17.19)% to (16.97	)%
Fidelity Contra Fund
December 31, 2001(a)	301,559	8.2113 to 9.5741	2,851,982	-	1.15 to 1,85	(5.68) to (5.23	)
Fidelity Overseas Fund
December 31, 2001(a)	2,991,637	7.4421 to 8.5233	24,051,764	-	1.15 to 1.85	(19.82) to (19.44	)
Fidelity Growth Fund
December 31, 2001(a)	3,773,079	7.7787 to 8.8778	32,730,723	-	1.15 to 1.85	(13.49) to (13.08	)
Goldman Sachs VIT sm CORE Large Cap
Growth Fund
December 31, 2001	2,906,746	5.599 to 9.3984	21,570,379	0.03	1.15 to 1.85	(22.24) to (21.67	)
Goldman Sachs VIT sm CORE Small Cap
Equity Fund
December 31, 2001	668,766	9.0737 to 12.4635	7,691,027	0.31	1.15 to 1.85	2.58 to 3.33
Goldman Sachs VIT sm CORE U.S. Equity
Fund
December 31, 2001	2,154,860	7.7804 to 11.1917	20,333,064	0.44	1.15 to 1.85	(13.58) to (12.95	)
Goldman Sachs Growth and Income Fund
December 31, 2001	887,554	8.2218 to 9.6366	7,760,248	0.45	1.15 to 1.85	(11.03) to (10.37	)
Goldman Sachs International Equity Fund
December 31, 2001	1,311,340	7.2538 to 9.9775	10,458,720	1.45	1.15 to 1.85	(23.71) to (23.15	)
Goldman Sachs Internet Tollkeeper Fund
December 31, 2001(a)	46,526	6.545 to 7.6518	335,126	-	1.15 to 1.85	(28.17) to (27.82	)
Goldman Sachs Capital Growth Fund
December 31, 2001(a)	90,647	8.5073 to 9.0546	798,856	0.23	1.15 to 1.85	(12.08) to (11.69	)
INVESCO Dynamics Fund
December 31, 2001(a)	170,065	7.2534 to 8.3429	1,371,474	-	1.15 to 1.85	(19.59) to (19.20	)
INVESCO Small Company Growth Fund
December 31, 2001(a)	105,665	7.4813 to 8.7461	933,440	-	1.15 to 1.85	(11.90) to (11.48	)
J. P. Morgan U.S. Disciplined Equity
Portfolio
December 31, 2001	2,063,692	7.7128 to 10.1168	18,832,702	0.48	1.15 to 1.85	(13.55) to (12.92	)
J. P. Morgan International Opportunities
Portfolio
December 31, 2001	915,732	7.2397 to 10.0974	7,427,975	0.95	1.15 to 1.85	(20.65) to (20.07	)
J. P. Morgan Small Company Portfolio
December 31, 2001	664,931	7.6661 to 12.252	6,757,718	0.04	1.15 to 1.85	(9.74) to (9.08	)
Lord Abbett Growth and Income Portfolio
December 31, 2001	11,399,173	9.8977 to 12.8855	130,365,761	0.85	1.00 to 1.85	(8.45) to (7.66	)

(a) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(7) Financial Highlights - continued

	At December 31,			For year ended December 31,
	Units	Unit Fair Value lowest to highest	Net Assets	Investment Income Ratio*		Expense Ratio lowest to highest**	Total Return lowest to highest***
Lord Abbett Mid Cap Value Portfolio
December 31, 2001(a)	2,281,117	$8.9499 to $9.951	$23,695,759	0.84	%	1.15% to 1.85%	3.44% to 3.90	)%
Lord Abbett International Portfolio
December 31, 2001(a)	42,292	7.0106 to 8.9279	332,937	0.29		1.15 to 1.85	(21.47) to (21.12	)
MFS/Sun Life Capital Appreciation Series
December 31, 2001	3,296,185	6.1469 to 10.5012	25,983,854	0.36		1.00 to 1.85	(26.71) to (26.07	)
MFS/Sun Life Emerging Growth Series
December 31, 2001	6,733,222	5.6007 to 12.2101	52,492,438	-		1.15 to 1.85	(35.80) to (35.33	)
MFS/Sun Life Government Securities
Series
December 31, 2001	4,640,049	10.75 to 11.601	53,198,300	5.16		1.10 to 1.85	5.45 to 6.37
MFS/Sun Life High Yield Series
December 31, 2001	4,366,787	9.3145 to 9.8965	41,407,521	8.60		1.15 to 1.85	(0.14) to 0.59	)
MFS/Sun Life New Discovery S Class
December 31, 2001(b)	234,663	8.0788 to 9.967	2,417,131	-		1.15 to 1.85	2.86 to 3.12
MFS/Sun Life Massachusetts Investors
Growth Stock S Class
December 31, 2001(b)	352,547	8.0479 to 9.8053	3,443,901	-		1.15 to 1.85	(2.45) to (2.21	)
MFS/Sun Life High Yield S Class
December 31, 2001(b)	375,235	8.404 to 9.8255	3,706,867	-		1.15 to 1.85	(1.34) to (1.09	)
MFS/Sun Life Capital Appreciation S Class
December 31, 2001(b)	75,869	7.6216 to 9.8565	737,135	-		1.15 to 1.85	(2.96) to (2.75	)
MFS/Sun Life Utilities S Class
December 31, 2001(b)	282,084	7.5521 to 9.2085	2,517,114	-		1.15 to 1.85	(10.89) to (10.67	)
MFS/Sun Life Emerging Growth S Class
December 31, 2001(b)	100,216	7.8897 to 9.2854	973,048	-		1.15 to 1.85	(3.06) to (2.83	)
MFS/Sun Life Total Return S Class
December 31, 2001(b)	869,203	8.1437 to 9.7889	8,657,514	-		1.15 to 1.85	(0.53) to (0.29	)
MFS/Sun Life Government Securities S
Class
December 31, 2001(b)	628,219	8.4902 to 10.244	6,351,596	-		1.15 to 1.85	0.99 to 1.24
MFS/Sun Life Massachusetts Investors
Trust S Class
December 31, 2001(b)	276,474	7.8888 to 9.6608	2,671,470	-		1.15 to 1.85	(3.49) to (3.26	)
MFS/Sun Life Massachusetts Investors
Growth Stock Series
December 31, 2001	7,310,990	6.8988 to 9.7996	55,294,423	0.11		1.00 to 1.85	(26.29) to (25.65	)
MFS/Sun Life Massachusetts Investors
Trust Series
December 31, 2001	4,731,430	8.3767 to 9.9278	40,259,945	0.77		1.15 to 1.85	(17.30) to (16.70	)

(a) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

(b) For the period August 27, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(7) Financial Highlights - continued

	At December 31,			For year ended December 31,
	Units	Unit Fair Value lowest to highest	Net Assets	Investment Income Ratio*		Expense Ratio lowest to highest**	Total Return lowest to highest***
MFS/Sun Life Money Market Series
December 31, 2001	598,302	$11.2904	$ 6,809,800	3.44	%	1.25%	2.34%
MFS/Sun Life New Discovery Series
December 31, 2001	3,148,941	7.8672 to 14.4709	34,145,689	-		1.00 to 1.85	(6.88) to (6.07	)
MFS/Sun Life Total Return Series
December 31, 2001	4,188,905	10.2072 to 11.8762	47,271,929	3.01		1.10 to 1.85	(1.36) to (0.50	)
MFS/Sun Life Utilities Series
December 31, 2001	5,070,993	8.4643 to 12.6248	46,649,921	3.77		1.15 to 1.85	(25.72) to (25.18	)
OCC Accumulation Equity Portfolio
December 31, 2001	1,054,691	10.7412 to 11.2525	11,224,190	0.93		1.15 to 1.85	(13.15) to (8.08	)
OCC Accumulation Mid Cap Portfolio
December 31, 2001	900,726	14.3036 to 15.6418	14,564,433	0.21		1.15 to 1.85	4.58 to 5.34
OCC Accumulation Managed Portfolio
December 31, 2001	304,247	10.9367 to 11.5107	3,346,490	2.37		1.15 to 1.85	(6.44) to (6.00	)
OCC Accumulation Small Cap Portfolio
December 31, 2001	536,606	11.3704 to 15.2911	7,470,840	1.07		1.15 to 1.85	6.32 to 7.09
Rydex Nova Fund
December 31, 2001(a)	25,047	7.5481 to 9.1202	206,738	3.83		1.40 to 1.85	(17.65) to (17.34	)
Rydex OTC Fund
December 31, 2001(a)	207,526	6.4472 to 8.2307	1,646,368	-		1.40 to 1.85	(20.84) to (20.49	)
Salomon Brothers Capital Fund
December 31, 2001	58,507	15.3706	895,117	1.06		1.40	(0.84	)
Salomon Brothers Investors Fund
December 31, 2001	46,806	12.4261	566,123	0.77		1.40	(5.48	)
Salomon Brothers Strategic Bond Fund
December 31, 2001	312,493	11.3543	3,651,666	4.01		1.40	5.43
Salomon Brothers Total Return Fund
December 31, 2001	377,628	10.5189	3,979,916	2.50		1.40	(2.18	)
Sun Capital Money Market Fund
December 31, 2001	10,787,454	10.9209 to 10.6595	115,305,491	3.13		1.00 to 1.85	1.66 to 2.55
Sun Capital Investment Grade Bond Fund
December 31, 2001	7,089,173	10.7052 to 11.2878	79,912,659	6.01		1.15 to 1.85	5.24 to 6.01
Sun Capital Real Estate Fund
December 31, 2001	1,408,479	11.0724 to 13.8086	18,358,466	5.46		1.15 to 1.85	10.47 to 11.27
Sun Capital Select Equity Fund
December 31, 2001	994,748	6.7732 to 10.2515	8,230,145	0.24		1.15 to 1.85	(17.81) to (17.20	)
Sun Capital Blue Chip Mid Cap Fund
December 31, 2001	4,473,960	8.7568 to 15.1331	51,486,712	-		1.00 to 1.85	(5.06) to (4.24	)
Sun Capital Investors Foundation Fund
December 31, 2001	399,721	8.1455 to 10.3172	3,569,703	0.36		1.15 to 1.85	(9.64) to (8.98	)

(a) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

<PAGE>

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III and Futurity

Select Four Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(7) Financial Highlights - continued

	At December 31,			For year ended December 31,
	Units	Unit Fair Value lowest to highest	Net Assets	Investment Income Ratio*		Expense Ratio lowest to highest**	Total Return lowest to highest***
Sun Capital Davis Venture Value Fund
December 31, 2001	3,692,440	$8.5577 to $9.0832	$32,120,228	0.53	%	1.00% to 1.85%	(12.27)% to (11.51	)%
Sun Capital Davis Financial Fund
December 31, 2001	771,222	9.4147 to 10.4689	7,997,588	-		1.15 to 1.85	(8.33) to (7.66	)
Sun Capital Value Equity Fund
December 31, 2001	426,871	9.3753 to 11.1956	4,530,621	0.90		1.15 to 1.85	(4.37) to (3.68	)
Sun Capital Value Mid Cap Fund
December 31, 2001	1,179,279	9.7186 to 10.2926	12,795,381	0.02		1.15 to 1.85	4.85 to 5.60
Sun Capital Value Small Cap Fund
December 31, 2001	1,560,208	10.1641 to 12.175	19,339,906	0.03		1.15 to 1.85	6.89 to 7.66
Sun Capital Value Managed Fund
December 31, 2001	237,971	9.3713 to 10.9697	2,472,871	1.12		1.15 to 1.85	(7.81) to (7.15	)
Sun Capital INVESCO Technology Fund
December 31, 2001(a)	279,791	5.9838 to 8.0371	1,980,902	-		1.15 to 1.85	(85.25) to (29.12	)
Sun Capital INVESCO Telecommunications
Fund
December 31, 2001(a)	76,141	5.2615 to 6.6239	419,467	-		1.15 to 1.85	(45.04) to (44.87	)
Sun Capital INVESCO Health Sciences
Fund
December 31, 2001(a)	430,414	8.7867 to 10.1927	4,363,323	-		1.15 to 1.85	(23.95) to 1.59
Sun Capital INVESCO Energy Fund
December 31, 2001(a)	90,980	7.4007 to 8.7894	773,270	0.10		1.15 to 1.85	(15.25) to (14.84	)
Sun Capital Neuberger Berman Mid Cap
Value Fund
December 31, 2001(a)	154,774	8.1066 to 9.6479	1,516,630	0.63		1.15 to 1.85	(2.28) to (1.81	)
Sun Capital Neuberger Berman Mid Cap
Growth Fund
December 31, 2001(a)	280,389	7.5155 to 9.3302	2,429,298	-		1.15 to 1.85	(13.60) to (13.19	)

(a) For the period May 1, 2001 (commencement of operations) through December 31, 2001.

* Represents the dividends, excluding distributions of capital gains, received by the Sub Account from the underlying mutual fund, net of management fees assessed by the fund manager, divided by the average net assets. The ratio excludes those expenses, such as mortality and expense charges, that result in direct reductions in the unit values. The recogition of investment income by the Sub Account is affected by the timing of the declaration of dividends by the underlying fund in which the subaccounts invest.

** Ratio represents the annualized contract expenses of the separate account. The ratio includes only those expenses that result in a direct reduction to unit values. Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying fund are excluded.

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

Independent Auditors' Report

To the Participants in Futurity, Futurity II, Futurity Focus, Futurity Accolade,

Futurity Focus II, Futurity III and Futurity Select Four

and the Board of Directors of Sun Life Assurance Company of Canada (U.S.):

We have audited the accompanying statement of condition of AIM V.I. Capital Appreciation Sub-Account, AIM V.I. Growth Sub-Account, AIM V.I. Growth and Income Sub-Account, AIM V.I. International Equity Sub- Account, AIM V.I. Value Sub-Account, the Alger American Growth Sub-Account, the Alger American Income and Growth Sub-Account, the Alger American Small Capitalization Sub-Account, Alliance Premier Growth Sub-Account, Alliance Technology Sub-Account, Alliance Growth and Income Sub-Account, Alliance Worldwide Privatization Sub-Account, Alliance Quasar Sub-Account, Credit Suisse Institutional Emerging Markets Sub-Account, Credit Suisse Institutional International Equity Sub-Account, Credit Suisse Institutional Global Post-Venture Capital Sub-Account, Credit Suisse Institutional Small Company Growth Sub- Account, Fidelity Contrafund Sub-Account, Fidelity Overseas Sub-Account, Fidelity Growth Sub-Account, Goldman Sachs VIT^SM CORE Large Cap Growth Sub-Account, Goldman Sachs VIT^SM CORE Small Cap Equity Sub-Account, Goldman Sachs VIT^SM CORE U.S. Equity Sub-Account, Goldman Sachs Growth and Income Sub-Account, Goldman Sachs International Equity Sub-Account, Goldman Sachs Internet Tollkeeper Sub-Account, Goldman Sachs Capital Growth Sub-Account, INVESCO Dynamics Sub-Account, INVESCO Small Company Growth Sub-Account, J.P. Morgan U.S. Disciplined Equity Sub-Account, J.P. Morgan International Opportunities Sub-Account, J.P. Morgan Small Company Sub-Account, Lord Abbett Growth and Income Sub-Account, Lord Abbett Mid Cap Value Sub-Account, Lord Abbett International Sub-Account, MFS/Sun Life Capital Appreciation Sub-Account, MFS/Sun Life Emerging Growth Sub-Account, MFS/Sun Life Government Securities Sub-Account, MFS/Sun Life High Yield Sub-Account, MFS/Sun Life New Discovery S Sub-Account, MFS/Sun Life Massachusetts Investors Growth Stock S Sub-Account, MFS/Sun Life High Yield S Sub-Account, MFS/Sun Life Capital Appreciation S Sub-Account, MFS/Sun Life Utilities S Sub-Account, MFS/Sun Life Emerging Growth S Sub-Account, MFS/Sun Life Total Return S Sub-Account, MFS/Sun Life Government Securities S Sub-Account, MFS/Sun Life Massachusetts Investors Trust S Sub-Account, MFS/Sun Life Massachusetts Investors Growth Stock Sub-Account, MFS/Sun Life Massachusetts Investors Trust Sub-Account, MFS/Sun Life Money Market Sub-Account, MFS/Sun Life New Discovery Sub-Account, MFS/Sun Life Total Return Sub-Account, MFS/Sun Life Utilities Sub-Account, OCC Accumulation Equity Sub-Account, OCC Accumulation Mid Cap Sub-Account, OCC Accumulation Small Cap Sub-Account, OCC Accumulation Managed Sub-Account, Rydex Nova Sub-Account, Rydex OTC Sub-Account, Salomon Brothers Capital Sub-Account, Salomon Brothers Investors Sub-Account, Salomon Brothers Strategic Bond Sub-Account, Salomon Brothers Total Return Sub-Account, Sun Capital Money Market Sub-Account, Sun Capital Advisers Investment Grade Bond Sub-Account, Sun Capital Real Estate Sub-Account, Sun Capital Select Equity Sub-Account, Sun Capital Advisers Blue Chip Mid Cap Sub-Account, Sun Capital Advisers Investors Foundation Sub-Account, Sun Capital Advisers Davis Venture Value Sub-Account, Sun Capital Advisers Davis Financial Sub-Account, Sun Capital Value Equity Sub- Account, Sun Capital Value Mid Cap Sub-Account, Sun Capital Value Small Cap Sub-Account, Sun Capital Value Managed Sub-Account, Sun Capital Advisers INVESCO Technology Sub-Account, Sun Capital Advisers INVESCO Telecommunications Sub-Account, Sun Capital Advisers INVESCO Health Sciences Sub-Account, Sun Capital Advisers INVESCO Energy Sub-Account, Sun Capital Neuberger Berman Mid Cap Value Sub-Account and Sun Capital Neuberger Berman Mid Cap Growth Sub-Account of Sun Life of Canada (U.S.) Variable Account F, (the ''Sub-Accounts'') as of December 31, 2001, the related statement of

<PAGE>

operations for the year then ended and the statements of changes in net assets for the years ended December 31, 2001 and 2000. These financial statements are the responsibility of management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities held at December 31, 2001 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believed that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements presents fairly, in all material respects, the financial position of the Sub-Accounts as of December 31, 2001, the results of their operations and the changes in their net assets for the respective stated periods in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 15, 2002

<PAGE>

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

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

CONSOLIDATED STATEMENTS OF INCOME

(in millions)

For the years ended December 31, 2001, 2000 and 1999

	2001	2000	1999
Revenues
Premiums and annuity considerations	$          41	$       45	$         45
Net investment income	282	288	365
Net realized investment gains (losses)	24	(20)	2
Fee and other income	284	298	218
Total revenues	631	611	630
Benefits and expenses
Policyowner benefits	309	338	335
Other operating expenses	152	165	101
Amortization of deferred policy acquisition costs	121	124	68
Total benefits and expenses	582	627	504
Income (loss) from operations	49	(16)	126
Interest expense	94	45	43
Income (loss) before income tax expense and discontinued
operations	(45)	(61)	83
Income tax expense (benefit):
Federal	(26)	(62)	29
State	(1)	(2)	-
Income tax expense (benefit)	(27)	(64)	29
Net income (loss) from continuing operations before
cumulative effect of change in accounting principle	(18)	3	54
Cumulative effect of change in accounting principle, net of tax	5	-	-
Net income (loss) from continuing operations	(13)	3	54
Net loss on disposal of subsidiaries, after tax	-	-	(12)
Discontinued operations	-	-	1
Net income (loss)	$         (13)	$        3	$         43

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

<PAGE>

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

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

CONSOLIDATED BALANCE SHEETS

(in millions except share data)

December 31, 2001 and 2000

ASSETS	2001	2000
Investments
Available-for-sale fixed maturities at fair value (amortized cost of $2,040 and $2,455 in 2001 and 2000, respectively)	$               2,098	$                2,501
Trading fixed maturities at fair value (amortized cost of $1,020 and $636 in 2001 and 2000, respectively)	1,041	648
Subordinated note from affiliate held-to-maturity (fair value of $620 and $546 in 2001 and 2000, respectively)	600	600
Short-term investments	103	112
Mortgage loans	915	846
Real estate	84	78
Policy loans	43	42
Other invested assets	67	75
Total investments	4,951	4,902
Cash and cash equivalents	180	390
Accrued investment income	64	65
Deferred policy acquisition costs	766	762
Outstanding premiums	4	3
Other assets	112	62
Separate account assets	16,233	17,874
Total assets	$            22,310	$              24,058
LIABILITIES
Future contract and policy benefits	$                 691	$                   715
Contractholder deposit funds and other policy liabilities	3,146	3,313
Unearned revenue	12	5
Accrued expenses and taxes	116	53
Deferred federal income taxes	99	41
Long-term debt payable to affiliates	565	565
Partnership Capital Securities	608	608
Other liabilities	108	123
Separate account liabilities	16,233	17,874
Total liabilities	21,578	23,297
Commitments and contingencies - Note 15
STOCKHOLDER'S EQUITY
Common stock, $1,000 par value - 10,000 shares authorized; 6,437 shares issued and outstanding in 2001 and 2000	$                   6	$                   6
Additional paid-in capital	265	265
Accumulated other comprehensive income	38	39
Retained earnings	423	451
Total stockholder's equity	732	761
Total liabilities and stockholder's equity	$          22,310	$          24,058

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

<PAGE>

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

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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

For the years ended December 31, 2001, 2000, and 1999

	2001	2000	1999
Net income	$            (13)	$               3	$           43
Other comprehensive income
Net change in unrealized holding gains (losses) on
available-for-sale securities, net of tax	(1)	31	(69)
Other comprehensive income	(1)	31	(69)
Comprehensive income	$            (14)	$             34	$          (26)

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

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

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

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

(in millions)

For the years ended December 31, 2001, 2000, and 1999

			Accumulated
		Additional	Other		Total
	Common	Paid-In	Comprehensive	Retained	Stockholder's
	Stock	Capital	Income	Earnings	Equity
Balance at December 31, 1998	$             6	$           199	$               77	$         495	$            777
Comprehensive income:
Net income				43	43
Dividends declared				(80)	(80)
Other comprehensive income
(loss)			(69)		(69)
Balance at December 31, 1999	6	199	8	458	671
Comprehensive income:
Net income				3	3
Dividends declared				(10)	(10)
Additional paid in capital		66			66
Other comprehensive income			31		31
Balance at December 31, 2000	6	265	39	451	761
Comprehensive income:
Net income (loss)				(13)	(13)
Dividends declared				(15)	(15)
Other comprehensive income
(loss)			(1)		(1)
Balance at December 31, 2001	$             6	$           265	$               38	$         423	$            732

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

<PAGE>

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

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

For the years ended December 31, 2001, 2000 and 1999

	2001		2000	1999
Cash Flows From Operating Activities:
Net income (loss) from continuing operations	$              (13)		$              3	$           54
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Amortization of discount and premiums	3		(1)	(1)
Depreciation and amortization	2		3	4
Net realized (gains) losses on investments	(24)		20	(2)
Net unrealized gains on trading fixed maturities	(9)		(13)	-
Interest credited to contractholder deposits	176		196	216
Deferred federal income taxes	56		(53)	15
Cumulative effect of change in accounting principle, net of tax		(5)	-	-
Cash dividends from subsidiaries	-		-	19
Changes in assets and liabilities:
Deferred acquisition costs	(17)		(83)	(88)
Accrued investment income	2		(6)	11
Other assets	(46)		15	(75)
Future contract and policy benefits	(23)		(15)	(8)
Other, net	55		39	72
Net cash provided by operating activities	157		105	217
Cash Flows From Investing Activities:
Sales, maturities and repayments of:
Available-for-sale fixed maturities	1,251		1,002	1,241
Trading fixed maturities	379		187	-
Subsidiaries	-		-	57
Other invested assets	4		-	-
Mortgage loans	112		209	386
Real estate	10		36	3
Purchases of:
Available-for-sale fixed maturities	(823)		(738)	(615)
Trading fixed maturities	(751)		(821)	-
Subsidiaries	(5)		-	-
Other invested assets	(1)		(2)	(7)
Mortgage loans	(185)		(122)	(345)
Real estate	(16)		(15)	(2)
Changes in other investing activities, net	1		3	3
Net change in policy loans	-		(1)	2
Net change in short-term investments	9		34	156
Net cash provided by (used in) investing activities	(15)		(228)	879

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

<PAGE>

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

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

For the years ended December 31, 2001, 2000 and 1999

	2001	2000	1999
Cash Flows From Financing Activities:
Deposits to contractholder deposit funds	1,557	1,962	1,537
Withdrawals from contractholder deposit funds	(1,894)	(1,988)	(2,268)
Dividends paid to stockholder	(15)	(10)	(80)
Net cash used in financing activities	(352)	(36)	(811)
Net change in cash and cash equivalents	(210)	(160)	285
Cash and cash equivalents, beginning of year	390	550	265
Cash and cash equivalents, end of year	$               180	$               390	$          550
Supplemental Cash Flow Information
Interest paid	$                 94	$                 43	$            43
Income taxes paid	11	64	6

Non-cash Transaction

On December 21, 2000, the Company's parent, Sun Life of Canada (U.S.) Holdings, Inc., transferred its 100% ownership in Sun Life of Canada (U.S.) Holdings General Partner, Inc. to the Company in exchange for 537 shares of the Company's common stock totaling $537,000 plus $65,520,000 of additional paid in capital.

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

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GENERAL

Sun Life Assurance Company of Canada (U.S.) (the "Company") was incorporated in 1970 as a life insurance company domiciled in the state of Delaware. As of December 31, 2000, the Company was licensed in 48 states and certain other territories. Effective January 31, 2001, the Company became authorized to do business in 49 states. In addition, the Company's wholly-owned insurance subsidiary, Sun Life Insurance and Annuity Company of New York, is licensed in New York. The Company and its subsidiaries are engaged in the sale of individual and group variable life insurance, individual fixed and variable annuities, group fixed and variable annuities, group pension contracts, guaranteed investment contracts, group life and disability insurance, insurance third party administration, and other asset management services.

The Company is a wholly-owned subsidiary of Sun Life of Canada (U.S.) Holdings, Inc., which is an indirect wholly-owned subsidiary of Sun Life Assurance Company of Canada. Sun Life Assurance Company of Canada is a life insurance company domiciled in Canada that reorganized from a mutual life insurance company to a stock life insurance company on March 22, 2000. As a result of the demutualization, a new holding company, Sun Life Financial Services of Canada Inc., is now the ultimate parent of Sun Life Assurance Company of Canada and the Company.

BASIS OF PRESENTATION

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

The consolidated financial statements include the accounts of the Company and its subsidiaries. As of December 31, 2001, the Company owned all of the outstanding shares of Sun Life Insurance and Annuity Company of New York, Sun Life of Canada (U.S.) Distributors, Inc., Sun Life Financial Services Limited, Sun Benefit Services Company, Inc., Sun Capital Advisers, Inc., Sun Life of Canada (U.S.) SPE 97-I, Inc., Sun Life of Canada (U.S.) Holdings General Partner, Inc., Vision Financial Corporation and Clarendon Insurance Agency, Inc. The results are also consolidated with Sun Life of Canada Funding, LLC, which is owned by a trust sponsored by the Company and Sun Life of Canada (U.S.) Limited Partnership I, for which Sun Life of Canada (U.S.) Holdings General Partner, Inc. is the sole general partner.

Sun Life Insurance and Annuity Company of New York is engaged in the sale of individual fixed and variable annuity contracts and group life, disability insurance and stop loss contracts in its state of domicile, New York. Sun Life of Canada (U.S.) Distributors, Inc. is a registered investment adviser and broker-dealer. Sun Life Financial Services Limited serves as the marketing administrator for the distribution of the offshore products of Sun Life Assurance Company of Canada, an affiliate. Sun Capital Advisers, Inc. is a registered investment adviser. Sun Life of Canada (U.S.) SPE 97-I, Inc. was organized for the purpose of engaging in activities incidental to securitizing mortgage loans. Sun Life of Canada (U.S.) Holdings General Partner, Inc. is the sole general partner of Sun Life of Canada (U.S.) Limited Partnership I. Clarendon Insurance Agency, Inc. is a registered broker-dealer that acts as the general distributor of certain annuity and life insurance contracts issued by the Company and its affiliates. As of December 31, 2001, Sun Benefit Services Company, Inc. was inactive. Sun Life of Canada Funding, LLC was organized for the purpose of engaging in activities incidental to establishing the new guaranteed investment products of the Company. Sun Life of Canada (U.S.) Limited Partnership I was established to purchase subordinated debentures issued by the Company's parent, Sun Life of Canada (U.S.) Holdings, Inc., and to issue Partnership Capital Securities to an affiliated business trust, Sun Life of Canada (U.S.) Capital Trust I.

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

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

On March 12, 2001, the Company purchased Vision Financial Corporation for approximately $5.0 million and acquired approximately $1.6 million of goodwill. Vision Financial Corporation, based in Keene, N.H., is a third-party administrator that specializes in the administration of insurance products sold at the worksite. The Company has recorded the acquisition using the purchase method of accounting. The results of operations of Vision Financial Corporation for the years ended December 31, 2001 and 2000 were not material to the consolidated financial statements.

In June 2000, the Company sold Sun Life Information Services Ireland, Limited to Sun Life Assurance Company of Canada. Sun Life Information Services Ireland, Limited provides information systems development services to Sun Life Assurance Company of Canada and its subsidiaries.

During 1999, the Company sold two of its subsidiaries, Massachusetts Casualty Insurance Company ("MCIC") (sold February 1999) and New London Trust F.S.B. ("NLT") (sold October 1999). MCIC is a life insurance company that issues only individual disability income policies. NLT is a federally chartered savings bank, which grants commercial, residential real estate and installment loans. The results of operations of MCIC and NLT are reported as discontinued operations.

USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. The most significant estimates are those used in determining deferred policy acquisition costs, investment allowances and the liabilities for future policyholder benefits. Actual results could differ from those estimates.

RECLASSIFICATIONS

Certain amounts in the prior years' financial statements have been reclassified to conform to the 2001 presentation.

FINANCIAL INSTRUMENTS

In the normal course of business, the Company enters into transactions involving various types of financial instruments, including cash and cash equivalents, investments such as fixed maturities, mortgage loans and equity securities, off balance sheet financial instruments, debt, loan commitments and financial guarantees. These instruments involve credit risk and also may be subject to risk of loss due to interest rate fluctuation. The Company evaluates and monitors each financial instrument individually and, when appropriate, obtains collateral or other security to minimize losses. Financial instruments are more fully described in Note 6.

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

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

CASH AND CASH EQUIVALENTS

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

INVESTMENTS

The Company accounts for its investments in accordance with Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities." At the time of purchase, fixed maturity securities are classified based on intent, as held-to-maturity, trading, or available-for-sale. In order for the security to be classified as held-to-maturity, the Company must have positive intent and ability to hold the securities to maturity. Securities held-to-maturity are stated at cost adjusted for amortization of premiums, and accretion of discounts. Securities that are bought and held principally for the purpose of selling them in the near term are classified as trading. Securities that do not meet this criterion are classified as available-for-sale. Available-for-sale securities are carried at aggregate fair value with changes in unrealized gains or losses reported net of policyholder related amounts and of deferred income taxes in a separate component of other comprehensive income. Trading securities are carried at aggregate fair value with changes in unrealized gains or losses reported as a component of net investment income. Fair values for publicly traded securities are obtained from external market quotations. For privately placed fixed maturities, fair values are estimated by taking into account prices for publicly traded securities of similar credit risk, maturities repayment and liquidity characteristics. All security transactions are recorded on a trade date basis.

The Company's accounting policy for impairment requires recognition of an other than temporary impairment write-down on a security if it is determined that the Company is unable to recover all amounts due under the contractual obligations of the security. In addition, for securities expected to be sold, an other than temporary impairment charge is recognized if the Company does not expect the fair value of a security to recover to cost or amortized cost prior to the expected date of sale. Once an impairment charge has been recorded, the Company then continues to review the other than temporarily impaired securities for additional impairment, if necessary.

Mortgage loans are stated at unpaid principal balances, net of provisions for estimated losses. Mortgage loans acquired at a premium or discount are carried at amortized values net of provisions for estimated losses. Mortgage loans, which include primarily commercial first mortgages, are diversified by property type and geographic area throughout the United States. Mortgage loans are collateralized by the related properties and generally are no more than 70% of the properties' value at the time that the original loan is made.

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

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

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

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

Policy loans are carried at the amount of outstanding principal balance not in excess of net cash surrender values of the related insurance policies.

Other invested assets consist primarily of leveraged leases and tax credit partnerships.

The Company uses derivative financial instruments including swaps and options as a means of hedging exposure to interest rate, currency and equity price risk.

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

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

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

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

DEFERRED POLICY ACQUISITION COSTS

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

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

OTHER ASSETS

Property, equipment, leasehold improvements and capitalized software costs that are included in other assets are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line or accelerated method over the estimated useful lives of the related assets, which generally range from 3 to 10 years. Amortization of leasehold improvements is provided using the straight-line method over the lesser of the term of the leases or the estimated useful life of the improvements. Also included in other assets are assets pledged as collateral for open derivative contracts (See "Derivatives" section of Note 3 of the consolidated financial statements.) Reinsurance receivables from reinsurance ceded are also included in other assets.

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

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

POLICY LIABILITIES AND ACCRUALS

Future policy benefits are liabilities for traditional life, health and annuity products. Such liabilities are established in amounts adequate to meet the estimated future obligations of policies in force. The liabilities associated with traditional life insurance, annuity and disability insurance products are computed using the net level premium method based on assumptions about future investment yields, mortality, morbidity and persistency. The assumptions used are based upon the Company's experience and industry standards.

Contractholder deposit funds consist of policy values that accrue to the holders of universal life-type contracts and investment-related products such as deferred annuities and guaranteed investment contracts. The liabilities are determined using the retrospective deposit method and consist of net deposits and investment earnings less administrative charges. The liability is before the deduction of any applicable surrender charges.

Other policy liabilities include liabilities for policy and contract claims. These amounts consist of the estimated amount payable for claims reported but not yet settled and an estimate of claims incurred but not reported. The amount reported is based upon historical experience, adjusted for trends and current circumstances. Management believes that the recorded liability is sufficient to provide for the associated claims adjustment expenses. Revisions of these estimates are included in operations in the year such refinements are made.

REVENUE AND EXPENSES

Premiums for traditional individual life and annuity products are considered revenue when due. Premiums related to group life and group disability insurance are recognized as revenue pro-rata over the contract period. The unexpired portion of these premiums is recorded as unearned premiums. Revenue from universal life-type products and investment-related products includes charges for cost of insurance (mortality), initiation and administration of the policy and surrender charges. Revenue is recognized when the charges are assessed except that any portion of an assessment that relates to services to be provided in future years is deferred and recognized over the period during which the services are provided.

Other than deferred policy acquisition costs, benefits and expenses related to traditional life, annuity, and disability contracts, including group policies, are recognized when incurred in a manner designed to match them with related premium revenue and spread income recognition over expected policy lives. For universal life-type and investment-type contracts, benefits include interest credited to policyholders' accounts and death benefits in excess of account values, which are recognized as incurred.

INCOME TAXES

The Company and its subsidiaries participate in a consolidated federal income tax return with Sun Life Assurance Company of Canada - U.S. Operations Holdings, Inc. and other affiliates. Deferred income taxes are generally recognized when assets and liabilities have different values for financial statement and tax reporting purposes, and for other temporary taxable and deductible differences as defined by Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". These differences result primarily from policy reserves, policy acquisition expenses and unrealized gains or losses on investments, and are generally not chargeable with liabilities that arise from any other business of the Company.

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

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

SEPARATE ACCOUNTS

The Company has established separate accounts applicable to various classes of contracts providing for variable benefits. Separate account assets are subject to general account claims only to the extent the value of such assets exceeds the separate account liabilities. Contracts for which funds are invested in separate accounts include variable life insurance and individual and group qualified and non-qualified variable annuity contracts. Assets and liabilities of the separate accounts, representing net deposits and accumulated net investment earnings less fees, held primarily for the benefit of contractholders, are shown as separate captions in the financial statements. Assets held in the separate accounts are carried at market value and the investment risk of such securities is retained by the contractholder.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities including fair value hedges and cash flow hedges. All derivatives, whether designated in hedging relationships or not, will be required to be recorded on the balance sheet at fair value. For a derivative that does not qualify as a hedge, changes in fair value will be recognized in earnings.

The Company applied SFAS No. 133, as amended by SFAS No. 137 and SFAS No. 138, on January 1, 2001. As a result, the Company recorded as a change in accounting principle in the accompanying consolidated statements of income, a cumulative transition adjustment of $5.2 million, net of tax, that increased earnings relating to embedded derivatives. Prior to the adoption of SFAS No. 133, the Company had been recognizing changes in fair value of derivatives in earnings; however, embedded derivatives in insurance contracts had not been accounted for separately.

During 2001, the Company adopted the requirements of Securities and Exchange Commission Staff Accounting Bulletin ("SAB") No. 102, "Selected Loan Loss Allowance and Documentation Issues". The adoption of SAB No. 102 had no material effect on the Company's financial position or results of operations.

In July 2000, the Emerging Issues Task Force (EITF) reached consensus on Issue No. 99-20, "Recognition of Interest Income and Impairment on Certain Investments". This pronouncement requires investors in certain asset-backed securities to record changes in their estimated yield on a prospective basis and to evaluate these securities for an other than temporary decline in value. This consensus is effective for financial statements with fiscal quarters beginning after December 15, 2000. The Company adopted EITF No. 99-20 in June 2001; it had no material impact on the Company's financial condition or results of operations.

In September 2000, the FASB issued SFAS 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" which replaces SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This standard revises the methods for accounting for securitizations and other transfers of financial assets and collateral as outlined in SFAS No. 125, and requires certain additional disclosures. Adoption of this standard did not have a material effect on the Company's financial position or results of operations.

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

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

In July 2001, the FASB issued SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets". These Statements will change the accounting for business combinations and goodwill in two significant ways. First, SFAS No. 141 requires that the purchase method of accounting be used for all business combinations completed after June 30, 2001. Use of the pooling-of-interests method will be prohibited. Second, SFAS No. 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. Thus, amortization of goodwill, including goodwill recorded in past business combinations, will cease upon adoption of that Statement, which for companies with calendar year ends, will be January 1, 2002. Adopting SFAS No. 141 and SFAS No. 142 is not expected to have a material impact on the Company.

Also in July 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations," which relates to financial accounting and reporting of obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS No. 143 is effective for financial statements issued for fiscal years beginning after June 15, 2002. The Company believes that adoption of this statement will not have a material effect on the Company's financial position or results of operations.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". This statement supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001. The Company believes that adoption of this statement will not have a material effect on the Company's financial position or results of operations.

In September 2001, the EITF discussed Issue No. 01-10 "Accounting for the Impact of the Terrorist Attacks of September 11, 2001" which gives accounting guidance and recommended disclosures. Following this guidance, the Company has reviewed its insurance contracts to quantify potential losses, if any, as a result of the tragedy and has determined that there were no material claims exposure to the Company. The national tragedy of September 11, 2001 has also had an adverse impact on the airline, hotel and hospitality businesses. Although the Company has investments associated with these industries, it has determined that there are no current recoverability issues. The Company will continue to monitor these investments to determine if any adjustments for other-than-temporary declines due to the decrease in market value are necessary.

The FASB is currently deliberating the issuance of an interpretation of SFAS No. 94, "Consolidation of All Majority-Owned Subsidiaries", to provide additional guidance to assist companies in identifying and accounting for special purpose entities ("SPEs") including when SPEs should be consolidated by the investor. The interpretation would introduce a concept that consolidation would be required by the primary beneficiary of the activities of an SPE unless the SPE can meet certain substantive independent economic substance criteria. It is not possible to determine at this time what conclusions will be included in the final interpretation; however, the result could impact the accounting treatment of these entities.

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

2. SIGNIFICANT TRANSACTIONS WITH AFFILIATES

On February 11, 1999, two notes previously issued to the Company by Massachusetts Financial Services Company ("MFS"), an affiliate, were combined into a new note with a February 11, 2000 maturity date. The original notes were each issued for $110,000,000. One note was issued on February 11, 1998 at an interest rate of 6.0% and a due date of February 11, 1999. The other note was issued on December 22, 1998 at an interest rate of 5.55% and a due date of February 11, 1999. These two notes and an additional $10,000,000 were combined into a new note of $230,000,000 with a floating interest rate based on the six-month LIBOR rate plus 25 basis points. The $230,000,000 note was repaid to the Company on December 21,1999.

On December 31, 1998, the Company had an additional $20,000,000 investment in notes issued by MFS, scheduled to mature in 2000. These notes were repaid to the Company on December 21, 1999.

On January 14, 2000, the Company purchased two separate $100,000,000 notes from MFS, one with an interest rate of 8.60% due August 11, 2004, and the other with an interest rate of 7.93% due August 11, 2003. On November 1, 2000, MFS repaid the $100,000,000 note with an original maturity of August 11, 2003.

On February 5, 1999, the Company sold MCIC to an unaffiliated company. The net proceeds of this sale were $33,965,000. The Company realized a loss of $25,465,000 net of a $14,482,000 tax benefit.

On October 29, 1999, the Company sold NLT to an unaffiliated company for $30,254,000. The Company realized a gain of $13,170,000 after taxes of $10,186,000.

On December 22, 1999, the Company acquired twenty-eight mortgages from Sun Life Assurance Company of Canada for a total cost of $118,092,000.

On June 27, 2000, the Company sold Sun Life Information Services Ireland, Limited to Sun Life Assurance Company of Canada. The Company realized a pretax gain of $451,000 on the sale.

On December 21, 2000, the Company's parent, Sun Life of Canada (U.S.) Holdings, Inc., transferred its ownership in all 200 shares issued and outstanding of Sun Life of Canada (U.S.) Holdings General Partner, Inc. to the Company in exchange for 537 shares of the Company's common stock totaling $537,000 plus $65,520,000 of additional paid in capital. As a result of the acquisition of Sun Life of Canada (U.S.) Holdings General Partner, Inc. on December 21, 2000, and its ownership interest in Sun Life of Canada (U.S.) Limited Partnership I, the Company became the owner of a $600,000,000 8.526% subordinated debenture due May 6, 2027 issued by the Company's parent, Sun Life of Canada (U.S.) Holdings, Inc. The Company also assumed the liability of the Partnership Capital Securities issued to Sun Life of Canada (U.S.) Capital Trust I, a Delaware business trust sponsored by the Company's parent. Partnership Capital Securities issued of $600,010,000 accrue interest at 8.526% and have no scheduled maturity date. These Partnership Capital Securities, which represent the limited partner interest of Sun Life (U.S.) Limited Partnership I, may be redeemed on or after May 6, 2027. The Company is accounting for the acquisition of Sun life of Canada (U.S.) General Partner, Inc. using the purchase method of accounting.

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

2. SIGNIFICANT TRANSACTIONS WITH AFFILIATES (CONTINUED)

The following proforma statements of income for the years ended December 31, 2000 and 1999 illustrate the Company's results of operations as if the acquisition of Sun Life of Canada (U.S.) Holdings General Partner, Inc. took place at the beginning of the year, respectively.

	Proforma	Proforma
	2000	1999
Revenues
Premiums and annuity considerations	$                 45	$                   45
Net investment income	339	420
Net realized investment gains (losses)	(20)	2
Fee and other income	298	218
Total revenues	662	685
Benefits and expenses
Policyowner benefits	338	335
Other operating expenses	165	101
Amortization of deferred policy acquisition costs	124	68
Total benefits and expenses	627	504
Income (loss) from operations	35	181
Interest expense	95	95
Income (loss) before income tax expense and discontinued
operations	(60)	86
Income tax expense (benefit):
Federal	(62)	30
State	(2)	-
Income tax expense (benefit)	(64)	30
Net income from continuing operations	4	56.0
Net loss on disposal of subsidiaries, after tax	-	(12.3)
Discontinued operations	-	1.0
Net income	$                   4	$                44.7

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

2. SIGNIFICANT TRANSACTIONS WITH AFFILIATES (CONTINUED)

During 2001, 2000, and 1999 the Company declared and paid dividends in the amount of $15,000,000, $10,000,000, and $80,000,000, respectively, to its parent, Sun Life of Canada (U.S.) Holdings, Inc.

The Company and its subsidiaries have management services agreements with Sun Life Assurance Company of Canada which provide that Sun Life Assurance Company of Canada will furnish, as requested, personnel as well as certain services and facilities on a cost-reimbursement basis. Expenses under these agreements amounted to approximately $40,290,000 in 2001, $31,857,000 in 2000, and $30,745,000 in 1999.

The Company leases office space to Sun Life Assurance Company of Canada under lease agreements with terms expiring in September, 2005 and options to extend the terms for each of twelve successive five year terms at fair market rental not to exceed 125% of the fixed rent for the term which is ending. Rent received by the Company under the leases amounted to approximately $8,773,000, $7,976,000, and $6,943,000 in 2001, 2000 and 1999, respectively.

As more fully described in Note 7, the Company has been involved in several reinsurance transactions with Sun Life Assurance Company of Canada.

The Company has accrued $4,259,000 for unpaid interest on surplus notes held by an affiliate at December 31, 2001 and 2000, respectively. The Company expensed $43,266,000 for interest on these surplus notes for the years ended December 31, 2001, 2000 and 1999, respectively.

On December 21, 2000, the Company's parent, Sun Life of Canada (U.S.) Holdings, Inc., transferred its $350,000,000 Sun Life Assurance Company of Canada subordinated note to Sun Canada Financial Co., an affiliate, in the form of additional capitalization. On the same day, Sun Canada Financial Co. transferred its ownership in the Company's surplus notes totaling $315,000,000 to Sun Life of Canada (U.S.) Holdings, Inc. in the form of a dividend. As a result, the Company had $565,000,000 of surplus notes issued to its parent, Sun Life of Canada (U.S.) Holdings Inc., as of December 31, 2000. In October 2001, Sun Life of Canada (U.S.) Holdings, Inc transferred its ownership in the Company's surplus notes totaling $565,000,000 to Sun Life Financial (U.S.) Finance, Inc., an affiliate of the Company, at book value.

The following table lists the details of the surplus notes outstanding (in 000's) owned by Sun Life Financial (U.S.) Finance, Inc.:

Principal	Maturity	Rate
$ 150,000	12/15/07	6.625%
150,000	12/15/15	7.250%
7,500	12/15/15	6.125%
7,500	12/15/07	5.750%
250,000	11/06/27	8.625%
$ 565,000

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

3. INVESTMENTS

FIXED MATURITIES

The amortized cost and fair value of fixed maturities were as follows (in 000's):

	December 31, 2001
		Gross	Gross	Estimated
	Amortized	Unrealized	Unrealized	Fair
	Cost	Gains	Losses	Value
Available-for-sale fixed maturities:
United States treasury securities, U.S. Government and
agency securities	$       111,804	$      5,905	$      (1,113)	$   116,596
States, provinces and political subdivisions	4,794	239	-	5,033
Mortgage-backed securities	149,138	3,735	(2,290)	150,583
Public utilities	340,386	20,167	(4,141)	356,412
Transportation	219,793	7,486	(15,348)	211,931
Finance	263,273	7,180	(2,144)	268,309
Corporate	950,496	53,665	(15,238)	988,923
Total available-for-sale fixed maturities	$    2,039,684	$    98,377	$   (40,274)	$ 2,097,787
Trading fixed maturities:
States, provinces and political subdivisions	$           2,750	$         364	$               -	$       3,113
Mortgage-backed securities	47,067	983	(12)	48,038
Public utilities	154,402	5,381	(2,547)	157,236
Transportation	107,660	4,110	(2,790)	108,980
Finance	219,314	10,765	(1,370)	228,709
Corporate	488,980	15,704	(9,270)	495,413
Total trading fixed maturities	$     1,020,173	$    37,307	$   (15,989)	$ 1,041,489
Held-to-maturity fixed maturities:
Sun Life of Canada (U.S.) Holdings, Inc.,
8.526% subordinated debt, due 2027	$        600,000	$     19,656	$                -	$   619,656
Total held-to-maturity fixed maturities	$        600,000	$     19,656	$                -	$   619,656

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

3. INVESTMENTS (CONTINUED)

	December 31, 2000
		Gross	Gross	Estimated
	Amortized	Unrealized	Unrealized	Fair
	Cost	Gains	Losses	Value
Available-for-sale fixed maturities:
United States treasury securities, U.S. Government and
agency securities	$       183,733	$     8,286	$            (68)	$  191,951
States, provinces and political subdivisions	22,515	653	-	23,168
Mortgage-backed securities	123,113	2,132	(317)	124,928
Public utilities	286,744	12,805	(5,914)	293,635
Transportation	245,675	13,406	(3,821)	255,260
Finance	299,440	8,141	(5,761)	301,820
Corporate	1,293,302	52,597	(35,271)	1,310,628
Total available-for-sale fixed maturities	$    2,454,522	$    98,020	$      (51,152)	$2,501,390
Trading fixed maturities:
United States treasury securities, U.S. Government and
agency securities	$              500	$             1	$                  -	$        501
Mortgage-backed securities	18,281	556	(156)	18,681
Public utilities	30,918	1,293	(243)	31,968
Transportation	97,900	3,218	(266)	100,852
Finance	159,250	5,470	(348)	164,372
Corporate	328,662	9,116	(5,975)	331,803
Total trading fixed maturities	$        635,511	$    19,654	$        (6,988)	$  648,177
Held-to-maturity fixed maturities:
Sun Life of Canada (U.S.) Holdings, Inc.,
8.526% subordinated debt, due 2027	$        600,000	$              -	$      (53,888)	$  546,112
Total held-to-maturity fixed maturities	$        600,000	$              -	$      (53,888)	$  546,112

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

3. INVESTMENTS (CONTINUED)

The amortized cost and estimated fair value by maturity periods for fixed maturity investments are shown below (in 000's). Actual maturities may differ from contractual maturities on asset-backed securities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties, or the Company may have the right to put or sell the obligations back to the issuers.

			December 31, 2001
			Amortized Cost	Estimated Fair Value
Maturities of available-for-sale fixed securities:
	Due in one year or less		$               248,948	$         246,958
	Due after one year through five years		537,953	551,789
	Due after five years through ten years		437,668	462,069
	Due after ten years		515,561	535,687
Subtotal - Maturities available-for-sale			$ 1,740,130	$ 1,796,503
Asset-backed securities			299,554	301,284
Total Available-for-sale			$ 2,039,684	$ 2,097,787
Maturities of trading fixed securities:
	Due in one year or less		$ -	$                    -
	Due after one year through five years		324,617	330,534
	Due after five years through ten years		412,623	425,677
	Due after ten years		216,473	217,647
	Subtotal - Maturities of trading		$ 953,713	$         973,858
Asset-backed securities			66,460	67,631
	Total Trading		$ 1,020,173	$      1,041,489
Maturities of held-to-maturity fixed securities:
		Due after ten years	$ 600,000	$         619,656

Gross gains of $15,457,000, $9,056,000 and $12,496,000 and gross losses of $6,966,000, $24,018,000, and $7,646,000 were realized on the voluntary sale of fixed maturities for the years ended December 31, 2001, 2000, and 1999, respectively.

Fixed maturities with an amortized cost of approximately $3,173,000 and $2,991,000 at December 31, 2001 and 2000 respectively, were on deposit with Federal and State governmental authorities as required by law.

Bonds that have been pledged to collateralize open derivative contracts at December 31, 2001 are excluded from fixed maturities and are included with other assets.

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

3. INVESTMENTS (CONTINUED)

As of December 31, 2001 and 2000, 96% and 98%, respectively, of the Company's fixed maturities were investment grade. Investment grade securities are those that are rated "BBB" or better by nationally recognized rating agencies. During 2001 and 2000, the Company incurred realized losses totaling $5,500,000 and $14,956,000 for other than temporary impairment of value of some of its fixed maturities after determining that not all of the unrealized losses were temporary in nature. During 2001, $9,650,000 of the 2000 losses was recovered and is included in realized gains. Also in 2000, the Company stopped accruing income on its holdings of an issuer that declared bankruptcy. $417,000 and $243,000 of interest income on these holdings were not accrued during 2001 and 2000, respectively. All of the Company's securities were income producing during the year ended December 31, 1999.

MORTGAGE LOANS AND REAL ESTATE

The Company invests in commercial first mortgage loans and real estate throughout the United States. Investments are diversified by property type and geographic area. Mortgage loans are collateralized by the related properties and generally are no more than 70% of the properties' value at the time that the original loan is made. Real estate investments classified as held-for-sale have been obtained primarily through foreclosure. The carrying value of mortgage loans and real estate investments net of applicable reserves and accumulated depreciation on real estate were as follows (in 000's):

		December 31,
		2001	2000
Total mortgage loans		$                 915,730	$                 846,439
Real estate:
	Held-for-sale	1,490	7,483
	Held for production of income	82,055	70,239
Total real estate		$                   83,545	$                77,722

Accumulated depreciation on real estate was $16,110,000 and $14,879,000 at December 31, 2001 and 2000, respectively.

The Company monitors the condition of the mortgage loans in its portfolio. In those cases where mortgages have been restructured, values are impaired or values are impaired but mortgages are performing, appropriate allowances for losses have been made. The Company has restructured mortgage loans, impaired mortgage loans and impaired but performing mortgage loans totaling $17,933,000 and $18,165,000 at December 31, 2001 and 2000, respectively, against which there are allowances for losses of $7,140,000 and $4,675,000, respectively. During 2001 and 2000, non-cash investing activities included real estate acquired through foreclosure of mortgage loans, which had fair values of $1,000,000 and $1,500,000, respectively.

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

3. INVESTMENTS (CONTINUED):

The investment valuation allowances, which have been deducted in arriving at investment carrying values as presented in the consolidated balance sheets, were as follows (in 000's):

	Balance at			Balance at
	January 1,	Additions	Subtractions	December 31,
2001
Mortgage loans	$              4,675	$               3,095	$                (630)	$               7,140
Real estate	-	-	-	-
2000
Mortgage loans	$              7,750	$               3,837	$             (6,912)	$               4,675
Real estate	1,723	-	(1,723)	-

Mortgage loans and real estate investments comprise the following property types and geographic regions (in 000's):

	December 31,
	2001	2000
Property Type:
Office building	$       369,526	$     328,976
Residential	39,254	47,805
Retail	389,972	379,326
Industrial/warehouse	190,672	153,580
Other	16,982	19,149
Valuation allowances	(7,140)	(4,675)
Total	$      999,266	$      924,161

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

3. INVESTMENTS (CONTINUED):

	December 31,
	2001	2000
Geographic region:
Arizona	$         21,221	$           19,809
California	95,861	87,607
Colorado	8,245	8,636
Connecticut	37,208	38,401
Delaware	6,707	15,131
Florida	40,359	36,179
Georgia	71,037	46,895
Indiana	15,015	13,496
Kentucky	13,824	14,941
Louisiana	15,221	7,639
Maryland	19,730	20,849
Massachusetts	116,962	98,377
Michigan	44,549	45,948
Nevada	3,891	5,308
New Jersey	24,047	16,653
New York	88,812	69,529
North Carolina	14,889	11,009
Ohio	29,137	35,966
Oregon	8,131	6,439
Pennsylvania	122,275	132,615
Tennessee	15,345	12,889
Texas	29,071	22,380
Utah	18,179	11,171
Virginia	27,840	20,911
Washington	62,439	60,560
All other	56,411	69,498
Valuation allowances	(7,140)	(4,675)
Total	$ 999,266	$ 924,161

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

3. INVESTMENTS (CONTINUED):

At December 31, 2001, scheduled mortgage loan maturities were as follows (000's):

2002	$              50,312
2003	28,465
2004	47,272
2005	89,257
2006	56,351
Thereafter	644,073
Total	$            915,730

Actual maturities could differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties and loans may be refinanced.

The Company has made commitments of mortgage loans on real estate and other loans into the future. The outstanding commitments for these mortgages amount to $39,800,000 and $45,119,000 at December 31, 2001 and 2000, respectively.

During 2000, the Company sold commercial mortgage loans in a securitization transaction. In the transaction, the Company retained servicing responsibilities, a Class B and a Class I interest only certificate. The Class B certificate is a subordinated interest. The Company receives annual servicing fees, before expenses, of 0.1 percent of the outstanding balance and rights to future cash flows arising after the investors in the securitization trust have received the return for which they contracted. The investors in the securitization trust have no recourse to the Company's other assets for failure of debtors to pay when due. The value of the Company's retained interest is subject to credit, and interest rate risk on the transferred financial assets. The Company recognized a pretax gain of $763,000 on the securitization transaction.

Key economic assumptions used in measuring the retained interests at the date of securitization resulting from securitizations completed during the year ended December 31, 2000 were as follows:

	Class B	Class I
Prepayment speed	0	0
Weighted average life in years	7.25	4.54
Expected credit losses	0	0
Residual cash flows discount rate	7.798	8.844
Treasury rate interpolated for average life	4.97	4.96
Spread over treasuries	2.83%	3.88%
Duration in years	5.201	3.611

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

3. INVESTMENTS (CONTINUED):

Key economic assumptions and the sensitivity of the current fair value of cash flows in those assumptions are as follows (in 000's):

	Commercial Mortgages
	Class B	Class I
Carrying amount of retained
interests	$            15,636	$          9,333
Fair value of retained interests	15,885	8,913
Weighted average life in years	9.419	3.900
Expected Credit Losses
Impact on fair value of .025% of adverse change	0	0
Impact on fair value of 20% of adverse change	0	0
Residual Cash flows Discount Rate
Impact on fair value of 10% of adverse change	15,328	8,682
Impact on fair value of 20% of adverse change	14,800	8,465

The total principal amount of the commercial mortgage loans was $173,655,000 at December 31, 2001, none of which were 60 days or more past due. There were no net credit losses incurred relating to the commercial mortgage loans at the date of the securitization and at December 31, 2001.

SECURITIES LENDING

The Company has a securities lending program operated on its behalf by the Company's primary custodian, Chase Manhattan of New York. The custodian has indemnified the Company against losses arising from this program. There were no securities out on loan at December 31, 2001 and 2000. As of December 31, 2001 and 2000, the Company had received no collateral for securities on loan. The income resulting from this program was $126,000, $48,000 and $37,000 for the years ended December 31, 2001, 2000 and 1999, respectively.

LEVERAGED LEASES

The Company is a lessor in a leverage lease agreement entered into on October 21, 1994, under which equipment having an estimated economic life of 25-40 years was originally leased for a term of 9.78 years. During 2001, the lease term was extended until 2010. The Company's equity investment represented 22.9% of the purchase price of the equipment. The balance of the purchase price was furnished by third-party long-term debt financing, collateralized by the equipment and non-recourse to the Company. At the end of the lease term, the master lessee may exercise a fixed price purchase option to purchase the equipment. The Company's net investment in leveraged leases is composed of the following elements (in 000's):

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

3. INVESTMENTS (CONTINUED):

	Year ended December 31,
	2001	2000
Lease contract receivable	$       68,418	$       57,623
Less: non-recourse debt	(36,096)	(57,607)
Net Receivable	32,322	16
Estimated value of leased assets	21,420	41,150
Less: unearned and deferred income	(18,231)	(6,718)
Investment in leveraged leases	35,511	34,448
Less: fees	(212)	(88)
Net investment in leveraged leases	$       35,299	$       34,360

DERIVATIVES

The Company uses derivative financial instruments for risk management purposes to hedge against specific interest rate risk, to alter investment rate exposures arising from mismatches between assets and liabilities, and to minimize the Company's exposure to fluctuations in interest rates, foreign currency exchange rates and general market conditions. The derivative financial instruments used by the Company include swaps and options. The Company does not hold or issue any derivative instruments for trading purposes.

SWAPS

Swap agreements are contracts with other parties to exchange at specified intervals, the difference between fixed and floating rate interest amounts based upon a notional principal amount. No cash is exchanged at the outset of the contract and no principal payments are made by either party. A single net payment is usually made by one counter-party at each interest payment date. The Company enters into interest rate swap agreements to hedge against exposure to interest rate fluctuations. Because the underlying principal is not exchanged, the Company's maximum exposure to counterparty credit risk is the difference in payments exchanged. The net payable/receivable is recognized over the life of the swap contract as an adjustment to net investment income.

In 2000, the Company launched a new guaranteed investment contract program. The purpose of the program was to increase market place and interest for these products. Each deal is highly individualized but typically involves the issuance of foreign currency denominated contracts backed by cross currency swaps or equity linked cross currency swaps. The combination of these swaps with interest rate swaps allows the Company to lock in U.S. dollar fixed rate payments for the life of the note.

The net increase (decrease) in net investment income related to swaps was ($23,493,000), $166,000, and ($2,513,000) for the years ended December 31, 2001, 2000 and 1999, respectively. The Company did not employ hedge accounting treatment in 2001, 2000 and 1999. As a result, the unrealized gains and losses were realized immediately in those years.

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

3. INVESTMENTS (CONTINUED):

The Company recognized gross realized gains on derivatives of $10,173,000, $3,924,000, and $4,735,000 in 2001, 2000, and 1999, respectively, as well as gross realized losses of $8,912,000, $1,156,000, and $1,789,000 during 2001, 2000, and 1999, respectively.

The Company's primary risks associated with these transactions are exposure to potential credit loss in the event of non-performance by counter-parties and market risk. The Company regularly assesses the strength of the counter-parties and generally enters into transactions with counter-parties rated "A" or better by nationally recognized ratings agencies. Management believes that the risk of incurring losses related to credit risk is remote. As of December 31, 2001 and 2000, the Company's derivatives had no significant concentration of credit risk.

The Company is required to pledge and receive collateral for open derivative contracts. The amount of collateral that is required is determined by agreed upon thresholds with the counterparties. The Company currently pledges cash and U.S. Treasury bonds to satisfy this collateral requirement. At December 31, 2001, $32,900,000 of fixed maturities was pledged as collateral and is included in other assets. No collateral was pledged at December 31, 2000.

OPTIONS

Options are legal contracts that give the contractholder the right to buy or sell a specific amount of the underlying interest at a strike price upon exercise of the option. The Company also utilizes options to hedge against stock market exposure inherent in the mortality and expense risk charges and guaranteed minimum death benefit features of the Company's variable annuities.

The Company's underlying notional or principal amounts associated with open derivatives positions were as follows (in 000's):

	Outstanding at December 31, 2001
	Notional
	Principal		Unrealized Gain
	Amounts		(Loss)
Interest rate swaps	$	1,327,496		$        (73,495)
Currency swaps		697,557		(22,918)
Equity swaps		259,607		(34,008)
Equity index options		1,428,323		81,000
Total	$	3,712,983		(49,421)

	Outstanding at December 31, 2000
	Notional Principal Amounts		Unrealized Gain (Loss)
Interest rate swaps	$	1,308,496		$        (40,432)
Currency swaps		370,554		1,839
Equity swaps		162,576		(16,883)
Total	$	1,841,626		$        (55,476)

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

3. INVESTMENTS (CONTINUED):

At December 31, 2001 and 2000, the unrealized gains (losses) on derivatives are included with other liabilities on the financial statements.

4. NET REALIZED INVESTMENT GAINS AND LOSSES

Net realized investment gains (losses) consisted of the following (in 000's):

		2001		2000	1999
Fixed maturities			$        29,694	$         (14,962)	$         4,846
Mortgage and other loans		(2,557)		2,057	1,981
Real estate		1,150		5,211	(742)
Derivative instruments			1,261	2,768	2,945
Short term investments			196	(22)	4
Write-down of fixed maturities			(6,050)	(14,956)	(6,689)
	Total	$         23,694		$          (19,904)	$         2,345

5. NET INVESTMENT INCOME

Net investment income consisted of the following (in 000's):

		2001	2000	1999
Fixed maturities		$        320,810	$        265,608	$       254,390
Equity securities		-	-	(33)
Mortgage and other loans		73,050	77,807	90,638
Real estate		5,961	8,868	6,829
Policy loans		2,967	3,047	3,172
Derivatives		(127,322)	(66,773)	17,671
Other		10,802	4,664	(1,416)
	Gross investment income	286,268	293,221	371,251
Less: Investment expenses		3,706	5,510	6,273
	Net investment income	$        282,562	$        287,711	$       364,978

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

6. FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS 107 "Disclosure about Fair Value of Financial Instruments" excludes certain insurance liabilities and other non-financial instruments from its disclosure requirements. The fair value amounts presented herein do not include the expected interest margin (interest earnings over interest credited) to be earned in the future on investment-type products or other intangible items. Accordingly, the aggregate fair value amounts presented herein do not necessarily represent the underlying value of the Company; likewise, care should be exercised in deriving conclusions about the Company's business or financial condition based on the fair value information presented herein.

The following table presents the carrying amounts and estimated fair values of the Company's financial instruments at December 31, 2001 and 2000 (in 000's):

		December 31, 2001		December 31, 2000
		Carrying	Estimated	Carrying	Estimated
		Amount	Fair Value	Amount	Fair Value
Financial assets:
	Cash and cash equivalents	$              180,141	$              180,141	$              390,049	$              390,049
	Fixed maturities	3,739,277	3,739,277	3,749,567	3,695,679
	Short-term investments	103,296	103,296	112,077	112,077
	Mortgages	915,730	977,857	846,439	886,384
	Derivatives	(49,421)	(49,421)	(55,476)	(55,476)
	Policy loans	42,686	42,686	41,459	41,459
	Other invested assets	66,771	66,771	74,551	74,551
Financial liabilities:
	Guaranteed investment contracts	$           1,320,278	$           1,336,594	$           1,002,865	$              998,544
	Contractholder deposit funds	1,603,391	1,591,474	2,129,758	2,090,197
	Fixed annuity contracts	88,400	86,031	102,637	98,337
	Interest sensitive life insurance	116,967	117,045	114,198	116,900
	Long-term debt	565,000	596,218	565,000	510,962
	Partnership Capital Securities	607,826	619,656	607,826	553,938

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

6. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED):

The fair values of cash and cash equivalents are estimated to be cost plus accrued interest which approximates fair value. The fair values of short-term bonds are estimated to be the amortized cost. The fair values of publicly traded fixed maturities are based upon market prices or dealer quotes. For privately placed fixed maturities, fair values are estimated by taking into account prices for publicly traded securities of similar credit risk, maturity, repayment and liquidity characteristics. The fair values of mortgage and other loans are estimated by discounting future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Policy loans are stated at unpaid principal balances, which approximate fair value.

The fair values of the Company's general account insurance reserves and contractholder deposits under investment-type contracts (insurance, annuity and pension contracts that do not involve mortality or morbidity risks) are estimated using discounted cash flow analyses or surrender values based on interest rates currently being offered for similar contracts with maturities consistent with those remaining for all contracts being valued. Those contracts that are deemed to have short-term guarantees have a carrying amount equal to the estimated market value.

The fair values of other deposits with future maturity dates are estimated using discounted cash flows.

The fair value of notes payable and other borrowings are estimated using discounted cash flow analyses based upon the Company's current incremental borrowing rates for similar types of borrowings. The carrying amount of all other assets is assumed to approximate fair value.

7. REINSURANCE

INDIVIDUAL INSURANCE

The Company had several agreements with Sun Life Assurance Company of Canada, which provided that Sun Life Assurance Company of Canada would reinsure the mortality risk and certain ancillary benefits under various individual life insurance contracts sold by the Company. Under these agreements, basic death benefits and supplementary benefits were reinsured on a yearly renewable term basis and coinsurance basis, respectively. The effective dates of these agreements were June 1, 1982, November 1, 1986, and January 1, 1987. These agreements were terminated on December 31, 2000.

The Company had an agreement with an unrelated company that provided reinsurance of a small block of individual life insurance contracts on a modified coinsurance basis. This agreement was terminated on December 31, 2000.

The Company has agreements with Sun Life Assurance Company of Canada and with other unrelated companies which provide for reinsurance of certain mortality risks associated with the individual and corporate owned life insurance (COLI) contracts. These amounts are reinsured on a yearly renewable term basis.

GROUP INSURANCE

The Company has an agreement with Sun Life Assurance Company of Canada whereby Sun Life Assurance Company of Canada reinsures the mortality risks of the group life insurance contracts. Under this agreement, certain death benefits are reinsured on a yearly renewable term basis.

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

7. REINSURANCE (CONTINUED):

The Company has an agreement with an unrelated company whereby the unrelated company reinsures the morbidity risks of the group long-term disability contracts. Under this agreement, certain long-term disability benefits are reinsured on a yearly renewable term basis.

The effects of reinsurance were as follows (in 000's):

		For the Years Ended December 31,
			2001	2000	1999
Insurance premiums:
	Direct		$              43,980	$             51,058	$             54,662
	Assumed		-	-	-
	Ceded		2,971	6,255	9,595
Net premiums			$              41,009	$              44,803	$              45,067
Insurance and other individual policy benefits and    claims:
	Direct		$            314,750	$            346,411	$           342,284
	Assumed		-	-	-
	Ceded		5,063	8,077	7,433
Net policy benefits and claims			$            309,687	$           338,334	$           334,851

The Company is contingently liable for the portion of the policies reinsured under each of its existing reinsurance agreements in the event the reinsurance companies are unable to pay their portion of any reinsured claim. Management believes that any liability from this contingency is unlikely. However, to limit the possibility of such losses, the Company evaluates the financial condition of its reinsurers and monitors concentration of credit risk.

8. RETIREMENT PLANS:

PENSION PLAN

The Company and its subsidiaries participate with Sun Life Assurance Company of Canada in a non-contributory defined benefit pension plan covering essentially all employees. Benefits under all plans are based on years of service and employees' average compensation. The Company's funding policies for the pension plans are to contribute amounts which at least satisfy the minimum amount required by the Employee Retirement Income Security Act of 1974 ("ERISA"); currently the plans are fully funded. Most pension plan assets consist of separate accounts of Sun Life Assurance Company of Canada or other insurance company contracts.

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

8. RETIREMENT PLANS (CONTINUED):

The following table sets forth the change in the pension plan's projected benefit obligations and assets, as well as the plan's funded status at December 31, 2001, 2000, and 1999 (in 000's):

	Year ended December 31,
	2001	2000		1999
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$          109,675		$          99,520	$         110,792
Service cost	5,968		5,242	5,632
Interest cost	8,698		7,399	6,952
Actuarial loss (gain)	20,089		579	(21,480)
Benefits paid	(3,825)		(3,065)	(2,376)
Projected benefit obligation at end of year	$ 140,605	$           109,675		$           99,520
Change in fair value of plan assets:
Fair value of plan assets at beginning of year	$          163,204		$          158,271	$         151,575
Actual return on plan assets	17,888		8,218	9,072
Benefits paid	(3,825)		(3,285)	(2,376)
Fair value of plan assets at end of year	$          177,267		$          163,204	$         158,271
Funded status	$            36,662		$            53,529	$           58,752
Unrecognized net actuarial loss	5,341		(12,620)	(20,071)
Unrecognized transition obligation	(18,766)		(20,561)	(22,617)
Unrecognized prior service cost	5,922		6,501	7,081
Prepaid benefit cost	$           29,159		$            26,849	$          23,145

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

8. RETIREMENT PLANS (CONTINUED):

The following table sets forth the components of the net periodic pension cost for the years ended December 31, 2001, 2000, and 1999 (in 000's).

	Year Ended December 31,
	2001	2000	1999
Components of net periodic benefit cost:
Service cost	$                 5,968	$               5,242	$              5,632
Interest cost	8,698	7,399	6,952
Expected return on plan assets	(14,502)	(13,723)	(12,041)
Amortization of transition obligation asset	(2,093)	(2,056)	(2,056)
Amortization of prior service cost	580	580	580
Recognized net actuarial gain	(492)	(1,146)	(554)
Net periodic benefit cost	$              (1,841)	$            (3,704)	$            (1,487)
The Company's share of net periodic benefit cost	$                1,006	$                  805	$                  736

The projected benefit obligations were based on calculations that utilize certain assumptions. The assumed weighted average discount rate was 7.0% for the year ended December 31, 2001. The assumed weighted average discount rate for 2000 and 1999 was 7.5%. The expected return on plan assets for 2001, 2000 and 1999 was 8.75% and the assumed rate of compensation increase for 2001, 2000 and 1999 was 4.50%.

The Company and certain subsidiaries also participate with Sun Life Assurance Company of Canada and certain affiliates in a 401(k) savings plan for which substantially all employees are eligible. Under the various plans the Company matches, up to specified amounts, employees' contributions to the plan. The Company's contributions were $462,000, $354,000 and $284,000 for the years ended December 31, 2001, 2000, and 1999, respectively.

OTHER POST-RETIREMENT BENEFIT PLANS

In addition to pension benefits, the Company and certain subsidiaries provide certain health, dental, and life insurance benefits ("postretirement benefits") for retired employees and dependents. Substantially all employees of the participating companies may become eligible for these benefits if they reach normal retirement age while working for the Company, or retire early upon satisfying an alternate age plus service condition. Life insurance benefits are generally set at a fixed amount. The following table sets forth the change in other postretirement benefit plans' obligations and assets, as well as the plans' funded status at December 31, 2001, 2000, and 1999 (in 000's).

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

8. RETIREMENT PLANS (CONTINUED):

	Year Ended December 31,
	2001	2000	1999
Change in benefit obligation:
Benefit obligation at beginning of year	$              17,085	$             12,217	$             10,419
Service cost	624	529	413
Interest cost	1,296	1,139	845
Actuarial loss	10,956	3,665	1,048
Benefits paid	(792)	(465)	(508)
Benefit obligation at end of year	$               29,169	$             17,085	$             12,217
Change in fair value of plan assets:
Fair value of plan assets at beginning of year	$                        -	$                       -	$                       -
Employer contributions	792	465	508
Benefits paid	(792)	(465)	(508)
Fair value of plan assets at end of year	$                        -	$                       -	$                       -
Funded Status	$            (29,169)	$           (17,085)	$           (12,217)
Unrecognized net actuarial loss	15,738	4,914	1,469
Unrecognized transition obligation	50	95	140
Prepaid (accrued) benefit cost	$            (13,381)	$           (12,076)	$           (10,608)

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

8. RETIREMENT PLANS (CONTINUED):

The following table sets forth the components of the net periodic postretirement benefit costs for the years ended December 31, 2001, 2000, and 1999 (in 000's).

	2001	2000	1999
Components of net periodic benefit cost
Service cost	$                   624	$                    529	$                    413
Interest cost	1,296	1,139	845
Amortization of transition obligation(asset)	45	45	45
Recognized net actuarial loss (gain)	381	219	164
Net periodic benefit cost	$                2,346	$                1,932	$                1,467
The Company's share of net periodic benefit cost	$                    256	$                    219	$                     185

In order to measure the postretirement benefit obligation at December 31, 2001 the Company assumed a 16.0% annual rate of increase in the per capita cost of covered health care benefits (5.5% for dental benefits). In addition, medical cost inflation is assumed to be 12% in 2002 and assumed to decrease gradually to 5.5% for 2013 and remain at that level thereafter. Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. For example, increasing the health care cost trend rate assumptions by one percentage point in each year would increase the accumulated postretirement benefit obligation at December 31, 2001 by $6.1 million, and the aggregate of the service and interest cost components of net periodic postretirement benefit expense for 2001 by $465,000. Conversely, decreasing assumed rates by one percentage point in each year would decrease the accumulated postretirement benefit obligation at December 31, 2001 by $5.0 million, and the aggregate of the service and interest cost components of net periodic postretirement benefit expense for 2001 by $369,000. The assumed weighted average discount rate used in determining the postretirement benefit obligation was 7.0% for 2001 and 7.5% for 2000 and 1999.

9. FEDERAL INCOME TAXES

The Company and its subsidiaries file a consolidated federal income tax return with Sun Life Assurance Company of Canada - U.S. Operations Holdings, Inc. as previously described in Note 1. Federal income taxes are calculated as if the Company was filing a separate federal income tax return. A summary of the components of federal income tax expense (benefit) in the consolidated statements of income for the years ended December 31, 2001, 2000 and 1999 was as follows (in 000's):

		2001		2000		1999
Federal income tax expense (benefit):
Current	$	(81,820)	$	(8,536)	$	18,570
Deferred		58,498		(53,145)		10,210
Total	$	(23,322)	$	(61,681)	$	28,780

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

9. FEDERAL INCOME TAXES (CONTINUED)

Federal income taxes attributable to the consolidated operations are different from the amounts determined by multiplying income before federal income taxes by the expected federal income tax rate of 35%. The Company's effective rate differs from the federal income tax rate as follows:

		2001		2000		1999
Expected federal income tax expense	$	(13,435)	$	(21,455)	$	28,969
Low income housing credit		(6,138)		(5,805)		(6,348)
Additional tax provision		(4,200)		(35,897)		6,851
Other		451		1,476		(692)
Federal income tax expense	$	(23,322)	$	(61,681)	$	28,780

The deferred income tax (asset) liability represents the tax effects of temporary differences between the carrying amounts of assets and liabilities used for financial reporting purposes and the amounts used for income tax purposes. The components of the Company's deferred tax (assets) and liabilities as of December 31, 2001 and 2000 were as follows (in 000's):

	2001	2000
Deferred tax assets:
Actuarial liabilities	$               92,323	$             177,709
Other	38,870	845
Total deferred tax assets	$             131,193	$             178,554
Deferred tax liabilities:
Deferred policy acquisition costs	(181,647)	(189,447)
Investments, net	(48,710)	(30,513)
Total deferred tax liabilities	$           (230,357)	$          (219,960)
Net deferred tax liabilities	$             (99,164)	$            (41,406)

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

9. FEDERAL INCOME TAXES (CONTINUED)

The Company makes payments under the tax sharing agreements as if it were filing as a separate company.

The Company's federal income tax returns are routinely audited by the Internal Revenue Service ("IRS"), and provisions are made in the consolidated financial statements in anticipation of the results of these audits. The Company is currently under audit by the IRS for the years 1994 and 1995. In the Company's opinion, adequate tax liabilities have been established for all years and any adjustments that might be required for the years under audit will not have a material effect on the Company's financial statements. However, the amounts of these tax liabilities could be revised in the future if estimates of the Company's ultimate liability are revised.

10. LIABILITY FOR UNPAID CLAIMS AND CLAIMS ADJUSTMENT EXPENSES

Activity in the liability for unpaid claims and claims adjustment expenses related to the group life and group disability products is summarized below (in 000's):

		2001	2000
Balance at January 1		$          20,574			$        17,755
Less reinsurance recoverables		(5,067)			(4,036)
Net balance at January 1		15,507			13,719
Incurred related to:
	Current year	11,354			10,670
	Prior years	(786)			(14)
Total incurred		10,568			10,656
Paid losses related to:
	Current year	(5,446)			(5,473)
	Prior years	(3,092)		(3,395)
Total paid		(8,538)		(8,868)
Net balance at December 31		23,615		20,574
Less reinsurance recoverables		(6,078)		(5,067)
Balance at December 31		$          17,537		$        15,507

The Company regularly updates its estimates of liabilities for unpaid claims and claims adjustment expenses as new information becomes available and further events occur which may impact the resolution of unsettled claims for its individual and group disability lines of business. Changes in prior estimates are recorded in results of operations in the year such changes are determined to be needed.

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

11. DEFERRED POLICY ACQUISITION COSTS

The following illustrates the changes to the deferred policy acquisition costs (in 000's):

	2001	2000
Balance at January 1	$          761,988	$       686,278
Acquisition costs deferred	137,879	206,869
Amortized to expense during the year	(120,733)	(123,832)
Adjustment for unrealized investment gains (losses) during the year	(13,418)	(7,327)
Balance at December 31	$          765,716	$       761,988

12. SEGMENT INFORMATION

The Company offers financial products and services such as fixed and variable annuities, guaranteed investment contracts, retirement plan services, and life insurance on an individual and group basis, as well as disability insurance on a group basis. Within these areas, the Company conducts business principally in three operating segments and maintains a corporate segment to provide for the capital needs of the three operating segments and to engage in other financing related activities. Net investment income is allocated based on segmented assets by line of business.

The Wealth Management segment markets and administers individual and group variable annuity products, individual and group fixed annuity products which include market value adjusted annuities, and other retirement benefit products. The Company began offering guaranteed investment contracts to unrelated third parties in overseas markets during the second quarter of 2000. These contracts may contain any of a number of features including variable or fixed interest rates and equity index options and may be denominated in foreign currencies. The Company uses derivative instruments to manage the risks inherent in the contract options.

The Individual Protection segment markets and administers a variety of life insurance products sold to individuals and corporate owners of life insurance. The products include whole life, universal life and variable life products.

The Group Protection segment markets and administers group life and long-term disability insurance to small and mid-size employers in the State of New York.

The Corporate segment includes the unallocated capital of the Company, its debt financing, and items not otherwise attributable to the other segments. Management evaluates the results of the operating segments on an after-tax basis. The Company does not materially depend on one or a few customers, brokers or agents.

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

12. SEGMENT INFORMATION (CONTINUED)

The following amounts pertain to the various business segments (in 000's):

<PAGE>	Year ended December 31, 2001
			Pretax
	Total	Total	Income	Net Operating	Total
	Revenues	Expenditures	(Loss)	Income (Loss)	Assets
Wealth Management	$     494,231	$           527,615	$ (30,855)	$       (11,795)	$  20,281,474
Individual Protection	32,345	28,383	3,962	3,443	1,685,589
Group Protection	19,407	15,930	3,477	2,641	38,105
Corporate	85,322	104,692	(21,899)	(12,170)	304,570
Total	$     631,305	$           676,620	$ (45,315)	$       (17,881)	$  22,309,738
	Year ended December 31, 2000
Wealth Management	$     533,517	$           556,864	$ (23,347)	$         (6,911)	$  22,094,736
Individual Protection	44,206	44,477	(271)	(176)	1,242,549
Group Protection	17,194	15,350	1,844	1,199	30,514
Corporate	15,552	55,025	(39,473)	8,419	689,869
Total	$     610,469	$           671,716	$ (61,247)	$           2,531	$  24,057,668
	Year ended December 31, 1999
Wealth Management	$    563,836	$         460,788	$ 103,048	$         73,002	$  20,911,529
Individual Protection	17,625	18,001	(376)	198	302,100
Group Protection	16,415	15,541	874	568	27,286
Corporate	31,996	52,731	(20,735)	(20,036)	243,998
Total	$     629,872	$         547,061	$   82,811	$         53,732	$  21,484,913

13. REGULATORY FINANCIAL INFORMATION

The insurance subsidiaries are required to file annual statements with state regulatory authorities prepared on an accounting basis prescribed or permitted by such authorities (statutory basis). Statutory surplus differs from shareholder's equity reported in accordance with GAAP for stock life insurance companies primarily because policy acquisition costs are expensed when incurred, reserves are based on different assumptions, investments are valued differently, post-retirement benefit costs are based on different assumptions and reflect a different method of adoption, and deferred income taxes are calculated differently. The statutory financials are not prepared on a consolidated basis.

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

13. REGULATORY FINANCIAL INFORMATION (CONTINUED):

The Company's statutory surplus and net income (loss) are as follows (in 000's):

	Year ended December 31,
	2001	2000	1999
Statutory surplus and capital	$     769,520	$   940,335	$     886,342
Statutory net (loss) income	$   (137,139)	$        (236)	$       90,358

The Company prepares its statutory financial statements in conformity with accounting practices prescribed or permitted by the State of Delaware. Effective January 1, 2001, the State of Delaware required that insurance companies domiciled in the State of Delaware prepare their statutory basis financial statements in accordance with the NAIC Accounting Practices and Procedures manual, version effective January 1, 2001, subject to any deviations prescribed or permitted by the Insurance Commissioner of the State of Delaware.

Accounting changes adopted to conform to the provisions of the NAIC Accounting Practices and Procedures manual, version effective January 1, 2001, are reported as changes in accounting principles in the statutory financial statements. The cumulative effect of changes in accounting principles is reported as an adjustment to unassigned funds (surplus) in the period of the change in accounting principle. The cumulative effect is the difference between the amount of capital and surplus at the beginning of the year and the amount of capital and surplus that would have been reported at that date if the new accounting principles had been applied retroactively for all prior periods. As a result of these changes, the Company reported a change of accounting principle in its statutory financial statements, as an adjustment that increased unassigned funds (surplus), of $25,924,000 as of January 1, 2001. This adjustment is due to $25,454,000 of net deferred tax assets established as of January 1, 2001 offset by an increase of $470,000 in the valuation of the Company's obligation for postretirement benefits other than pensions ("PBOP") on a NAIC basis as of January 1, 2001.

14. DIVIDEND RESTRICTIONS

The Company and its insurance subsidiary's ability to pay dividends are subject to certain restrictions. Delaware and New York have enacted laws governing the payment of dividends to stockholders by insurers. These laws affect the dividend paying ability of the Company and Sun Life Insurance and Annuity Company of New York. Pursuant to Delaware's statute, the maximum amount of dividends and other distributions that an insurer may pay in any twelve-month period, without prior approval of the Delaware Commissioner of Insurance, is limited to the greater of (i) 10% of its statutory surplus as of the preceding December 31, or (ii) the individual company's statutory net gain from operations for the preceding calendar year (if such insurer is a life company), or its net income (not including realized capital gains) for the preceding calendar year (if such insurer is not a life company). Any dividends to be paid by an insurer, whether or not in excess of the aforementioned threshold, from a source other than statutory surplus, would also require the prior approval of the Delaware Commissioner of Insurance. Dividends in the amounts of $15,000,000, $10,000,000 and $80,000,000 were declared and paid by the Company to its parent, Sun Life of Canada (U.S.) Holdings, Inc. during 2001, 2000, and 1999, respectively.

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

14. DIVIDEND RESTRICTIONS (CONTINUED)

On September 20, 2000, New York insurance law was amended to permit a domestic stock life insurance company to distribute a dividend to its shareholders, without notice to the Superintendent of Insurance of the State of New York, where the aggregate amount of such dividend in any calendar year does not exceed the lesser of: (1) ten percent of its surplus to policyholders as of the immediately preceding calendar year; or (2) its net gain from operations for the immediately preceding calendar year, not including realized capital gains. Under the previous law, domestic stock life insurers were prohibited from distributing any dividends to shareholders unless the insurer filed a notice of its intention to declare a dividend and its amount with the Superintendent at least 30 days in advance of the proposed declaration, and such proposed distribution was not disapproved by the Superintendent. No dividends were paid during 2001. Dividends in the amount of $4,700,000 and $6,500,000 were declared and paid during 2000 and 1999, respectively, by the Sun Life Insurance and Annuity Company of New York to the Company. These dividends were approved by the Board of Directors and the State of New York Insurance Department.

15. COMMITMENTS AND CONTINGENCIES

REGULATORY AND INDUSTRY DEVELOPMENTS

Unfavorable economic conditions may contribute to an increase in the number of insurance companies that are under regulatory supervision. This may result in an increase in mandatory assessments by state guaranty funds, or voluntary payments by solvent insurance companies to cover losses to policyholders of insolvent or rehabilitated companies. Mandatory assessments, which are subject to statutory limits, can be partially recovered through reduction in future premium taxes in some states. The Company is not able to reasonably estimate the potential effect on it of any such future assessments. Under insurance guaranty fund laws in each state, the District of Columbia and Puerto Rico, insurers licensed to do business can be assessed by state insurance guaranty associations for certain obligations of insolvent insurance companies to policyholders and claimants. Recent regulatory actions against certain large life insurers encountering financial difficulty have prompted various state insurance guaranty associations to begin assessing life insurance companies for the deemed losses. Most of these laws do provide, however, that an assessment may be excused or deferred if it would threaten an insurer's solvency and further provide annual limits on such assessments. Part of the assessments paid by the Company and its subsidiaries pursuant to these laws may be used as credits for a portion of the associated premium taxes.

LITIGATION

The Company is not aware of any contingent liabilities arising from litigation, income taxes and other matters beyond the ordinary course of business that could have a material effect upon the financial condition of the Company.

LINES OF CREDIT

The Company has syndicated two lines of credit each in the amount of $250 million. There are 14 banks in the syndicate of lenders, which is led by Chase Bank, New York. The banks have committed to lend funds of up to $500 million when requested by the Company at prevailing rates determined in accordance with the line of credit agreements. One line of credit terminates October 2002, the other in October 2003. As of December 31, 2001, no amounts have been borrowed.

<PAGE>

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

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

NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 2001, 2000 and 1999

LEASE COMMITMENTS

The Company leases various facilities and equipment under operating leases with terms of up to 25 years. As of December 31, 2001, minimum future lease payments under such leases are as follows (in 000's):

2002	$     1,924
2003	294
2004	196
Total	$     2,414

Total rental expense for the years ended December 31, 2001, 2000 and 1999 was $6,936,000, $5,002,000, and $4,656,000, respectively.

16. DISCONTINUED OPERATIONS

During 1999, the Company discontinued its individual disability segment and its banking and trust segment. These segments were composed of Massachusetts Casualty Insurance Company ("MCIC") and New London Trust, F.S.B. ("NLT"), which were both sold during 1999 to separate, unaffiliated parties. Net proceeds on the sale of MCIC were approximately $33,965,000 and the Company realized a net loss after taxes of $25,465,000. Net proceeds on the sale of NLT were approximately $30,000,000; the Company realized a net gain after taxes of $13,170,000. Immediately before the sale date of NLT, the Company received a $19 million dividend distribution from NLT.

There were no results from discontinued operations in 2001 and 2000. Income from discontinued operations for the year ended December 31, 1999 were as follows (in 000's):

	1999
Revenue	$             22,667
Expenses	21,430
Provision for income taxes	203
Income from discontinued operations	$               1,034

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholder of Sun Life Assurance Company of Canada (U.S.):

We have audited the accompanying consolidated balance sheets of Sun Life Assurance Company of Canada (U.S.) and its subsidiaries (the "Company") as of December 31, 2001 and 2000, and the related consolidated statements of income, comprehensive income, stockholder's equity and of cash flows for each of the three years in the period ended December 31, 2001. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Sun Life Assurance Company of Canada (U.S.) and its subsidiaries as of December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, effective January 1, 2001, the Company adopted the provisions of Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities".

Deloitte & Touche LLP

Boston, Massachusetts

February 15, 2002

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<PAGE>

PART C

OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

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(a)	The following Financial Statements are included in the Registration Statement:
	A.	Condensed Financial Information - Accumulation Unit Values
		(Part A)
	B.	Financial Statements of the Depositor (Part B)
		Audited:
		1.	Consolidated Statements of Income, Years Ended December 31, 2001, 2000 and 1999;
		2.	Consolidated Balance Sheets, December 31, 2001 and 2000,
		3.	Consolidated Statements of Comprehensive Income, Years Ended December 31, 2001, 2000 and 1999
		4.	Consolidated Statements of Stockholder's Equity, Years Ended December 31, 2001, 2000 and 1999;
		5.	Consolidated Statements of Cash Flows, Years Ended December 31, 2001, 2000 and 1999;
		6.	Notes to Consolidated Financial Statements; and
		7.	Independent Auditors' Report.
	C.	Financial Statements of the Registrant (Part B)
		1.	Statement of Condition, December 31, 2001;
		2.	Statement of Operations, Year Ended December 31, 2001;
		3.	Statements of Changes in Net Assets, Years Ended December 31, 2001 and December 31, 2000;
		4.	Notes to Financial Statements; and
		5.	Independent Auditors' Report.

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(b) The following Exhibits are incorporated in the Registration Statement by reference unless otherwise indicated:

	(1)	Resolution of Board of Directors of the Depositor dated December 3, 1985 authorizing the establishment of the Registrant (Incorporated herein by reference to Exhibit 1 to Registrant's Registration Statement on Form N-4, File No. 333-37907, filed on October 14, 1997);
	(2)	Not Applicable;
	(3)(a)	Form of Marketing Services Agreement between Sun Life Assurance Company of Canada (U.S.), Sun Life of Canada (U.S.) Distributors, Inc. and Clarendon Insurance Agency, Inc. (Incorporated herein by reference to Exhibit 3(a) to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-4, File No. 333-37907, filed on January 16, 1998);
	(3)(b)(i)	Specimen Sales Operations and General Agent Agreement (Incorporated herein by reference to Exhibit 3(b)(i) to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-4, File No. 333-37907, filed on January 16, 1998);
	(3)(b)(ii)	Specimen Broker-Dealer Supervisory and Service Agreement (Incorporated herein by reference to Exhibit 3(b)(ii) to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-4, File No. 333-37907, filed on January 16, 1998);
	(3)(b)(iii)	Specimen Registered Representatives Agent Agreement (Incorporated herein by reference to Exhibit 3(b)(iii) to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-4, File No. 333-37907, filed on January 16, 1998);
	(4)(a)	Form of Flexible Payment Combination Fixed/Variable Group Annuity Contract;*
	(4)(b)	Form of Certificate to be issued in connection with Contract filed as Exhibit 4(a) (Incorporated by reference to Exhibit 4(b) to Registrant's Registration Statement on Form N-4, File No. 333-74844, filed on December 10, 2001);
	(4)(c)	Form of Flexible Payment Combination Fixed/Variable Individual Annuity Contract;*
	(5)(a)	Form of Application to be used with Contract filed as Exhibit 4(a)*;
	(5)(b)	Form of Application to be used with Certificate filed as Exhibit 4(b) and Contract filed as Exhibit 4(c)*;
	(6)(a)	Certificate of Incorporation and By-laws of the Depositor (Incorporated herein by reference to Exhibits 3(a) and 3(b), respectively, to Depositor's Registration Statement on Form S-1, File No. 333-37907, filed on October 14, 1997);
	(6)(b)	By-Laws of the Depositor, as amended effective as of January 1, 2000 (Filed as Exhibit 6(b) to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-4, File No. 333-05846, filed on June 9, 2000);
	(7)	Not Applicable;
	(8)(a)	Form of Participation Agreement by and between The Alger American Fund, the Depositor, and Fred Alger and Company, Incorporated (Filed as Exhibit 8(a) to Post-Effective Amendment No. 13 to Registrant's Registration Statement on Form N-4, File No. 33-41628, filed on April 23, 1999);
	(8)(b)(i)	Form of Participation Agreement dated February 17, 1998 by and between Goldman Sachs Variable Insurance Trust, Goldman Sachs & Co. and the Depositor (Filed as Exhibit 8(b)(i) to Post-Effective Amendment No. 13 to Registrant's Registration Statement on Form N-4, File No. 33-41628, filed on April 23, 1999);
	(8)(b)(ii)	Form of Amendment No. 1 dated December 14, 1998 to Participation Agreement filed as Exhibit 8(b)(i) (Filed as Exhibit 8(b)(ii) to Post-Effective Amendment No. 13 to Registrant's Registration Statement on Form N-4, File No. 33-41628, filed on April 23, 1999);
	(8)(b)(iii)	Form of Amendment No. 2 dated as of March 15, 1999 to Participation Agreement filed as Exhibit 8(b)(i) (Filed as Exhibit 8(b)(iii) to Post-Effective Amendment No. 13 to Registrant's Registration Statement on Form N-4, File No. 33-41628, filed on April 23, 1999);
	(8)(c)	Form of Participation Agreement dated February 17, 1998 by and among MFS/Sun Life Services Trust, the Depositor and Massachusetts Financial Services Company (Filed as Exhibit 8(d) to Post-Effective Amendment No. 13 to Registrant's Registration Statement on Form N-4, File No. 33-41628, filed on April 23, 1999);
	(8)(d)	Form of Participation Agreement dated February 17, 1998 by and among the Depositor, AIM Variable Insurance Funds, Inc., AIM Distributors, Inc., and Clarendon Insurance Agency, Inc. (Filed as Exhibit 8(g) to Post-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-4, File No. 333-82957, filed on February 3, 2000);
	(8)(e)	Form of Participation Agreement dated August 18, 1999 by and among the Depositor, Sun Capital Advisers Trust and Sun Capital Advisers, Inc. (Filed as Exhibit 8(h) to Post-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-4, File No. 333-82957, filed on February 3, 2000);
	(8)(f)	Form of Participation Agreement dated April 30, 2001 by and among Rydex Variable Trust, Rydex Distributors, Inc., and Sun Life Assurance Company of Canada (U.S.). (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Registration Statement on Form N-4 File No. 333-82957, filed July 27, 2001.)
	(8)(g)	Form of Participation Agreement dated April 15, 2001 by and among Sun Life Assurance Company of Canada (U.S.), INVESCO Variable Investment Funds, Inc., INVESCO Funds Group Inc., and INVESCO Distributors, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Registration Statement on Form N-4 File No. 333-82957, filed July 27, 2001.)
	(8)(h)(i)	Form of Participation Agreement dated December 1, 1996 by and among Sun Life Assurance Company of Canada (U.S.), Variable Insurance Products Funds, and Fidelity Distributors Corporation. (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-6 File No. 333-13087, filed January 1, 1997.)
	(8)(h)(ii)	Form of Amendment No. 1 dated May 1, 2001 to the Participation Agreement by and among Sun Life Assurance Company of Canada (U.S.), Variable Insurance Products Funds, and Fidelity Distributors Corporation. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Registration Statement on Form N-4 File No. 333-82957, filed July 27, 2001.)
	(8)(i)	Form of Participation Agreement dated May 1, 2001 by and among Sun Life Assurance Company of Canada (U.S.), the Depositor, Alliance Capital Management L.P., and Alliance Fund Distributors, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Registration Statement on Form N-4 File No. 333-82957, filed July 27, 2001.)
	(8)(j)	Form of Participation Agreement dated February 17, 1998 by and among Sun Life Assurance Company of Canada (U.S.), Lord Abbett Series Fund, Inc. and Lord, Abbett & Co. (To be Filed by Amendment)
	(8)(k)	Form of Participation Agreement (Incorporated by reference to Exhibit 8(k) to Registrant's Registration Statement on Form N-4, File No. 333-74844, filed on December 10, 2001);
	(9)	Opinion of Counsel (Incorporated by reference to Exhibit 9 to Registrant's Registration Statement on Form N-4, File No. 333-74844, filed on December 10, 2001);
	(10)(a)	Consent of Independent Auditors;*
	(11)	Financial Statement Schedules I and VI (Incorporated herein by reference to the Depositor's Form 10-K Annual Report for the fiscal year ended December 31, 1999, filed on March 22, 2000);
	(12)	Not Applicable;
	(13)	Schedule for Computation of Performance Quotations (Incorporated by reference to Exhibit 13 to Post-Effective Amendment No. 10 to Registrant's Registration Statement on Form N-4, File No. 33-41628, filed on April 29, 1998);
	(14)	Not Applicable;
	(15)	Powers of Attorney (Incorporated by reference from Exhibit 15 to Post-Effective Amendment No. 3 to the Registration Statement on Form N-4, File No. 333-30844, filed on February 9, 2001);
<R>	(16)	Organizational Chart (Incorporated by reference to Exhibit 16 to Pre-Effective Amendment No. 1to the Registration Statement of the Registrant on Form N-4, File No. 333-74844, filed on February 14, 2002.)

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* Filed herewith

Item 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

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Name and	Principal Positions and Officers
Business Address	With Depositor
Donald A. Stewart	Chairman and Director
150 King Street West
Toronto, Ontario
Canada M5H 1J9
C. James Prieur	Vice Chairman and Director
150 King Street West
Toronto, Ontario
Canada M5H 1J9
James A. McNulty, III	President and Director
One Sun Life Executive Park
Wellesley Hills, MA 02481
David D. Horn	Director
257 Lake Street
P.O. Box 24
New Vineyard, ME 04956
Angus A. MacNaughton	Director
481 Kingswood Lane
Danville, CA 94506
S. Caesar Raboy	Director
220 Boylston Street
Boston, MA 02110
William W. Stinson	Director
1001 13th Avenue S.W
Calgary, Alberta
Canada T2R 0L5
James C. Baillie	Director
Torys
Suite 300, Maritime Life Tower
Toronto, Ontario MSK 1N2
James M.A. Anderson	Vice President, Investments
One Sun Life Executive Park
Wellesley Hills, MA 02481
Robin L. Camara	Vice President, Human Resources &
One Sun Life Executive Park	Administrative Services
Wellesley Hills, MA 02481
Peter F. Demuth	Vice President, Chief Strategy and
One Sun Life Executive Park	Business Development Officer
Wellesley Hills, MA 02481
Mark W. DeTora	Vice President, Individual Insurance
One Sun Life Executive Park
Wellesley Hills, MA 02481
Ronald J. Fernandes	Vice President, Retirement Products and Services
112 Worcester Street
Wellesley Hills, MA 02481
Ellen B. King	Assistant Vice President and Senior Counsel and Secretary
One Sun Life Executive Park
Wellesley Hills, MA 02481
Philip K. Polkinghorn	Vice President, Retirement Products and Services
112 Worcester Street
Wellesley Hills, MA 02481
Davey S. Scoon	Vice President, and Chief Financial and Administrative
One Sun Life Executive Park	Officer & Treasurer
Wellesley Hills, MA 02481
Michael E. Shunney	Vice President, Group Insurance
One Sun Life Executive Park
Wellesley Hills, MA 02481
James R. Smith	Vice President & Chief Information Officer
One Sun Life Executive Park
Wellesley Hills, MA 02481
Robert P. Vrolyk	Vice President and Actuary
One Sun Life Executive Park
Wellesley Hills, MA 02481

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Item 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT

No person is directly or indirectly controlled by the Registrant. The Registrant is a separate account of Sun Life Assurance Company of Canada (U.S.), a wholly-owned subsidiary of Sun Life of Canada (U.S.) Holdings, Inc., a wholly-owned subsidiary of Sun Life Assurance Company of Canada - U.S. Operations Holdings, Inc., which is in turn a wholly-owned subsidiary of Sun Life Assurance Company of Canada.

The organization chart of Sun Life Assurance Company of Canada is filed as Exhibit 16 to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-74844, filed February 14, 2002.

None of the companies listed in such Exhibit 16 is a subsidiary of the Registrant; therefore, the only financial statements being filed are those of Sun Life Assurance Company of Canada (U.S.).

Item 27. NUMBER OF CONTRACT OWNERS

<R>

As of March 28, 2002, there were no qualified and 6 non-qualified Contracts issued by the Depositor with respect to the securities registered pursuant to this Registration Statement.

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Item 28. INDEMNIFICATION

Pursuant to Section 145 of the Delaware Corporation Law, Article 8 of the By-laws of Sun Life Assurance Company of Canada (U.S.), as amended effective as of January 1, 2000 (a copy of which was filed as Exhibit 6(b) to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-4, File No. 333-30844) provides for the indemnification of directors, officers and employees of Sun Life Assurance Company of Canada (U.S.).

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Sun Life Assurance Company of Canada (U.S.) pursuant to the certificate of incorporation, by-laws, or otherwise, Sun Life (U.S.) has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Sun Life (U.S.) of expenses incurred or paid by a director, officer, controlling person of Sun Life (U.S.) in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Sun Life (U.S.) will submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Act, unless in the opinion of their counsel the matter has been settled by controlling precedent, and will be governed by the final adjudication of such issue.

Item 29. PRINCIPAL UNDERWRITERS

(a) Clarendon Insurance Agency, Inc., a wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.), acts as general distributor for the Registrant, Sun Life of Canada (U.S.) Variable Accounts C, D, E, G, H and I, Sun Life (N.Y.) Variable Accounts A, B and C, and Money Market Variable Account, High Yield Variable Account, Capital Appreciation Variable Account, Government Securities Variable Account, World Governments Variable Account, Total Return Variable Account, and Managed Sectors Variable Account.

<R>

Name and Principal	Positions and Officers
Business Address*	with Underwriter
William P. Franca	President
Davey S. Scoon	Treasurer and Director
James M.A. Anderson	Director
Ronald J. Fernandes	Director
James A. McNulty, III	Director
George E. Maden	Secretary and Clerk
William T. Evers	Assistant Secretary and Assistant Clerk
Norton A. Goss, II	Vice President & Chief Compliance Officer
Imants Saksons	Vice President
Michael L. Gentile	Vice President
John E. Coleman	Vice President
Nancy C. Atherton	Tax Officer

</R>

------------------------------

* The principal business address of all directors and officers of the principal underwriter, except Messrs. Fernandes and Franca, is One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481. The principal business address of Messrs. Fernandes and Franca is 112 Worcester Street, Wellesley Hills, MA 02481.

(b) Inapplicable.

Item 30. LOCATION OF ACCOUNTS AND RECORDS

Accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are maintained, in whole or in part, by Sun Life Assurance Company of Canada (U.S.) at its offices at One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481 or at the offices of Clarendon Insurance Agency, Inc., at One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481.

Item 31. MANAGEMENT SERVICES

Not Applicable.

Item 32. UNDERTAKINGS

The Registrant hereby undertakes:

(a)	To file a post-effective amendment to this Registration Statement as frequently as is necessary to ensure that the audited financial statements in the Registration Statement are never more than 16 months old for so long as payments under the variable annuity Contracts may be accepted;
(b)	To include either (1) as part of any application to purchase a Contract offered by the prospectus, a space that an Applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the Applicant can remove to send for a Statement of Additional Information;
(c)	To deliver any Statement of Additional Information and any financial statements required to be made available under SEC Form N-4 promptly upon written or oral request.
(d)	Representation with respect to Section 26(e) of the Investment Company Act of 1940: Sun Life Assurance Company of Canada (U.S.) represents that the fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the insurance company.
	The Registrant is relying on the no-action letter issued by the Division of Investment Management of the Securities and Exchange Commission to American Council of Life Insurance, Ref. No. IP-6-88, dated November 28, 1988, the requirements for which have been complied with by the Registrant.

SIGNATURES

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As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements of Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment and has caused this Post-Effective Amendment to be signed on its behalf, in the Town of Wellesley Hills, and Commonwealth of Massachusetts on this 19th day of April, 2002.

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SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT F

(Registrant)

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

(Depositor)

By: /s/ JAMES A. McNULTY, III

James A. McNulty, III

President

Attest:	/s/ SANDRA M. DaDALT
	Sandra M. DaDalt
	Senior Counsel

<PAGE>

As required by the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities with the Depositor, Sun Life Assurance Company of Canada (U.S.), and on the dates indicated.

<R>

SIGNATURE	TITLE	DATE
/s/ JAMES A. McNULTY, III	President and Director	April 19, 2002
James A. McNulty, III	(Principal Executive Officer)
/s/ DAVEY S. SCOON	Vice President, & Chief Financial and Administrative Officer & Treasurer	April 19, 2002
Davey S. Scoon	(Principal Financial and Accounting Officer)
/s/ SANDRA M. DADALT	Attorney-in-Fact for:	April 19, 2002
Sandra M. DaDalt	Donald A. Stewart, Chairman and Director
	C. James Prieur, Vice Chairman and Director
	David D. Horn, Director
	Angus A. McNaughton, Director
	S. Caesar Raboy, Director
	William W. Stinson, Director

</R>

<PAGE>

EXHIBIT INDEX

<R>

(10)(a)	Consent of Independent Auditors
(10) (b)	Representation of Counsel

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