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As Filed with the Securities and Exchange Commission on April 28, 2003

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REGISTRATION NO. 333-82957

811-05846

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO.9

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TO

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

AND

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AMENDMENT NO. 54

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TO

REGISTRATION STATEMENT UNDER THE INVESTMENT

COMPANY ACT OF 1940 /X/

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

EDWARD M. SHEA, ASSISTANT VICE PRESIDENT AND SENIOR COUNSEL

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

112 WORCESTER STREET WELLESLEY HILLS, MASSACHUSETTS 02481

(Name and Address of Agent for Service)

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

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

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

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    / X/ ON May 1, 2003 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 IF APPROPRIATE CHECK THE FOLLOWING BOX:

    / / THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE FOR A PREVIOUSLY FILED POST-EFFECTIVE AMENDMENT.

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PART A

PROSPECTUS

MAY 1, 2003

FUTURITY ACCOLADE

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.

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You may choose among a number of variable investment options and fixed interest options, depending upon when you purchased your Contract. The variable options are Sub-Accounts in the Variable Account, each of which invests in shares of one of the mutual funds or series thereof (the "Funds") listed below. The Funds are advised as follows: A I M Advisors, Inc. advises the AIM Variable Insurance Funds. Alliance Capital Management, LP advises the AllianceBernstein VP Portfolios. Arnhold and S. Bleichroeder Advisers, LLC advises the First Eagle Funds. Fidelity^(R) Management & Research Company advises the Fidelity VIP Portfolios. Fred Alger Management, Inc. advises the Alger American Funds. Goldman Sachs Asset Management, L.P. advises the Goldman Sachs VIT Funds. INVESCO Funds Group, Inc. advises the INVESCO VIF Funds. J.P. Morgan Investment Management Inc. advises the J.P. Morgan Series Trust II Portfolios. Lord, Abbett & Co. LLC advises the Lord Abbett Series Fund Portfolios. Massachusetts Financial Services Company advises the MFS/Sun Life Funds. Pacific Investment Management Company LLC advises the PIMCO VIT Portfolios. OpCap Advisors advises the OpCap Funds. Rydex Global Advisors advises the Rydex Funds. Sun Capital Advisers, Inc. advises the Sun Capital Funds; SC^SM Davis Funds (sub-advised by Davis Advisors); SC^SM Alger Funds (sub-advised by Fred Alger Management, Inc.); SC^SM Value Funds (sub-advised by OpCap Advisors); SC^SM Neuberger Berman Funds (sub-advised by Neuberger Berman Management, Inc.); and SC^SM Blue Chip Mid Cap Fund, SC^SM Investors Foundation Fund and SC^SM Select Equity Fund (all sub-advised by Wellington Management Company, LLP). Templeton^(R) Investment Counsel, LLC advises Templeton Foreign Securities Fund and Templeton^(R) Global Advisors Limited advises Templeton Growth Securities Fund.

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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.

We have filed a Statement of Additional Information dated May 1, 2003 (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 52 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. Any reference in this prospectus to receipt by us means receipt at the following service address:

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

P.O. Box 9133

Wellesley Hills, Massachusetts 02481

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.

Expenses associated with contracts offering a bonus credit may be higher than those associated with contracts that do not offer a bonus credit. The bonus credit may be more than offset by the charges associated with the credit.

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You can allocate your money among Sub-Accounts investing in the following Funds:

Large-Cap Value Equity Funds	Mid-Cap Value Equity Funds
AllianceBernstein VP Growth and Income Portfolio	First Eagle Overseas Variable Fund
Franklin Templeton VIP Trust Templeton Foreign	Lord Abbett Series Fund Mid Cap Value Portfolio
Securities Fund - Class 2	SCSM Neuberger Berman Mid Cap Value Fund
Franklin Templeton VIP Trust Templeton Growth	Mid-Cap Blend Equity Funds
Securities Fund - Class 2	Lord Abbett Series Fund International Portfolio
Goldman Sachs VIT CORESM U.S. Equity Fund	OpCap Mid Cap Portfolio1
MFS/Sun Life Total Return - S Class	SCSM Blue Chip Mid Cap Fund
OpCap Equity Portfolio1	SCSM Value Mid Cap Fund
OpCap Managed Portfolio1	Mid-Cap Growth Equity Funds
SCSM Davis Venture Value Fund	AIM V.I. Capital Appreciation Fund
SCSM Value Equity Fund	INVESCO VIF Dynamics Fund
SCSM Value Managed Fund	SCSM Neuberger Berman Mid Cap Growth Fund
Large-Cap Blend Equity Funds	Small-Cap Blend Equity Funds
AIM V.I. Core Equity Fund	JPMorgan Small Company Portfolio3
AIM V.I. Premier Equity Fund	OpCap Small Cap Portfolio1
Alger American Income & Growth Portfolio2	SCSM Value Small Cap Fund
AllianceBernstein VP Worldwide Privatization Portfolio	Small-Cap Growth Equity Funds
Fidelity VIP Contrafund(R) Portfolio, Service Class 2	Alger American Small Capitalization Portfolio2
Fidelity VIP Overseas Portfolio, Service Class 2	AllianceBernstein VP Quasar Portfolio
Goldman Sachs VIT Capital Growth Fund	Goldman Sachs CORESM VIT Small Cap Equity Fund3
JPMorgan International Opportunities Portfolio3	INVESCO VIF Small Company Growth Fund
JPMorgan U.S. Large Cap Core Equity Portfolio3	MFS/ Sun Life New Discovery - S Class
Lord Abbett Series Fund Growth and Income Portfolio	SCSM Alger Small Capitalization Fund
MFS/ Sun Life Massachusetts Investors Trust - S Class	Large-Cap Blend Sector Equity Funds
Rydex VT Nova Fund	SCSM Davis Financial Fund
SCSM Alger Income & Growth Fund	Large-Cap Growth Sector Equity Funds
SCSM Investors Foundation Fund	AllianceBernstein VP Technology Portfolio
SCSM Select Equity Fund	Mid-Cap Value Sector Equity Funds
Large-Cap Growth Equity Funds	Sun Capital Real Estate Fund(R)
AIM V.I. Growth Fund	Mid-Cap Blend Sector Equity Funds
AIM V.I. International Growth Fund	MFS/ Sun Life Utilities - S Class
Alger American Growth Portfolio2	Sun CapitalSM All Cap Fund
AllianceBernstein VP Premier Growth Portfolio	High-Quality Short-Term Bond Funds
Fidelity VIP Growth Portfolio, Service Class 2	PIMCO VIT Real Return Portfolio
Goldman Sachs VIT Growth and Income Fund3	High Quality Intermediate-Term Bond Funds
Goldman Sachs VIT International Equity Fund3	PIMCO VIT Total Return Portfolio
MFS/ Sun Life Capital Appreciation - S Class	Sun Capital Investment Grade Bond Fund(R)
MFS/ Sun Life Emerging Growth - S Class	High Quality Long-Term Bond Funds
MFS/ Sun Life Massachusetts Investors Growth	MFS/ Sun Life Government Securities - S Class
Stock - S Class	Low-Quality Short-Term Bond Fund
Rydex VT OTC Fund	MFS/ Sun Life High Yield - S Class
SCSM Alger Growth Fund	Low-Quality Intermediate-Term Bond Fund
	PIMCO VIT Emerging Markets Bond Portfolio
	PIMCO VIT High Yield Portfolio
	Money Market Fund
	Sun Capital Money Market Fund(R)

1 Not available to Contracts issued on or after July 17, 2000.

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

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

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TABLE OF CONTENTS

	Page
Special Terms		1
Product Highlights		1
Fees and Expenses		4
Example		9
Condensed Financial Information		14
The Annuity Contract		14
Communicating To Us About Your Contract		15
Sun Life Assurance Company of Canada (U.S.)		15
The Variable Account		15
Variable Account Options: The Funds		16
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		23
Purchase Payment Interest		23
Variable Account Value		24
Fixed Account Value		24
Transfer Privilege		25
Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates		26
Optional Programs		27
Withdrawals, Withdrawal Charge and Market Value Adjustment		28
Cash Withdrawals		28
Withdrawal Charge		29
Types of Withdrawals Not Subject to Withdrawal Charge		30
Market Value Adjustment		31
Contract Charges		32
Account Fee		32
Administrative Expense Charge		32
Mortality and Expense Risk Charge		32
Charges for Optional Death Benefit Riders		33
Premium Taxes		33
Fund Expenses		33
Modification in the Case of Group Contracts		33
Death Benefit		33
Amount of Death Benefit		33
The Basic Death Benefit		34
Optional Death Benefit Riders		34
Spousal Continuance		36
Calculating the Death Benefit		36
Method of Paying Death Benefit		37
Non-Qualified Contracts		37
Selection and Change of Beneficiary		37
Payment of Death Benefit		37
Due Proof of Death		38
The Income Phase -- Annuity Provisions		38
Selection of the Annuitant or Co-Annuitant		38
Selection of the Annuity Commencement Date		38
Annuity Options		39
Selection of Annuity Option		39
Amount of Annuity Payments		40
Exchange of Variable Annuity Units		41
Account Fee		41
Annuity Payment Rates		41
Annuity Options as Method of Payment for Death Benefit		41
Other Contract Provisions		41
Exercise of Contract Rights		41
Change of Ownership		42
Voting of Fund Shares		42
Periodic Reports		43
Substitution of Securities		43
Change in Operation of Variable Account		43
Splitting Units		43
Modification		43
Discontinuance of New Participants		44
Reservation of Rights		44
Right to Return		44
Tax Considerations		44
U.S. Federal Income Tax Considerations		45
Deductibility of Purchase Payments		45
Pre-Distribution Taxation Of Contracts		45
Distributions and Withdrawals From Non-Qualified Contracts		45
Distributions and Withdrawals From Qualified Contracts		46
Withholding		46
Investment Diversification and Control		46
Tax Treatment of the Company and the Variable Account		47
Qualified Retirement Plans		47
Pension and Profit-Sharing Plans		47
Tax-Sheltered Annuities		47
Individual Retirement Accounts		48
Roth IRAs		48
Status of Optional Death Benefit Riders		48
Puerto Rico Tax Considerations		48
Administration of the Contracts		49
Distribution of the Contracts		49
Performance Information		49
Available Information		50
Incorporation of Certain Documents by Reference		51
State Regulation		51
Legal Proceedings		51
Financial Statements		52
Table of Contents of Statement of Additional Information		52
Appendix A -- Glossary		A-1
Appendix B -- Withdrawals, Withdrawal Charges and the Market Value Adjustment		B-1
Appendix C -- Calculation of Basic Death Benefit		C-1
Appendix D -- Calculation of Earnings Enhancement Optional Death Benefit		D-1
Appendix E -- Calculation of Death Benefit When EEB and MAV and 5% Roll-Up Riders Are Selected		E-1
Appendix F -- Calculation of Earnings Enhancement Plus Optional Death Benefit		F-1
Appendix G -- Calculation of Earnings Enhancement Plus With MAV Optional Death Benefit		G-1
Appendix H -- Calculation of Earnings Enhancement Plus With 5% Roll-Up Optional Death Benefit		H-1
Appendix I -- Calculation for Purchase Payment Interest (Bonus Credit)		I-1
Appendix J -- Condensed Financial Information - Accumulation Unit Values		J-1
Appendix K -- Investment Options and Expenses for Initial Class Shares		K-1

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 Accolade 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 one or more of the optional death benefit riders.

The Accumulation Phase

Under most circumstances, you can buy the Contract with an initial Purchase Payment of $10,000 or more, and you can make additional Purchase Payments 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 $1 million or, if the Purchase Payment would cause your Account Value to exceed $1 million. In addition, we will credit your Contract with Purchase Payment Interest at a rate of 2% to 5% of each Purchase Payment based upon the interest rate option you choose when you apply for your Contract.

Variable Account Options: The Funds

You can allocate your Purchase Payments among Sub-Accounts investing in a number of Fund options. Each Fund is either a mutual fund registered under the Investment Company Act of 1940 or a separate series of 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.

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Fees and Expenses

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

During the Accumulation Phase, we deduct a $35 Annual Account Fee, if your Account Value is less than $100,000 on your Account Anniversary. We will waive the Account Fee if your Contract was fully invested in the Fixed Account during the entire Account Year. After the fifth Contract Year, we may increase the fee, but it will never exceed $50.

We deduct a mortality and expense risk charge of 1.30% of the average daily value of the Contract invested in the Variable Account. We also deduct an administrative charge of 0.15% of the average daily value of the Contract invested in the Variable Account.

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 Contract year and declines to 0% after seven years.

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

If you elect one or more of the optional death benefit riders, we will deduct, during the Accumulation Phase, an additional charge from the assets of the Variable Account ranging from 0.15% to 0.40% of the average daily value of your Contract, depending upon which optional death benefit rider(s) you 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, 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. You decide when your Income Phase will begin but, once it begins, you cannot change your choice of annuity payment options.

Death Benefit

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

Withdrawals, Withdrawal Charge and Market Value Adjustment

You can withdraw money from your Contract during the Accumulation Phase. You may withdraw a portion of your Account Value each year without the imposition of a withdrawal charge. This "free withdrawal amount" equals the amount of all Purchase Payments made and not withdrawn prior to the last 7 Account Years plus the greater of (1) your Contract earnings in the prior Account Year and (2) 10% of all Purchase Payments made in the last 7 Account Years (including the current Account Year). All other Purchase Payments are subject to the withdrawal charge. Withdrawals made from the Fixed Account may also be subject to a Market Value Adjustment (see prospectus under "Market Value Adjustment"). You may also have to pay income taxes and tax penalties on money you withdraw.

Right to Return

Your Contract contains a "free look" provision. If you can 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:

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

          P. O. Box 9133

          Wellesley Hills, Massachusetts 02481

          Toll Free (888) 786-2435

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FEES AND EXPENSES

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

Contract Owner Transaction Expenses

Sales Load Imposed on Purchases (as a percentage of purchase payments):	0%
Maximum Withdrawal Charge (as a percentage of purchase payments):	8%*
Maximum Transfer Fee (currently $0):	$15**

*	Number of Complete Account Years Since Purchase Payment has been in the Account	Surrender Charge
	0-1	8%
	1-2	8%
	2-3	7%
	3-4	7%
	4-5	6%
	5-6	5%
	6-7	4%
	7 or more	0%

	A portion of your Account may be withdrawn each year without imposition of any withdrawal charge and, after a Purchase Payment has been in your Account for 7 Account Years, it may be withdrawn free of the withdrawal charge. (See "Withdrawal Charges.")
**	Currently, we impose no fee upon transfers; however, we reserve the right to impose a fee of up to $15 per transfer. (See "Transfer Privilege.")

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

Annual Account Fee $ 50*

Variable Account Annual Expenses

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

Mortality and Expense Risks Charge:	1.30%
Administrative Expenses Charge:	0.15%
Total Variable Account Annual Expenses (without optional benefits):	1.45%

Charges for Optional Features

Maximum Charge for Optional Death Benefit Rider:	0.40%**
Total Variable Account Annual Expenses with Maximum Charge for Optional Death Benefit Riders:	1.85%

*	The Annual Account Fee is currently $35. After the fifth Account Year, the fee may be changed annually, but it will never be greater than $50. The fee is waived on Contracts greater than $100,000 in value on your Account Anniversary and on Contracts fully invested in the Fixed Account during the entire Account Year. (See "Account Fee.")
**	The optional death benefit riders are defined under "Death Benefit." The charge varies depending upon the rider selected as follows:

Rider(s) Elected	% of Average Daily Value
"EEB"	0.15%
"MAV"	0.15%
"5% Roll-Up"	0.15%
"EEB" and "MAV"	0.25%
"EEB" and "5% Roll-Up"	0.25%
"MAV" and "5% Roll-Up"	0.25%
"EEB Plus"	0.25%
"EEB" and "MAV" and "5% Roll-Up"	0.40%
"EEB Plus MAV"	0.40%
"EEB Plus 5% Roll-Up"	0.40%

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

Total Annual Fund Operating Expenses	Minimum	Maximum
(expenses as a percentage of average daily Fund net assets that are deducted from Fund assets, including management fees, distribution and/or service (12b-1) fees, and other expenses, prior to any fee waiver or expense reimbursement)	0.65%	5.73%*

* The expenses shown are for the year ended December 31, 2002, and do not reflect any fee waiver or expense reimbursement. The advisers and/or other service providers of certain Funds have agreed to reduce their fees and/or reimburse the Funds' expenses in order to keep the Funds' expenses below specified limits. The expenses of certain Funds are reduced by contractual fee reduction and expense reimbursement arrangements that will remain in effect at least through May 1, 2004. Other Funds have voluntary fee reduction and/or expense reimbursement arrangements that may be terminated at any time. The minimum and maximum Total Annual Fund Operating Expenses for all Funds after all fee reductions and expense reimbursements are 0.65% and 3.88 %, respectively. Each fee reduction and/or expense reimbursement arrangement is described in the relevant Fund's prospectus.

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

EXAMPLE

This Example is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include contract Owner transaction expenses, contract fees, variable account annual expenses, and Fund fees and expenses.

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

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

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

1 year	3 years	5 years	10 years
$1,312	$2,705	$4,039	$6,886

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

1 year	3 years	5 years	10 years
$592	$2,105	$3,544	$6,886

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

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CONDENSED FINANCIAL INFORMATION

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

THE ANNUITY CONTRACT

Sun Life Assurance Company of Canada (U.S.) (the "Company", "we" or "us") 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 one or more optional death benefit riders and paying an additional charge for each optional death benefit rider you elect. Finally, if you so elect, during the Income Phase we will make annuity payments to you or someone else for life or for another period that you choose.

You choose these benefits on a variable or fixed basis or a combination o 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.

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.

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 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 Contracts described in this Prospectus and other variable annuity 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 the Contracts, 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

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

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 1-888-786-2435 or by writing to Sun Life Assurance Company of Canada (U.S.), P.O. Box 9133, Wellesley Hills Massachusetts 02481.

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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.

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These amounts are not charged to the Funds or Participants, but are paid from assets of the advisers, transfer agents, or underwriters, except for the administrative costs of the Lord Abbett Series Trust Portfolios and the Rydex Funds, which are paid from Fund assets and reflected under "Fees and Expenses."

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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 interest rate specials for new Purchase Payments that are higher than the rates we are then offering for renewals or transfers.

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

THE ACCUMULATION PHASE

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

Issuing Your Contract

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

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

Amount and Frequency of Purchase Payments

The amount of Purchase Payments may vary; however, we will not accept an initial Purchase Payment of less than $10,000, and 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. Within these limits, you may make Purchase Payments at any time during the Accumulation Phase.

Allocation of Net Purchase Payments

You may allocate your Purchase Payments among the different Sub-Accounts and Guarantee Periods we offer, but 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 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 under "Variable Account Value" and "Fixed Account Value."

Purchase Payment Interest

We will credit your Contract with interest at the rate you selected when you applied for the Contract. Currently, we offer 2 interest rate options:

Option A: The 2% Five-Year Anniversary Interest Option -- Under this option we will credit your Contract with interest at a rate of 2% of each Purchase Payment received prior to the first Account Anniversary. In addition, if you chose this option, we will credit your Contract with interest at a rate of 2% of the Account Value at the end of every Fifth-Year Anniversary.

Option B: The 3%, 4% or 5% Interest Option -- Under this option we will credit your Contract with interest at the following rates:

o 3% of each Purchase Payment if the sum of all Purchase Payments, reduced by the sum of all withdrawals (your "Net Purchase Payments"), is less than $100,000 on the day we receive the Purchase Payment;

o 4% of each Purchase Payment if your Net Purchase Payments is $100,000 or more but less than $500,000 on the day we receive the Purchase Payment; and

o 5% of each Purchase Payment if your Net Purchase Payments are $500,000 or more on the day we receive the Purchase Payment.

If you chose this Option B, there may be an additional credit paid at the end of the first Account Year. If your Net Purchase Payments at the end of your first Account Year are greater than or equal to $100,000, but less than $500,000, and some of your Net Purchase Payment(s) received a credit of 3% (rather than 4%), then an additional 1% will be paid on the amount of Net Purchase Payments that received the 3% credit. Similarly, if your Net Purchase Payments at the end of your first Account Year are greater than or equal to $500,000 and some of your Purchase Payment(s) received a credit of either 3% or 4% (rather than 5%), then an additional 2% or 1% will be paid on the amount of Net Purchase Payments that received a 3% credit or a 4% credit, respectively.

We credit Purchase Payment Interest during the same Valuation Period in which we receive the Purchase Payment. We allocate the Purchase Payment Interest to the Sub-Accounts and/or the Guarantee Periods in the same proportion as the Net Purchase Payment is allocated. For any additional 1% or 2% interest credit under Option B or any Fifth-Year Anniversary credit under Option A, we allocate the credit on a pro rata basis to all Sub-Accounts and/or Guarantee Periods in which you are invested, excluding any Guarantee Periods established to support a dollar-cost averaging program. Any additional interest adjustments will be credited on your Account Anniversary.

The Contracts are designed to give the most value to Participants with long-term investment goals. We will deduct the "Adjusted" Purchase Payment Interest if the Contract is returned during the "free look period." For a description of the free look period and Adjusted Purchase Payment Interest, see "Right to Return." For examples of how we calculate Purchase Payment Interest, see Appendix I.

We may credit Purchase Payment Interest at rates other than those described above on Contracts sold 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. The Company expects to make a profit on Purchase Payment Interest from the mortality and expense risk charge.

We may also credit the Purchase Payment Interest rates described above using different Net Purchase Payment dollar amount thresholds. Any change in the Net Purchase Payment dollar amount thresholds will be offered to all Participants on a prospective basis.

See "Tax Considerations -- Qualified Retirement Plans," if this Contract is to be purchased 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.

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 the number of 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:

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

o 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 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:

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

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

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

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

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

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

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

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

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

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 made 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 pre-authorized 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 judgment of the Fund's investment adviser, the 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; Bonus Guaranteed Interest Rates

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

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. Each month or quarter, as you select, we will transfer the same amount automatically (including a portion of the Purchase Payment Interest) 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 (excluding Purchase Payment Interest).

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 Sun Capital 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 is 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

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 models, as well as the terms and conditions of the asset allocation program, are fully described in a separate brochure. We may add or delete programs in the future.

If you elect an 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 and Interest Out Programs

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

Under the Systematic Withdrawal Program, you determine the amount and frequency of regular withdrawals you would like to receive from your Fixed Account Value and/or Variable Account Value and we will effect them automatically; a Market Value Adjustment may be applicable upon withdrawal. Under the Interest Out Program, we automatically pay to you, or reinvest, interest credited for all Guarantee Periods you have chosen. The withdrawals under these programs are subject to surrender charges. They may also be included as income and subject to a 10% federal tax penalty. You should consult your tax adviser before choosing these options.

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

     Portfolio Rebalancing Program

Under the Portfolio Rebalancing Program, we transfer funds among the 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 and Purchase Payment Interest 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 and Purchase Payment Interest 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 and Purchase Payment Interest 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 Purchase Payment and Purchase Payment Interest (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," below), and withdrawals from your Fixed Account Value also may be subject to a Market Value Adjustment (see "Market Value Adjustment," below). Withdrawals also may have adverse federal 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 add or subtract the amount of any Market Value Adjustment applicable to your Fixed Account Value; and finally, we deduct any applicable withdrawal charge.

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

     Partial Withdrawals

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:

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

o 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

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

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

     Withdrawal Restrictions for Qualified Plans

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

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

Withdrawal Charge

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

     Free Withdrawal Amount

In each Account Year you may withdraw a portion of your Account Value -- which we call the "free withdrawal amount" -- before incurring the withdrawal charge. For any year, the free withdrawal amount is equal to the amount of all Purchase Payments made before the last 7 Account Years that you have not previously withdrawn, PLUS the greater of:

o your Contract's earnings (defined below) during the prior Account Year; and

o 10% of the amount of all Purchase Payments you have made during the last 7 Account Years, including the current Account Year.

Any portion of the "free withdrawal amount" that you do not use in an Account Year is not cumulative; that is, it will not be carried forward or available for use in future years.

Your Contract's earnings during the prior Account Year are equal to:

o the difference between your Account Value at the end of the prior Account Year and your Account Value at the beginning of the prior Account Year, minus

o any Purchase Payments made during the prior Account Year, plus

o any partial withdrawals and charges taken during the prior Account Year.

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

     Order of Withdrawal

When you make a withdrawal, we consider the oldest remaining Purchase Payment to be withdrawn first, then the next oldest, and so forth. Once all Purchase Payments are withdrawn, the balance withdrawn is considered to be accumulated value and is not subject to a withdrawal charge.

     Calculation of Withdrawal Charge

We calculate the amount of the withdrawal charge by multiplying the Purchase Payments you withdraw by a percentage. The percentage varies according to the number of Account Years the Purchase Payment has been held in your Account, including the Account Year in which you made the Payment, but not the Account Year in which you withdraw it. Each Payment begins a new 7-year period and moves down a declining surrender charge scale as shown below at each Account Anniversary. Payments received during the current Account Year will be charged 8%, if withdrawn. On your next scheduled Account Anniversary, that Payment, along with any other Payments made during that Account Year, will be considered to be in their second Account Year and will have an 8% withdrawal charge. On the next Account Anniversary, these payments will move into their third Account Year and will have a withdrawal charge of 7%, if withdrawn. This withdrawal charge decreases according to the number of Account Years the Purchase Payment has been held in your Account.

Number of
Account Years
Payment has
Been	Withdrawal
In Your Account	Charge
0-1	8%
1-2	8%
2-3	7%
3-4	7%
4-5	6%
5-6	5%
6-7	4%
7+	0%

For example, the percentage applicable to withdrawals of a Payment that has been in an Account for more than 2 Account Years but less than 3 will be 7% regardless of the issue date of the Contract.

The withdrawal charge will never be greater than 8% of the excess of Purchase Payments you make under your Contract 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

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

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

o 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.

o 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 with 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

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

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

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

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

[(1 + I) / (1 + J + b)] ^ (N/12) -1

where:

I	is the Guaranteed Interest Rate applicable to the Guarantee Amount from which you withdraw, transfer or annuitize;
J	is the Guaranteed Interest Rate we declare at the time of your withdrawal, transfer or annuitization for Guarantee Periods equal to the length of time remaining in the Guarantee Period applicable to your Guarantee Amount, rounded to the next higher number of complete years, for Guarantee Periods of one year or more. For any Guarantee Periods of less than one year, J is the Guaranteed Interest Rate we declare at the time of your withdrawal, transfer or annuitization for a Guarantee Period of the same length as your Guarantee Period. If, at that time, we do not offer the applicable Guarantee Period we will use an interest rate determined by straight-line interpolation of the Guaranteed Interest Rates for the Guarantee Periods we do offer;
N	is the number of complete months remaining in your Guarantee Period; and
b	is a factor that currently is 0% but that in the future we may increase to up to 0.25%. Any increase would be applicable only to Participants who purchase their Contracts after the date of that increase. The "b" factor is the amount that will be used to cover market volatility (I.E., credit risk), basis risk, and /or liquidity costs.

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

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

No Market Value Adjustment will apply to Contracts issued in the states of California, Maryland, Oregon, Texas and Washington.

CONTRACT CHARGES

Account Fee

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

We will not charge the Account Fee if:

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

o your Account Value is more than $100,000 on your Account Anniversary.

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

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

Administrative Expense Charge

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

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%. 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 Account Fee and administrative expense charge we assess under the Contracts 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 expect to make a profit on the excess expense charge associated with the Purchase Payment Interest. We may use this profit for any proper corporate purpose, including the payment of marketing and distribution expenses for the Contracts.

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
"EEB"	0.15%
"MAV"	0.15%
"5% Roll-Up"	0.15%
"EEB" and "MAV"	0.25%
"EEB" and "5% Roll-Up"	0.25%
"MAV" and "5% Roll-Up"	0.25%
"EEB Plus"	0.25%
"EEB" and "MAV" and "5% Roll-Up"	0.40%
"EEB Plus with MAV"	0.40%
"EEB Plus with 5% Roll-Up"	0.40%

                                          *As defined below

Premium Taxes

Some states and local jurisdictions impose a premium tax on us that is equal to a specified percentage of the Purchase Payments you make. In many states there is no premium tax. We believe that the amounts of applicable premium taxes currently range from 0% to 3.5%. You should consult a 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 you die during the Accumulation Phase, we will 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 your date of death, we will pay the death benefit in one sum to your estate. We do not pay a death benefit if you die during the Income Phase. However, the Beneficiary will receive any payments provided under an Annuity Option that is in effect.

Amount of Death Benefit

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

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

The Basic Death Benefit

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

(1)	Your Account Value for the Valuation Period during which the Death Benefit Date occurs;
(2)	The amount we would pay if you had surrendered your entire Account on the Death Benefit Date; and
(3)	Your total Purchase Payments (adjusted for partial withdrawals as described in "Calculating the Death Benefit") as of the Death Benefit Date.

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

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

Optional Death Benefit Riders

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

     Maximum Anniversary Account Value ("MAV") Rider

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

o the amount payable under the basic death benefit, above, or

o 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:

o the amount payable under the basic death benefit, above, or

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

Under this rider, interest accrues at 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:

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

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

     Earnings Enhancement ("EEB") Rider

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

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

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

     Earnings Enhancement Plus ("EEB Plus") Rider

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

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

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

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

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

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

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

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

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

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

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

     Selecting Multiple Death Benefit Riders

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

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

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

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

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

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

Spousal Continuance

If your spouse is your Beneficiary, upon your death your spouse may elect to continue the Contract as the Participant, rather than receive the death benefit amount. In that case, we will not pay a death benefit, but the Contract's Account Value will be equal to your Contract's death benefit amount, as defined under the basic death benefit or any rider you have selected. All Contract provisions, including any riders you have selected, will continue as if your spouse had purchased the Contract on the Death Benefit Date with a value equal to the death benefit amount. For purposes of calculating death benefits and expenses from that date forward, the surviving 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 will 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. Also, any portion of this new Account Value attributed to the Fixed Account will be transferred to the Sun Capital Money Market Sub-Account (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."

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

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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(s) in place must be distributed at least as rapidly as the method of distribution under that option.

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

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

Selection and Change of Beneficiary

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

Payment of Death Benefit

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

Due Proof of Death

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

o An original certified copy of an official death certificate;

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

o Any other proof we find satisfactory.

THE INCOME PHASE -- ANNUITY PROVISIONS

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

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

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

Selection of the Annuitant or Co-Annuitant

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

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

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

Selection of the Annuity Commencement Date

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

o The earliest possible Annuity Commencement Date is the first day of the first month following your first Account Anniversary.

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

o 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:

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

o 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, in 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 10 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 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.

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:

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

o 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.

o 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 1.45% of your Account's average daily net assets. Variable Annuity payments may vary each month. We determine the dollar amount of the first payment using the portion of your Adjusted Account Value applied to a Variable Annuity and the Annuity Payment Rates in your Contract, which are based on an assumed interest rate of 3% per year, compounded annually. See "Annuity Payment Rates."

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

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

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

     Fixed Annuity Payments

Fixed Annuity payments are the same each month. We determine the dollar amount of each Fixed Annuity payment using the fixed portion of your Adjusted Account Value and the applicable Annuity Payment Rates. These will be either (1) the rates in your Contract, which are based on a minimum guaranteed interest rate of 3% per year, compounded annually, or (2) new rates we have published and are using on the Annuity Commencement Date, if they are more favorable. See "Annuity Payment Rates."

     Minimum Payments

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

Exchange of Variable Annuity Units

During the Income Phase, the Annuitant may exchange Annuity Units in one Sub-Account for Annuity Units in another Sub-Account, up to 12 times each Account Year. To make an exchange, the Annuitant sends us, at our Annuity Mailing Address, a written request stating the number of Annuity Units in the Sub-Account he or she wishes to exchange and the new Sub-Account for which Annuity Units are requested. The number of new Annuity Units will be calculated so the dollar amount of an annuity payment on the date of the exchange would not e 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 prospectuses for the investment objectives and risk disclosure of the Funds in which the Sub-Accounts invest.

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

Account Fee

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

Annuity Payment Rates

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

The Annuity Payment Rates may vary according to the Annuity Option(s) elected and the adjusted age of the Annuitant. The Contracts also describes the method of determining the adjusted age of the Annuitant. The mortality table used in determining the Annuity Payment Rates for Options A, B and C is the 1983 Individual Annuitant Mortality 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 Annuitant'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 he 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.

Voting of Fund Shares

We will vote Fund shares held by the Sub-Accounts at meetings of shareholders of the Funds or in connection with similar solicitations, but will follow voting instructions received from persons having the right to give voting instructions. During the Accumulation Phase, you will have the right to give voting instructions, 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 a 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 Contracts. We may add or delete Funds or other investment companies as variable investment options under the Contracts. 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 less the Adjusted Purchase Payment Interest. The Adjusted Purchase Payment Interest that may be deducted is equal to the lesser of:

o the portion of the Account Value that is attributable to any Purchase Payment Interest, and

o all Purchase Payment Interest.

This means you receive any gain on Purchase Payment Interest and we bear any loss. However, 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.

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

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

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

A penalty tax of 10% may also apply to taxable cash withdrawals, including lump-sum payments from Non-Qualified Contracts. This penalty will generally not apply to distributions made after age 59 1/2, to distributions pursuant to the death or disability of the 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).

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

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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 of 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:

o 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;

o Any required minimum distribution, or

o 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 available as an investment option under the Contract complies with these regulations.

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.

     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.

     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, as a general rule, may therefore use Qualified Contracts as a funding vehicle for their retirement plans.

     Tax-Sheltered Annuities

Section 403(b) of the Code permits public school employees and employees of certain types of charitable, educational and scientific organizations specified in Section 501(c)(3) of the Code to purchase annuity contracts and, subject to certain limitations, exclude the amount of purchase payments from gross income for tax purposes. The Code imposes restrictions on cash withdrawals from Section 403(b) annuities.

If the Contracts are to receive tax-deferred treatment, cash withdrawals of amounts attributable to salary reduction contributions (other than withdrawals of accumulation account value as of December 31, 1988) may be made only when the Participant attains age 59 1/2, 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.

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. We will provide the necessary information for Contracts issued in connection with Roth IRAs.

     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. We have filed the Contract and the EEB Plus, EEB Plus MAV, and EEB Plus 5% Roll-Up Optional Death Benefit Riders ("New Riders") with the Internal Revenue Service ("IRS") requesting a ruling approving the use of the Contract with the New Riders as an IRA. We have already received a favorable determination letter with respect to the following Optional Death Benefit Riders: EEB; MAV; 5% Roll-Up; EEB and MAV; EEB and 5% Roll-Up; MAV and 5% Roll-Up; and EEB and MAV and 5% Roll-Up ("Old Riders").

Although we regard the New Riders as an investment protection feature that should not result in adverse tax treatment, we give no assurance that the IRS will approve the use of the Contract with the New Riders in IRAs. Denial of our request by the IRS could result in taxation of the entire balance of your IRA and penalty taxes. You should consult a qualified tax adviser before adding any of the New 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 CONTRACTS

We perform certain administrative functions relating to the Contracts, 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 Contracts; 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 CONTRACTS

We offer the Contracts on a continuous basis. The Contracts are sold by licensed insurance agents in those states where the Contracts 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 6.50% 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 0.50% 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; Bonus Guaranteed Interest Rates." During 1999, 2000, and 2001 approximately $126,568, $2,223,969, and $2,170,529 respectively, in commissions were paid to and retained by Clarendon in connection with the distribution of the Contracts.

PERFORMANCE INFORMATION

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

Average Annual Total Return measures the net income of the Sub-Account and any realized or unrealized gains or losses of the Funds 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 since we started offering the Sub-Accounts under the Futurity products or, if shorter, the life of the Sub-Account. Non-standardized Average Annual Total Return covers the life of each Fund, which may predate the Futurity products. 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, the annual Account Fee, or any Purchase Payment Interest, although such figures do reflect all recurring charges. If such figures were calculated to reflect Purchase Payment Interest credited, the calculation would also reflect any withdrawal charges made. 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 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 Fund.

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 Sun Capital 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 Sun Capital Money Market Sub-Account similarly, but include the increase due to assumed compounding. The Sun Capital 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. The Washington, D.C. office will also provide copies by mail for a fee. You may also find these materials on the SEC's website (http://www.sec.gov).

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-K for the year ended December 31, 2002 filed with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") is incorporated herein by reference. All documents or reports we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this prospectus and prior to the termination of the offering, shall be deemed incorporated by reference into the prospectus.

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

STATE REGULATION

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

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

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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.

The financial statements of the Variable Account for the year ended December 31, 2002 are also included in the SAI.

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

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Calculation of Performance Data

Tax-Deferred Accumulation

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

Accountants

Financial Statements

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This Prospectus sets forth information about the Contracts and the Variable Account that a prospective purchaser should know before investing. Additional information about the Contracts and the Variable Account has been filed with the Securities and Exchange Commission in a Statement of Additional Information dated May 1, 2003 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.

To:	Sun Life Assurance Company of Canada (U.S.)
	P.O. Box 9133
	Wellesley Hills, MA 02481
	Please send me a Statement of Additional Information for
	Futurity Accolade Variable and Fixed Annuity
	Sun Life of Canada (U.S.) Variable Account F.

Name
Address
City	State                Zip
Telephone

APPENDIX A

GLOSSARY

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

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

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

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

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

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

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

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

ANUITY 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.

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

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BUSINESS DAY: Any day the New York Stock Exchange is open for trading.

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

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

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

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

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

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

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

FIFTH-YEAR ANNIVERSARY: The fifth Account Anniversary and each succeeding Account Anniversary occurring at any five year interval thereafter; for example, the 10th, 15th, and 20th Account Anniversaries.

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

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

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

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

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

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

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

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

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

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

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

NET PURCHASE PAYMENT (NET PAYMENTS): The portion of a Purchase Payment which remains after the deduction of any applicable premium tax or similar tax. This is also the term used to describe the total contribution made to the Contract minus the total withdrawals.

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

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

*PARTICIPANT: In the case of an Individual Contract, the Owner of the Contract. In the case of a Group Contract, the person named in the Contract who is entitled to exercise all rights and privileges of ownership under the Contract, except as reserved by the Owner. If there are 2 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.

PURCHASE PAYMENT INTEREST: The amount of extra interest the Company credits to a Contract at a rate of 2% to 5% of each purchase payment based upon the size of the investment or Account Value or the interest rate option chosen at the time of application.

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 or series of a Fund.

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

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

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

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

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

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

APPENDIX B

WITHDRAWALS, WITHDRAWAL CHARGES AND THE MARKET VALUE ADJUSTMENT

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

Withdrawal Charge Calculation:

Full Withdrawal:

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

						Payment
		Hypothetical		Cumulative	Free	Subject to	Withdrawal	Withdrawal
Account		Account	Annual	Annual	Withdrawal	Withdrawal	Charge	Charge
Year		Value	Earnings	Earnings	Amount	Charge	Percentage	Amount
(a)	1	$41,000	$1,000	$ 1,000	$ 4,000	$36,000	8.00%	$2,880
	2	$45,100	$4,100	$ 5,100	$ 4,000	$36,000	8.00%	$2,880
	3	$49,600	$4,500	$ 9,600	$ 4,100	$35,900	7.00%	$2,513
(b)	4	$52,100	$2,500	$12,100	$ 4,500	$35,500	7.00%	$2,485
	5	$57,300	$5,200	$17,300	$ 4,000	$36,000	6.00%	$2,160
	6	$63,000	$5,700	$23,000	$ 5,200	$34,800	5.00%	$1,740
	7	$66,200	$3,200	$26,200	$ 5,700	$34,300	4.00%	$1,372
(c)	8	$72,800	$6,600	$32,800	$40,000	$     0	0.00%	$    0

(a)	The free withdrawal amount in any year is equal to the amount of any Purchase Payments made prior to the last 7 Account Years ("Old Payments") that were not previously withdrawn plus the greater of (1) the Contract's earnings during the prior Account Year, and (2) 10% of any Purchase Payments made in the last 7 Account Years ("New Payments"). 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 $36,000, which equals the New Payments of $40,000 minus the free withdrawal amount of $4,000.
(b)	In Account Year 4, the free withdrawal amount is $4,500, which equals the prior Account Year's earnings. On a full withdrawal of $52,100, the amount subject to a withdrawal charge is $35,500.
(c)	In Account Year 8, the free withdrawal amount is $40,000, which equals 100% of the Purchase Payment of $40,000. On a full withdrawal of $72,800, the amount subject to a withdrawal charge is $0, since the New Payments equal $0.

Partial Withdrawal

Assume a single Purchase Payment of $40,000 is made on the Contract Date, no additional Purchase Payments are made, no partial withdrawals have been taken prior to the fourth Account Year, and there are a series of 4 partial withdrawals made during the fourth Account Year of $4,100, $9,000, $12,000, and $20,000.

Remaining

Hypothetical

Free

Amount of

Account

Withdrawal

Withdrawal

Value

Amount

Subject to

Withdrawal

Withdrawal

Account

Before

Cumulative

Amount of

Before

Withdrawal

Charge

Charge

Year

Withdrawal

Earnings

Earnings

Withdrawal

Withdrawal

Charge

Percentage

Amount

	1	$41,000	$1,000	$ 1,000	$     0	$4,000	$     0	8.00%	$    0
	2	$45,100	$4,100	$ 5,100	$     0	$4,000	$     0	8.00%	$    0
	3	$49,600	$4,500	$ 9,600	$     0	$4,100	$     0	7.00%	$    0
a	4	$50,100	$  500	$10,100	$ 4,100	$4,500	$     0	7.00%	$    0
b	4	$46,800	$  800	$10,900	$ 9,000	$  400	$ 8,600	7.00%	$  602
c	4	$38,400	$  600	$11,500	$12,000	$    0	$12,000	7.00%	$  840
d	4	$26,800	$  400	$11,900	$20,000	$    0	$14,900	7.00%	$1,043

(a)	In Account Year 4, the free withdrawal amount is $4,500, which equals the prior Account Year's earnings. The partial withdrawal amount of $4,100 is less than the free withdrawal amount, so there is no withdrawal charge.
(b)	Since a partial withdrawal of $4,100 was taken, the remaining free withdrawal amount in Account Year 4 is $4,500 - $4,100 = $400. Therefore, $400 of the $9,000 withdrawal is not subject to a withdrawal charge, and $8,600 is subject to a withdrawal charge.
(c)	Since the total of the two prior Account Year 4 partial withdrawals ($13,100) is greater than the free withdrawal amount of $4,500, there is no remaining free withdrawal amount. The entire withdrawal amount of $12,000 is subject to a withdrawal charge.
(d)	Since the total of the three prior Account Year 4 partial withdrawals ($25,100) is greater than the free withdrawal amount of $4,500, there is no remaining free withdrawal amount. Since the total amount of New Purchase Payments was $40,000 and $25,100 of New Payments has already been surrendered, only $14,900 of this $20,000 withdrawal comes from liquidating Purchase Payments. The remaining $5,100 of this withdrawal comes from liquidating earnings and is not subject to a withdrawal charge.

Note that since all of the Purchase Payments were liquidated by the final withdrawal of $20,000, the total withdrawal charge for the four Account Year 4 withdrawals is $2,485, which is the same amount that was assessed for a full liquidation in Account Year 4 in the example on the previous page. Any additional Account Year 4 withdrawals in the example shown on this page would come from the liquidating of earnings and would not be subject to a withdrawal charge.

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

The MVA Factor is:

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

These examples assume the following:

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

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

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

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

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

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

Example of a Negative MVA:

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

The MVA factor =	[(1 + I) / (1 + J + b)] ^ (N/12) -1
=	[(1 + .06) / (1 + .08)] ^ (24/12) - 1
=	(.981^ 2) -1
=	.963 -1
=	-.037

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

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

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

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

Example of a Positive MVA:

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

The MVA factor =	[(1 + I) / (1 + J + b)] ^ (N/12) -1
=	[(1 + .06) / (1 + .05)] ^ (24/12) - 1
=	(1.010^ 2) -1
=	1.019 -1
=	.019

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

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

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

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

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

Appendix C

Calculation of Basic Death Benefit

Example 1:

Assume a Purchase Payment of $60,000.00 is made on the Contract Date and an additional Purchase Payment of $40,000.00 is made one year later. Assume that all of the money is invested in the Variable 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*	=	$ 74,400.00
	Purchase Payments	=	$100,000.00
The Basic Death Benefit would therefore be:			$100,000.00

Example 2:

Assume a Purchase Payment of $60,000.00 is made on the Contract Date and an additional Purchase Payment of $40,000.00 is made one year later. Assume that all of the money is invested in the Variable 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*	=	$ 55,200.00
	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/$80,000.00) = $75,000.00.

Appendix D

Calculation of Earnings Enhancement Optional Death Benefit

Example 1:

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

The Death Benefit Amount will be the greatest of:
	Account Value	=	$135,000
	Cash Surrender Value*	=	$131,400
	Total of Adjusted Purchase Payments	=	$100,000
The Death Benefit Amount would therefore		=	$135,000

- plus-

The EEB amount, calculated as follows:
	Account Value minus Adjusted Purchase Payments	=	$ 35,000
	40% of the above amount	=	$ 14,000
	Cap of 40% of Adjusted Purchase Payments	=	$ 40,000
The lesser of the above two amounts = the EEB amount		=	$ 14,000

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

Example 2:

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

The Death Benefit Amount will be the greatest of:
	Account Value	=	$115,000
	Cash Surrender Value*	=	$111,400
	Total of Adjusted Purchase Payments**	=	$ 85,185
The Death Benefit Amount would therefore		=	$115,000

- plus-

The EEB amount, calculated as follows:
	Account Value minus Adjusted Purchase Payments	=	$ 29,815
	40% of the above amount	=	$ 11,926
	Cap of 40% of Adjusted Purchase Payments	=	$ 34,074
The lesser of the above two amounts = the EEB amount		=	$ 11,926

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

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

**Adjusted Purchase Payments can be calculated as follows:

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

Appendix E

Calculation of Death Benefit When EEB And MAV and 5% Roll-Up Riders are Selected

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

The Death Benefit Amount will be the greatest of:
	Account Value	=	$135,000
	Cash Surrender Value*	=	$131,400
	Total of Adjusted Purchase Payments	=	$100,000
	5% Premium Roll-up Value	=	$140,000
	Maximum Anniversary Value	=	$142,000
The Death Benefit Amount would therefore		=	$142,000

- plus -

The EEB amount, calculated as follows:
	Account Value minus Adjusted Purchase Payments	=	$ 35,000
	40% of the above amount	=	$ 14,000
	Cap of 40% of Adjusted Purchase Payments	=	$ 40,000
The lesser of the above two amounts = the EEB amount		=	$ 14,000

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

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

Appendix F

Calculation of Earnings Enhancement Plus Optional Death Benefit

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

The Death Benefit Amount will be the greatest of:
	Account Value	=	$135,000
	Cash Surrender Value*	=	$131,400
	Total of Adjusted Purchase Payments	=	$100,000
The Death Benefit Amount would therefore		=	$135,000

- plus -

The EEB Plus amount, calculated as follows:
	Account Value minus Adjusted Purchase Payments	=	$ 35,000
	40% of the above amount	=	$ 14,000
	Cap of 100% of Adjusted Purchase Payments	=	$100,000
The lesser of the above two amounts = the EEB Plus amount		=	$ 14,000

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

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

Appendix G

Calculation of Earnings Enhancement Plus With MAV Optional Death Benefit

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

The Death Benefit Amount will be the greatest of:
	Account Value	=	$135,000
	Cash Surrender Value*	=	$131,400
	Total of Adjusted Purchase Payments	=	$100,000
	Maximum Anniversary Value	=	$140,000
The Death Benefit Amount would therefore		=	$140,000

- plus -

The EEB Plus amount, calculated as follows:
	Death Benefit Amount before EEB minus Adjusted Purchase Payments	=	$ 40,000
	40% of the above amount	=	$ 16,000
	Cap of 100% of Adjusted Purchase Payments	=	$100,000
The lesser of the above two amounts = the EEB Plus amount		=	$ 16,000

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

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

Appendix H

Calculation of Earnings Enhancement Plus With 5% Roll-Up Optional Death Benefit

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

The Death Benefit Amount will be the greatest of:
	Account Value	=	$135,000
	Cash Surrender Value*	=	$131,400
	Total of Adjusted Purchase Payments	=	$100,000
	5% Premium Roll-up Value	=	$140,000
The Death Benefit Amount would therefore		=	$140,000

- plus -

The EEB Plus amount, calculated as follows:
	Death Benefit Amount before EEB minus Adjusted Purchase Payments	=	$ 40,000
	40% of the above amount	=	$ 16,000
	Cap of 100% of Adjusted Purchase Payments	=	$100,000
The lesser of the above two amounts = the EEB Plus amount		=	$ 16,000

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

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

Appendix I

Calculation for Purchase Payment Interest (Bonus Credit)

Example 1: Option A

If you select Option A, the 2% Bonus Option, we will credit Purchase Payment Interest on all Purchase Payments made during the first Account Year. On each fifth Account Anniversary, we will credit additional Purchase Payment Interest of 2% based on your Account Value, illustrated below:

Initial Purchase Payment of $50,000.00 receives 2% Purchase Payment Interest of $1,000.00.

Subsequent Purchase Payment in the first Account Year of $20,000.00 receives 2% Purchase Payment Interest of $400.00.

Suppose the Account had not gained any earnings or interest during the first 5 Account Years and the Account Value is $71,400.00 (sum of all Purchase Payments and Purchase Payment Interest), we will credit your Account with an additional 2% ($1,428.00).

Using the same Purchase Payments as above, suppose your value on the fifth Account Anniversary is $74,970.00. We will credit your Account with an additional 2% of Purchase Payment Interest (equal to $1,499.40).

This 2% Purchase Payment Interest will occur on every fifth Account Anniversary (i.e., 5th, 10th, 15th).

Example 2: Option B with no Withdrawals

If you select Option B, the 3% Bonus Option the amount we will credit to your Contract depends on the size of your Net Purchase Payments. The scale is as follow:

Net Purchase Payments less than $100,000.00 will receive	3%
Net Purchase Payments between $100,000.00 through $499,999.99 will receive	4%
Net Purchase Payments greater than or equal to $500,000.00 will receive	5%

Therefore, if your initial investment is $50,000.00, your Purchase Payment Interest will equal 3% of $50,000, or $1500.00.

If you make additional Payments that cause your total Net Purchase Payments to exceed $100,000.00, these Purchase Payments will receive either a 4% or 5% bonus, using the above scale. As an example:

Initial Purchase Payment of $50,000.00 will receive 3% Purchase Payment Interest. A second Purchase Payment of $80,000.00 will result in Net Purchase Payments of $130,000.00. Thus, the $80,000.00 will receive Purchase Payment Interest of 4% equal to $3,200.00.

Suppose a third Purchase Payment of $400,000.00 is made. This will bring the Net Purchase Payments to $530,000.00. This $400,000.00 will receive Purchase Payment Interest of 5% equal to $20,000.00.

This Account now has total Net Purchase Payments of $530,000.00 and total Purchase Payment Interest of $24,700.00.

In addition to the Purchase Payment Interest paid at the time of each Payment, we will review your first Account Anniversary to ensure that all Net Purchase Payments receive the Purchase Payment Interest as described in the above scale. Using the above scenario as an example, upon the first Account Anniversary, we will credit your Account an additional $1800.00, which is equal to:

Total Net Purchase Payments of $530,000.00 X 5%	=	$26,500.00
Total Purchase Payment Interest received	=	$24,700.00
First Account Anniversary Adjustment	=	$ 1,800.00

Example 3: Option B with a Withdrawal

Using the same example as above, suppose that before the first Account Anniversary you take a withdrawal of $20,000.00. The annual Purchase Payment Interest adjustment would be calculated as follows:

Because your Net Purchase Payments are $510,000.00 ($530,000.00 -$20,000.00 withdrawal), your Purchase Payment Interest on all Net Purchase Payments should be 5%.

Your initial Payment of $50,000.00 received 3%

Your second Payment of $80,000.00 received 4%

Your third Payment of $400,000.00 received the 5%

Your first two Payments minus the withdrawal will receive additional Purchase Payment Interest. This will bring your total Net Purchase Payments up to 5%.

$50,000.00 X 2%	=	$1,000.00
$80,000.00 - $20,000.00 = $60,000.00 X 1%	=	$  600.00
Total credit due	=	$1,600.00

On your First Account Anniversary we will credit your Account with an additional Purchase Payment Interest of $1,600.00.

Appendix J

Condensed Financial Information - Accumulation Unit Values

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The following information should be read in conjunction with the Variable Account's Financial Statements appearing in the Statement of Additional Information.

	Accumulation	Accumulation	Number of
	Unit Value	Unit Value	Accumulation
	Beginning	End	Units End
Year	of Year	of Year	of Year

AIM V.I. Capital Appreciation Fund - Level 1
	2002	9.1242	6.8017	315,220
	2001	12.0693	9.1242	404,268
	2000	13.7461	12.0693	364,264
	1999	10.0000	13.7461	27,793
AIM V.I. Capital Appreciation Fund - Level 4
	2002	9.0607	6.7268	87,659
	2001	12.0476	9.0607	84,473
	2000	10.0000	12.0476	104,182
AIM V.I. Growth Fund - Level 1
	2002	6.4436	4.3833	662,139
	2001	9.8906	6.4436	418,762
	2000	12.6219	9.8906	374,178
	1999	10.0000	12.6219	71,866
AIM V.I. Growth Fund - Level 4
	2002	6.3987	4.3351	166,595
	2001	9.8621	6.3987	140,250
	2000	10.0000	9.8621	131,424
AIM V. I. Core Equity Fund - Level 1
	2002	8.1476	6.7782	251,795
	2001	10.7150	8.1476	349,444
	2000	12.7245	10.7150	329,965
	1999	10.0000	12.7245	41,234
AIM V. I. Core Equity Fund - Level 4
	2002	8.0909	6.7036	131,808
	2001	10.6842	8.0909	169,180
	2000	10.0000	10.6842	134,929
AIM V. I. International Growth Fund - Level 1
	2002	7.5648	6.2864	279,812
	2001	10.0395	7.5648	522,237
	2000	13.8416	10.0395	517,391
	1999	10.0000	13.8416	40,021
AIM V. I. International Growth Fund - Level 4
	2002	7.5121	6.2173	81,527
	2001	10.0105	7.5121	181,054
	2000	10.0000	10.0105	80,488
AIM V. I. Premier Equity Fund - Level 1
	2002	8.8465	6.0800	43,699
	2001	10.0000	8.8465	21,683
AIM V. I. Premier Equity Fund - Level 4
	2002	8.8225	6.0388	38,872
	2001	10.0000	8.8225	16,925
Alliance VP Premier Growth Fund - Level 1
	2002	8.5491	5.8266	44,040
	2001	10.0000	8.5491	26,141
Alliance VP Premier Growth Fund - Level 4
	2002	8.5258	5.7871	30,760
	2001	10.0000	8.5258	16,124
Alliance VP Technology Fund - Level 1
	2002	8.0690	4.6272	10,637
	2001	10.0000	8.0690	4,401
Alliance VP Technology Fund - Level 4
	2002	8.0470	4.5958	12,999
	2001	10.0000	8.0470	8,239
Alliance VP Growth and Income Fund - Level 1
	2002	9.2554	7.0902	204,029
	2001	10.0000	9.2554	153,121
Alliance VP Growth and Income Fund - Level 4
	2002	9.2302	7.0422	290,726
	2001	10.0000	9.2302	58,471
Alliance VP Worldwide Privatization Fund - Level 1
	2002	8.5417	8.0590	14,317
	2001	10.0000	8.5417	2,793
Alliance VP Worldwide Privatization Fund - Level 4
	2002	8.5184	8.0044	16,639
	2001	10.0000	8.5184	4,851
Alliance VP Quasar Fund - Level 1
	2002	9.4007	6.2936	3,119
	2001	10.0000	9.4007	24,698
Alliance VP Quasar Fund - Level 4
	2002	9.3752	6.2510	143
	2001	0.0000	9.3752	176
First Eagle Overseas Variable Fund - Level 1
	2002	10.0000	11.1405	200,859
First Eagle Overseas Variable Fund - Level 4
	2002	10.0000	11.1291	260,708
Fidelity VIP Contrafund Portfolio - Level 1
	2002	9.4582	8.4257	99,347
	2001	10.0000	9.4582	22,299
Fidelity VIP Contrafund Portfolio - Level 4
	2002	9.4325	8.3687	133,238
	2001	10.0000	9.4325	15,458
Fidelity VIP Growth Portfolio - Level 1
	2002	8.6745	5.9587	284,410
	2001	10.0000	8.6745	255,945
Fidelity VIP Growth Portfolio - Level 4
	2002	8.6509	5.9183	434,514
	2001	10.0000	8.6509	132,166
Fidelity VIP Overseas Portfolio - Level 1
	2002	8.0396	6.3022	46,317
	2001	10.0000	8.0396	187,551
Fidelity VIP Overseas Portfolio - Level 4
	2002	8.0177	6.2595	87,227
	2001	10.0000	8.0177	110,150
Alger American Growth Portfolio - Level 1
	2002	9.1190	6.0217	420,735
	2001	10.4940	9.1190	595,202
	2000	12.4941	10.4940	529,124
	1999	10.0000	12.4941	77,992
Alger American Growth Portfolio - Level 4
	2002	9.0556	5.9555	142,303
	2001	10.4638	9.0556	149,964
	2000	10.0000	10.4638	172,900
Alger American Income & Growth Portfolio - Level 1
	2002	11.4725	7.7897	265,607
	2001	13.5887	11.4725	422,986
	2000	13.9651	13.5887	312,754
	1999	10.0000	13.9651	25,358
Alger American Income & Growth Portfolio - Level 4
	2002	11.3928	7.7041	74,632
	2001	13.5496	11.3928	85,598
	2000	10.0000	13.5496	35,295
Alger American Small Capitalization Portfolio - Level 1
	2002	6.6714	4.8504	96,359
	2001	9.6050	6.6714	136,983
	2000	13.3871	9.6050	139,481
	1999	10.0000	13.3871	12,969
Alger American Small Capitalization Portfolio - Level 4
	2002	6.6249	4.7970	45,531
	2001	9.5773	6.6249	47,965
	2000	10.0000	9.5773	30,840
Goldman Sachs VIT CORE Large Cap Growth Fund - Level 1
	2002	7.5251	0	0
	2001	9.6377	7.5251	170,439
	2000	12.6147	9.6377	149,477
	1999	10.0000	12.6147	17,289
Goldman Sachs VIT CORE Large Cap Growth Fund - Level 4
	2002	7.4727	0	0
	2001	9.6377	7.4727	29,392
	2000	10.0000	9.6099	63,547
Goldman Sachs VIT CORE Small Cap Equity Fund - Level 1
	2002	12.4337	10.4193	34,664
	2001	12.0710	12.4337	38,999
	2000	12.0375	12.0710	30,176
	1999	10.0000	12.0375	1,775
Goldman Sachs VIT CORE Small Cap Equity Fund - Level 4
	2002	12.3472	10.3048	3,536
	2001	12.0363	12.3472	3,505
	2000	10.0000	12.0363	5,949
Goldman Sachs VIT CORE U.S. Equity Fund - Level 1
	2002	9.1000	7.0044	94,098
	2001	10.4871	9.1000	115,796
	2000	11.7733	10.4871	100,989
	1999	10.0000	11.7733	23,427
Goldman Sachs VIT CORE U.S. Equity Fund - Level 4
	2002	9.0367	6.9274	32,833
	2001	10.4570	9.0367	20,439
	2000	10.0000	10.4570	7,859
Goldman Sachs VIT Growth and Income Fund - Level 1
	2002	9.4039	8.2167	65,687
	2001	10.5260	9.4039	92,584
	2000	11.2057	10.5260	73,454
	1999	10.0000	11.2057	5,354
Goldman Sachs VIT Growth and Income Fund - Level 4
	2002	9.3385	8.1264	5,012
	2001	10.4957	9.3385	5,914
	2000	10.0000	10.4957	2,360
Goldman Sachs VIT International Equity Fund - Level 1
	2002	7.9292	6.3813	124,291
	2001	10.3510	7.9292	133,185
	2000	12.0983	10.3510	130,514
	1999	10.0000	12.0983	6,582
Goldman Sachs VIT International Equity Fund - Level 4
	2002	7.8740	6.3111	5,165
	2001	10.3211	7.8740	13,543
	2000	10.0000	10.3211	15,002
Goldman Sachs VIT Internet Tollkeeper Fund - Level 1
	2002	7.2031	0	0
	2001	10.0000	7.2031	2,090
Goldman Sachs VIT Internet Tollkeeper Fund - Level 4
	2002	7.1835	0	0
	2001	10.0000	7.1835	2,077
Goldman Sachs VIT Capital Growth Fund - Level 1
	2002	8.8132	6.5720	14,887
	2001	10.0000	8.8132	5,603
Goldman Sachs VIT Capital Growth Fund - Level 4
	2002	8.7892	6.5275	10,948
	2001	10.0000	8.7892	3,320
INVESCO VIF Dynamics Fund - Level 1
	2002	8.0634	5.4115	21,820
	2001	10.0000	8.0634	4,161
INVESCO VIF Dynamics Fund - Level 4
	2002	8.0415	5.3748	6,332
	2001	10.0000	8.0415	5,543
INVESCO VIF Small Company Growth Fund - Level 1
	2002	8.8343	5.9971	10,646
	2001	10.0000	8.8343	3,029
INVESCO VIF Small Company Growth Fund - Level 4
	2002	8.8102	5.9564	4,622
	2001	10.0000	8.8102	2,236
J.P. Morgan Series Trust II International Opportunities Portfolio - Level 1
	2002	7.7775	6.2614	76,980
	2001	9.7611	7.7775	96,812
	2000	11.7681	9.7611	76,078
	1999	10.0000	11.7681	10,730
J.P. Morgan Series Trust II International Opportunities Portfolio - Level 4
	2002	7.7234	6.1925	9,891
	2001	9.7330	7.7234	10,107
	2000	10.0000	9.7330	6,326
J.P. Morgan Series Trust II Small Company Portfolio - Level 1
	2002	10.8609	8.3858	34,804
	2001	11.9838	10.8609	51,579
	2000	13.7122	11.9838	57,006
	1999	10.0000	13.7122	5,598
J.P. Morgan Series Trust II Small Company Portfolio - Level 4
	2002	10.7853	8.2935	18,841
	2001	11.9493	10.7853	19,146
	2000	10.0000	11.9493	3,823
J.P. Morgan Series Trust II U.S. Large Cap Core Equity Portfolio - Level 1
	2002	8.7824	6.5237	58,232
	2001	10.1173	8.7824	99,457
	2000	11.5320	10.1173	83,819
	1999	10.0000	11.5320	6,455
J.P. Morgan Series Trust II U.S. Large Cap Core Equity Portfolio - Level 4
	2002	8.7213	6.4519	200,064
	2001	10.0882	8.7213	231,789
	2000	10.0000	10.0882	88,970
Lord Abbett Series Fund Growth and Income Portfolio - Level 1
	2002	11.9745	9.6725	586,297
	2001	13.0268	11.9745	571,453
	2000	11.4167	13.0268	245,260
	1999	10.0000	11.4167	55,559
Lord Abbett Series Fund Growth and Income Portfolio - Level 4
	2002	11.8913	9.5663	573,916
	2001	12.9894	11.8913	453,934
	2000	10.0000	12.9894	52,597
Lord Abbett Series Fund International - Level 1
	2002	7.8719	6.3843	2,915
	2001	10.0000	7.8719	2,079
Lord Abbett Series Fund International - Level 4
	2002	7.8504	6.3410	1,260
	2001	10.0000	7.8504	387
Lord Abbett Series Fund Mid Cap Value - Level 1
	2002	10.3684	9.2182	214,725
	2001	10.0000	10.3684	144,185
Lord Abbett Series Fund Mid Cap Value - Level 4
	2002	10.3402	9.1558	228,752
	2001	10.0000	10.3402	74,670
MFS/Sun Life Capital Appreciation S Class - Level 1
	2002	9.7147	6.4565	4,712
	2001	10.0000	9.7147	1,782
MFS/Sun Life Capital Appreciation S Class - Level 4
	2002	0	6.4212	12,501
	2001	10.0000	0	0
MFS/Sun Life Capital Appreciation Series - Level 1
	2002	8.6375	5.7553	152,349
	2001	11.7367	8.6375	191,038
	2000	13.4436	11.7367	238,596
	1999	10.0000	13.4436	4,427
MFS/Sun Life Capital Appreciation Series - Level 4
	2002	8.5774	5.6920	15,711
	2001	11.7029	8.5774	24,375
	2000	10.0000	11.7029	100,298
MFS/Sun Life Emerging Growth S Class - Level 1
	2002	9.7072	6.2799	26,018
	2001	10.0000	9.7072	25,552
MFS/Sun Life Emerging Growth S Class - Level 4
	2002	9.6936	6.2456	12,787
	2001	10.0000	9.6936	2,528
MFS/Sun Life Emerging Growth Series - Level 1
	2002	8.1556	5.2904	381,299
	2001	12.6513	8.1556	521,856
	2000	15.8653	12.6513	522,988
	1999	10.0000	15.8653	58,261
MFS/Sun Life Emerging Growth Series - Level 4
	2002	8.0988	5.2322	34,435
	2001	12.6149	8.0988	52,022
	2000	10.0000	12.6149	101,507
MFS/Sun Life Government Securities S Class - Level 1
	2002	10.1131	10.9147	145,367
	2001	10.0000	10.1131	9,783
MFS/Sun Life Government Securities S Class - Level 4
	2002	10.0990	10.8551	202,407
	2001	10.0000	10.0990	24,372
MFS/Sun Life Government Securities Series - Level 1
	2002	11.6972	12.6576	356,368
	2001	11.0472	11.6972	271,555
	2000	9.9962	11.0472	160,555
	1999	10.0000	9.9962	11,012
MFS/Sun Life Government Securities Series - Level 4
	2002	11.6160	12.5187	47,193
	2001	11.0153	11.6160	33,311
	2000	10.0000	11.0153	23,747
MFS/Sun Life High Yield S Class - Level 1
	2002	9.8804	9.9624	72,991
	2001	10.0000	9.8804	14,842
MFS/Sun Life High Yield S Class - Level 4
	2002	9.8665	9.9081	95,885
	2001	10.0000	9.8665	48,874
MFS/Sun Life High Yield Series - Level 1
	2002	9.4783	9.5931	158,693
	2001	9.4572	9.4783	302,577
	2000	10.2886	9.4572	265,229
	1999	10.0000	10.2886	44,229
MFS/Sun Life High Yield Series - Level 4
	2002	9.4124	9.4877	17,600
	2001	9.4255	9.4124	47,414
	2000	10.0000	9.4255	20,629
MFS/Sun Life Massachusetts Investors Growth Stock S Class - Level 1
	2002	9.7687	6.9202	45,779
	2001	10.0000	9.7687	26,405
MFS/Sun Life Massachusetts Investors Growth Stock S Class - Level 4
	2002	9.7550	6.8823	39,875
	2001	10.0000	9.7550	4,082
MFS/Sun Life Massachusetts Investors Growth Stock Series - Level 1
	2002	8.9716	6.3607	291,678
	2001	12.1225	8.9716	392,962
	2000	13.1026	12.1225	370,902
	1999	10.0000	13.1026	55,773
MFS/Sun Life Massachusetts Investors Growth Stock Series - Level 4
	2002	8.9092	6.2908	106,892
	2001	12.0876	8.9092	118,221
	2000	10.0000	12.0876	52,190
MFS/Sun Life Massachusetts Investors Trust S Class - Level 1
	2002	9.6642	7.4863	28,990
	2001	10.0000	9.6642	12,148
MFS/Sun Life Massachusetts Investors Trust S Class - Level 4
	2002	9.6506	7.4454	29,230
	2001	10.0000	9.6506	8,725
MFS/Sun Life Massachusetts Investors Trust Series - Level 1
	2002	9.3487	7.2574	229,161
	2001	11.2581	9.3487	315,386
	2000	11.4114	11.2581	245,729
	1999	10.0000	11.4114	48,386
MFS/Sun Life Massachusetts Investors Trust Series - Level 4
	2002	9.2837	7.1776	43,765
	2001	11.2257	9.2837	79,965
	2000	10.0000	11.2257	28,221
MFS/Sun Life New Discovery S Class - Level 1
	2002	10.3009	6.7344	60,064
	2001	10.0000	10.3009	7,517
MFS/Sun Life New Discovery S Class - Level 4
	2002	10.2864	6.6975	328,063
	2001	10.0000	10.2864	5,035
MFS/Sun Life New Discovery Series - Level 1
	2002	14.6705	9.6200	215,786
	2001	15.6900	14.6705	179,957
	2000	15.8588	15.6900	212,082
	1999	10.0000	15.8588	18,482
MFS/Sun Life New Discovery Series - Level 4
	2002	14.5684	9.5142	55,601
	2001	15.6448	14.5684	34,159
	2000	10.0000	15.6448	29,127
MFS/Sun Life Total Return S Class - Level 1
	2002	9.9609	9.2388	156,057
	2001	10.0000	9.9609	37,438
MFS/Sun Life Total Return S Class - Level 4
	2002	9.9469	9.1884	279,586
	2001	10.0000	9.9469	53,569
MFS/Sun Life Total Return Series - Level 1
	2002	11.9227	11.0783	320,702
	2001	12.0376	11.9227	304,795
	2000	10.4572	12.0376	194,480
	1999	10.0000	10.4572	42,271
MFS/Sun Life Total Return Series - Level 4
	2002	11.8399	10.9567	74,386
	2001	12.0030	11.8399	72,725
	2000	10.0000	12.0030	3,383
MFS/Sun Life Utilities S Class - Level 1
	2002	8.9236	6.6702	16,950
	2001	10.0000	8.9236	3,741
MFS/Sun Life Utilities S Class - Level 4
	2002	8.9110	6.6338	28,919
	2001	10.0000	8.9110	20,490
MFS/Sun Life Utilities Series - Level 1
	2002	9.4609	7.0996	224,363
	2001	12.6848	9.4609	325,547
	2000	12.0305	12.6848	301,219
	1999	10.0000	12.0305	49,859
MFS/Sun Life Utilities Series - Level 4
	2002	9.3951	7.0216	48,831
	2001	12.6483	9.3951	88,937
	2000	10.0000	12.6483	92,707
OCC Accumulation Trust Equity Portfolio - Level 1
	2002	10.6338	8.2355	15,832
	2001	11.6056	10.6338	19,808
	2000	10.7137	11.6056	27,408
	1999	10.0000	10.7137	102
OCC Accumulation Trust Equity Portfolio - Level 4
	2002	10.5599	8.1450	3,244
	2001	11.5722	10.5599	6,893
	2000	10.0000	11.5722	7,891
OCC Accumulation Trust Managed Portfolio - Level 1
	2002	10.7277	8.7872	11,113
	2001	11.4485	10.7277	26,412
	2000	10.5852	11.4485	25,564
	1999	10.0000	10.5852	25,785
OCC Accumulation Trust Managed Portfolio - Level 4
	2002	10.6531	8.6907	174
	2001	11.4156	10.6531	174
	2000	10.0000	11.4156	12,616
OCC Accumulation Trust Mid Cap Portfolio - Level 1
	2002	16.3655	14.9773	42,563
	2001	15.5854	16.3655	80,882
	2000	12.5624	15.5854	94,315
	1999	10.0000	12.5624	19,070
OCC Accumulation Trust Mid Cap Portfolio - Level 4
	2002	16.2518	14.8128	3,964
	2001	15.5406	16.2518	6,392
	2000	10.0000	15.5406	6,218
OCC Accumulation Trust Small Cap Portfolio - Level 1
	2002	16.0106	12.3643	13,049
	2001	14.9981	16.0106	17,916
	2000	10.5551	14.9981	9,783
	1999	10.0000	10.5551	102
OCC Accumulation Trust Small Cap Portfolio - Level 4
	2002	15.8994	12.2285	4,022
	2001	14.9550	15.8994	5,655
	2000	10.0000	14.9550	7,179
PIMCO Real Return Bond Portfolio - Level 1
	2002	10.0000	10.0813	13,697
PIMCO Real Return Bond Portfolio - Level 4
	2002	10.0000	10.0710	211
PIMCO Total Return Bond Portfolio - Level 1
	2002	10.0000	10.2144	174,068
PIMCO Total Return Bond Portfolio - Level 4
	2002	10.0000	10.2040	158,337
PIMCO Emerging Markets Bond Portfolio - Level 1
	2002	10.0000	11.6272	126,196
PIMCO Emerging Markets Bond Portfolio - Level 4
	2002	10.0000	11.6153	132,777
PIMCO High Yield Portfolio - Level 1
	2002	10.0000	10.8329	125,128
PIMCO High Yield Portfolio - Level 4
	2002	10.0000	10.8218	178,487
Rydex VT Nova Fund Portfolio - Level 1
	2002	8.2573	5.2302	721
	2001	10.0000	8.2573	16
Rydex VT Nova Fund Portfolio - Level 4
	2002	8.2348	5.1947	2,076
	2001	10.0000	8.2348	2,412
Rydex VT OTC Fund Portfolio - Level 1
	2002	7.9348	4.7814	6,559
	2001	10.0000	7.9348	6,973
Rydex VT OTC Fund Portfolio - Level 4
	2002	7.9131	4.7490	5,381
	2001	10.0000	7.9131	5,153
SC INVESCO Energy Fund - Level 1
	2002	8.4985	0	0
	2001	10.0000	8.4985	7,078
SC INVESCO Energy Fund - Level 4
	2002	8.4754	0	0
	2001	10.0000	8.4754	4,428
SC INVESCO Health Sciences Fund - Level 1
	2002	10.1385	0	0
	2001	10.0000	10.1385	21,640
SC INVESCO Health Sciences Fund - Level 4
	2002	10.1109	0	0
	2001	10.0000	10.1109	22,828
SC INVESCO Technology Fund - Level 1
	2002	7.0828	0	0
	2001	10.0000	7.0828	378
SC INVESCO Technology Fund - Level 4
	2002	7.0635	0	0
	2001	10.0000	7.0635	6,994
SC INVESCO Telecommunications Fund - Level 1
	2002	0	0	0
	2001	10.0000	0	0
SC INVESCO Telecommunications Fund - Level 4
	2002	5.4961	0	0
	2001	10.0000	5.4961	19,073
SC Neuberger Berman Mid Cap Growth Fund - Level 1
	2002	8.6634	6.0372	36,776
	2001	10.0000	8.6634	16,751
SC Neuberger Berman Mid Cap Growth Fund - Level 4
	2002	8.6398	5.9962	30,012
	2001	10.0000	8.6398	19,490
SC Neuberger Berman Mid Cap Value Fund - Level 1
	2002	9.7991	8.7366	32,009
	2001	10.0000	9.7991	10,932
SC Neuberger Berman Mid Cap Value Fund - Level 4
	2002	9.7725	8.6774	44,555
	2001	10.0000	9.7725	5,329
SC Blue Chip Mid Cap Fund - Level 1
	2002	15.5116	13.0085	248,405
	2001	16.2722	15.5116	251,592
	2000	13.2132	16.2722	243,919
	1999	10.0000	13.2132	17,878
SC Blue Chip Mid Cap Fund - Level 4
	2002	15.4037	12.8655	214,371
	2001	16.2254	15.4037	146,226
	2000	10.0000	16.2254	46,440
Sun Capital Investment Grade Bond Fund - Level 1
	2002	11.4715	11.8930	421,010
	2001	10.8554	11.4715	581,035
	2000	10.0222	10.8554	268,500
	1999	10.0000	10.0222	11,533
Sun Capital Investment Grade Bond Fund - Level 4
	2002	11.3918	11.7624	333,665
	2001	10.8241	11.3918	272,819
	2000	10.0000	10.8241	43,542
SC Investors Foundation Fund - Level 1
	2002	10.0098	7.4145	6,040
	2001	11.0327	10.0098	6,553
	2000	11.9051	11.0327	4,159
	1999	10.0000	11.9051	394
SC Investors Foundation Fund - Level 4
	2002	9.9402	7.3330	20,483
	2001	11.0010	9.9402	9,231
	2000	10.0000	11.0010	207
Sun Capital Money Market Fund - Level 1
	2002	10.7349	10.6982	1,158,613
	2001	10.5161	10.7349	1,233,229
	2000	10.0779	10.5161	801,538
	1999	10.0000	10.0779	366,623
Sun Capital Money Market Fund - Level 4
	2002	10.6603	10.5807	299,730
	2001	10.4858	10.6603	113,904
	2000	10.0000	10.4858
Sun Capital Real Estate Fund - Level 1
	2002	14.7767	15.1589	159,606
	2001	13.3219	14.7767	97,704
	2000	10.3018	13.3219	103,314
	1999	10.0000	10.3018	2,281
Sun Capital Real Estate Fund - Level 4
	2002	14.6741	14.9925	161,956
	2001	13.2836	14.6741	43,197
	2000	10.0000	13.2836	9,310
SC Select Equity Fund - Level 1
	2002	9.9482	7.1031	45,864
	2001	12.0538	9.9482	44,076
	2000	13.5393	12.0538	110,471
	1999	10.0000	13.5393	9,027
SC Select Equity Fund - Level 4
	2002	9.8790	7.0250	18,246
	2001	12.0191	9.8790	23,923
	2000	10.0000	12.0191	67,223
SC Davis Venture Value Fund - Level 1
	2002	8.6247	7.1176	168,002
	2001	9.7910	8.6247	153,630
	2000	10.0000	9.7910	130,722
SC Davis Venture Value Fund - Level 4
	2002	8.5737	7.0467	122,307
	2001	9.7731	8.5737	99,065
	2000	10.0000	9.7731	19,626
SC Davis Financial Fund - Level 1
	2002	10.3673	8.3305	23,176
	2001	11.2632	10.3673	50,731
	2000	10.0000	11.2632	12,214
SC Davis Financial Fund - Level 4
	2002	10.3060	8.2476	61,260
	2001	11.2426	10.3060	48,921
	2000	10.0000	11.2426	23,603
SC Value Equity Fund - Level 1
	2002	10.8135	7.7262	33,715
	2001	11.2609	10.8135	26,105
	2000	10.0000	11.2609	728
SC Value Equity Fund - Level 4
	2002	10.7496	7.6493	2,064
	2001	11.2403	10.7496	14,079
	2000	10.0000	11.2403	3,293
SC Value Managed Fund - Level 1
	2002	10.4670	8.1094	25,344
	2001	11.3072	10.4670	2,831
	2000	10.0000	11.3072
S Value Managed Fund - Level 4
	2002	10.4051	8.0288	15,751
	2001	11.2865	10.4051	13,973
	2000	10.0000	11.2865
SC Value Mid Cap Fund - Level 1
	2002	10.8136	10.0164	74,010
	2001	10.2714	10.8136	96,665
	2000	10.0000	10.2714	137,558
SC Value Mid Cap Fund - Level 4
	2002	10.7496	9.9167	54,796
	2001	10.2526	10.7496	32,644
	2000	10.0000	10.2526	18,407
SC Value Small Cap Fund - Level 1
	2002	12.9971	10.1672	235,491
	2001	12.1093	12.9971	125,898
	2000	10.0000	12.1093	96,343
SC Value Small Cap Fund - Level 4
	2002	12.9203	10.0660	239,891
	2001	12.0871	12.9203	62,496
	2000	10.0000	12.0871	9,272
SC Alger Growth Fund - Level 1
	2002	10.0000	7.4989	49,500
SC Alger Growth Fund - Level 4
	2002	10.0000	7.4784	140,465
SC Alger Income & Growth Fund - Level 1
	2002	10.0000	7.7830	61,140
SC Alger Income & Growth Fund - Level 4
	2002	10.0000	7.7618	19,540
SC Alger Small Capitalization Fund - Level 1
	2002	10.0000	7.6659	13,937
SC Alger Small Capitalization Fund - Level 4
	2002	10.0000	7.6449	12,666
Sun Capital All Cap Fund - Level 1
	2002	10.0000	7.4836	6,992
Sun Capital All Cap Fund - Level 4
	2002	10.0000	7.4631	8,747
Templeton Growth Securites Fund - Level 1
	2002	10.0000	0	0
Templeton Growth Securites Fund - Level 4
	2002	10.0000	0	0
Templeton Foreign Securites Fund - Level 1
	2002	10.0000	10.4515	3,087
Templeton Foreign Securites Fund - Level 4
	2002	10.0000	0	0

</R>

APPENDIX K

INVESTMENT OPTIONS AND EXPENSES FOR INITIAL CLASS SHARES

<R>

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

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

Large-Cap Value Equity Funds	Small-Cap Growth Equity Funds
MFS/Sun Life Total Return Series	MFS/ Sun Life New Discovery Series
Large-Cap Blend Equity Funds	Large-Cap Value Sector Equity Funds
MFS/ Sun Life Massachusetts Investors Trust Series	MFS/ Sun Life Utilities Series
Large-Cap Growth Equity Funds	High Quality Intermediate-Term Bond Funds
MFS/ Sun Life Capital Appreciation Series	MFS/ Sun Life Government Securities Series
MFS/ Sun Life Emerging Growth Series	Low-Quality Intermediate-Term Bond Fund
MFS/ Sun Life Massachusetts Investors Growth	MFS/ Sun Life High Yield Series
Stock Series

The shares of the Initial Class have the same investment objectives, policies, and strategies as the shares of the Service Class. The only differences between the two classes are their expense ratios, which are 0.25% lower for the Initial Class shares.

</R>

<R>

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

P.O. Box 9133

Wellesley Hills, Massachusetts 02481

</R>

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

PROSPECTUS

MAY 1, 2003

MFS REGATTA EXTRA

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 a range of fixed options. The variable options are Sub-Accounts in the Variable Account, each of which invests in shares of one of the following series of the MFS/Sun Life Series Trust (the "Funds"). The MFS/Sun Life Series Trust (the "Series Fund") is a mutual fund advised by our affiliate, Massachusetts Financial Services Company:

<R>

Large-Cap Value Equity Funds	Mid-Cap Value Equity Funds
MFS/Sun Life Global Asset Allocation- S Class	MFS/ Sun Life Mid Cap Value - S Class
MFS/Sun Life Global Total Return - S Class	Mid-Cap Growth Equity Funds
MFS/ Sun Life International Value - S Class	MFS/ Sun Life Mid Cap Growth - S Class
MFS/ Sun Life Strategic Value - S Class	Small-Cap Growth Equity Funds
MFS/Sun Life Total Return - S Class	MFS/ Sun Life New Discovery - S Class
MFS/ Sun Life Value - S Class	Large-Cap Growth Sector Equity Funds
Large-Cap Blend Equity Funds	MFS/ Sun Life Global Telecommunications
MFS/ Sun Life Capital Opportunities - S Class	- S Class
MFS/ Sun Life Massachusetts Investors Trust	MFS/ Sun Life Technology - S Class
- S Class	Large-Cap Value Sector Equity Funds
MFS/ Sun Life Research - S Class	MFS/ Sun Life Utilities - S Class
MFS/ Sun Life Research Growth and Income - S Class	High Quality Intermediate-Term Bond Funds
Large-Cap Growth Equity Funds	MFS/ Sun Life Bond - S Class
MFS/ Sun Life Capital Appreciation - S Class	MFS/ Sun Life Government Securities - S Class
MFS/ Sun Life Emerging Growth - S Class	High Quality Long-Term Bond Funds
MFS/ Sun Life Emerging Markets Equity - S Class	MFS/ Sun Life Global Governments - S Class
MFS/ Sun Life Global Growth - S Class	Low-Quality Intermediate-Term Bond Fund
MFS/ Sun Life International Growth - S Class	MFS/ Sun Life High Yield - S Class
MFS/ Sun Life Managed Sectors - S Class	MFS/ Sun Life Strategic Income - S Class
MFS/ Sun Life Massachusetts Investors Growth	Money Market Fund
Stock - S Class	MFS/ Sun Life Money Market - S Class
MFS/ Sun Life Research International - S Class
MFS/ Sun Life Strategic Growth - 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 Series Fund prospectus carefully before investing and keep them for future reference. They contain important information about the Contract and the Funds.

We have filed a Statement of Additional Information dated May 1, 2003 (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 49 of this Prospectus. You may obtain a copy without charge by writing to us at the address shown below (which we sometimes refer to as our "Annuity Mailing Address") or by telephoning (800) 752-7215. In addition, the SEC maintains a website (http://www.sec.gov) that contains the SAI, material incorporated by reference, and other information regarding companies that file with the SEC.

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

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

Expenses associated with contracts offering a bonus credit may be higher than those associated with contracts that do not offer a bonus credit. The bonus credit may be more than offset by the charges associated with the credit.

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

TABLE OF CONTENTS

	PAGE
Special Terms		4
Product Highlights		4
Fees and Expenses		7
Example		9
Condensed Financial Information		13
The Annuity Contract		13
Communicating To Us About Your Contract		13
Sun Life Assurance Company of Canada (U.S.)		14
The Variable Account		14
Variable Account Options: The Funds		14
The Fixed Account		17
The Fixed Account Options: The Guarantee Periods		17
The Accumulation Phase		17
Issuing Your Contract		17
Amount and Frequency of Purchase Payments		18
Allocation of Net Purchase Payments		18
Your Account		18
Your Account Value		18
Purchase Payment Interest		18
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		24
Cash Withdrawals		24
Withdrawal Charge		25
Types of Withdrawals Not Subject to Withdrawal Charge		26
Market Value Adjustment		27
Contract Charges		28
Account Fee		28
Administrative Expense Charge		28
Mortality and Expense Risk Charge		28
Charges for Optional Death Benefit Riders		29
Premium Taxes		29
Fund Expenses		29
Modification in the Case of Group Contracts		29
Death Benefit		29
Amount of Death Benefit		30
The Basic Death Benefit		30
Optional Death Benefit Riders		30
Spousal Continuance		32
Calculating the Death Benefit		33
Method of Paying Death Benefit		33
Non-Qualified Contracts		33
Selection and Change of Beneficiary		34
Payment of Death Benefit		34
Due Proof of Death		34
The Income Phase -- Annuity Provisions		34
Selection of Annuitant or Co-Annuitant		34
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
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		40
Modification		40
Discontinuance of New Participants		40
Reservation of Rights		40
Right to Return		40
Tax Considerations		41
U.S. Federal Income Tax Considerations		41
Deductibility of Purchase Payments		41
Pre-Distribution Taxation of Contracts		41
Distributions and Withdrawals from Non-Qualified Contracts		42
Distribution and Withdrawals from Qualified Contracts		42
Withholding		43
Investment Diversification and Control		43
Tax Treatment of the Company and the Variable Account		43
Qualified Retirement Plans		43
Pension and Profit-Sharing Plans		44
Tax-Sheltered Annuities		44
Individual Retirement Accounts		44
Roth IRAs		45
Status of Optional Death Benefit Riders		45
Puerto Rico Tax Considerations		45
Administration of the Contract		46
Distribution of the Contract		46
Performance Information		46
Available Information		47
Incorporation of Certain Documents by Reference		47
State Regulation		48
Legal Proceedings		48
Financial Statements		49
Table of Contents of Statement of Additional Information		49
Appendix A -- Glossary		50
Appendix B -- Withdrawals, Withdrawal Charges and the Market Value Adjustment		53
Appendix C -- Calculation of Basic Death Benefit		56
Appendix D -- Calculation of Earnings Enhancement Optional Death Benefit		57
Appendix E -- Calculation of Death Benefit When EEB and MAV and 5% Roll-Up Riders Are Selected		59
Appendix F -- Calculation of Earnings Enhancement  Plus Optional Death Benefit		60
Appendix G -- Calculation of Earnings Enhancement Plus With MAV Optional Death Benefit		61
Appendix H -- Calculation of Earnings Enhancement Plus With 5% Roll -Up Optional Death Benefit		62
Appendix I --  Calculation of Purchase Payment Interest (Bonus Credit)		63
Appendix J -- Condensed Financial Information - Accumulation Unit Values		65
Appendix K -- Investment Options and Expenses for Initial Class Shares		73

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 MFS Regatta Extra 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 one or more of the optional death benefit riders.

The Accumulation Phase

Under most circumstances, you can buy the Contract with an initial Purchase Payment of $10,000 or more, and you can make additional Purchase Payments 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 $1 million or, if the Purchase Payment would cause your Account Value to exceed $1 million. In addition, we will credit your Contract with Purchase Payment Interest at a rate of 2% to 5% of each Purchase Payment based upon the interest rate option you choose when you apply for your Contract.

Variable Account Options: The Funds

You can allocate your Purchase Payments among Sub-Accounts investing in a number of Fund options. Each Fund is a separate series of the MFS/Sun Life Series Trust, an open-end management investment company registered under the Investment Company Act of 1940. Our affiliate, Massachusetts Financial Services Company ("MFS"), serves as the investment adviser to the Series 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.

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Fees and Expenses

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

During the Accumulation Phase, we deduct a $35 Annual Account Fee, if your Account Value is less than $100,000 on your Account Anniversary. We will waive the Account Fee if your Contract was fully invested in the Fixed Account during the entire Account Year. After the fifth Contract Year, we may increase the fee, but it will never exceed $50.

We deduct a mortality and expense risk charge of 1.30% of the average daily value of the Contract invested in the Variable Account. We also deduct an administrative charge of 0.15% of the average daily value of the Contract invested in the Variable Account.

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 Contract year and declines to 0% after seven years.

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

If you elect one or more of the optional death benefit riders, we will deduct, during the Accumulation Phase, an additional charge from the assets of the Variable Account ranging from 0.15% to 0.40% of the average daily value of your Contract, depending upon which optional death benefit rider(s) you 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, 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. You decide when your Income Phase will begin but, once it begins, you cannot change your choice of annuity payment options.

Death Benefit

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

Withdrawals, Withdrawal Charge and Market Value Adjustment

You can withdraw money from your Contract during the Accumulation Phase. You may withdraw a portion of your Account Value each year without the imposition of a withdrawal charge. This "free withdrawal amount" equals the amount of all Purchase Payments made and not withdrawn prior to the last 7 Account Years plus the greater of (1) your Contract earnings in the prior Account Year and (2) 10% of all Purchase Payments made in the last 7 Account Years (including the current Account Year). All other Purchase Payments are subject to the withdrawal charge. Withdrawals made from the Fixed Account may also be subject to a Market Value Adjustment (see prospectus under "Market Value Adjustment"). You may also have to pay income taxes and tax penalties on money you withdraw.

Right to Return

Your Contract contains a "free look" provision. If you can 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:

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

            P. O. Box 9133

            Wellesley Hills , Massachusetts 02481

            Toll Free (800) 752-7215

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FEES AND EXPENSES

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

Contract Owner Transaction Expenses

Sales Load Imposed on Purchases (as a percentage of purchase payments):	0%
Maximum Withdrawal Charge (as a percentage of purchase payments):	8%*
Maximum Transfer Fee (currently $0):	$15**

*	Number of Complete Account Years Since Purchase Payment has been in the Account	Surrender Charge
	0-1	8%
	1-2	8%
	2-3	7%
	3-4	7%
	4-5	6%
	5-6	5%
	6-7	4%
	7 or more	0%

	A portion of your Account may be withdrawn each year without imposition of any withdrawal charge and, after a Purchase Payment has been in your Account for 7 Account Years, it may be withdrawn free of the withdrawal charge. (See "Withdrawal Charges.")
**	Currently, we impose no fee upon transfers; however, we reserve the right to impose a fee of up to $15 per transfer. (See "Transfer Privilege.")

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

Annual Account Fee $ 50*

Variable Account Annual Expenses

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

Mortality and Expense Risks Charge:	1.30%
Administrative Expenses Charge:	0.15%
Total Variable Account Annual Expenses (without optional benefits):	1.45%

Charges for Optional Features

Maximum Charge for Optional Death Benefit Rider:	0.40%**
Total Variable Account Annual Expenses with Maximum Charge for Optional Death Benefit Riders:	1.85%

*	The Annual Account Fee is currently $35. After the fifth Account Year, the fee may be changed annually, but it will never be greater than $50. The fee is waived on Contracts greater than $100,000 in value on your Account Anniversary and on Contracts fully invested in the Fixed Account during the entire Account Year. (See "Account Fee.")
**	The optional death benefit riders are defined under "Death Benefit." The charge varies depending upon the rider selected as follows:

Rider(s) Elected	% of Average Daily Value
"EEB"	0.15%
"MAV"	0.15%
"5% Roll-Up"	0.15%
"EEB" and "MAV"	0.25%
"EEB" and "5% Roll-Up"	0.25%
"MAV" and "5% Roll-Up"	0.25%
"EEB Plus"	0.25%
"EEB" and "MAV" and "5% Roll-Up"	0.40%
"EEB Plus MAV"	0.40%
"EEB Plus 5% Roll-Up"	0.40%

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

Total Annual Fund Operating Expenses	Minimum	Maximum
(expenses as a percentage of average daily Fund net assets that are deducted from Fund assets, including management fees, distribution and/or service (12b-1) fees, and other expenses, prior to any fee waiver or expense reimbursement)	0.82%	8.30%*

* The expenses shown are for the year ended December 31, 2002, and do not reflect any fee waiver or expense reimbursement. The advisers and/or other service providers of certain Funds have agreed to reduce their fees and/or reimburse the Funds' expenses in order to keep the Funds' expenses below specified limits. The expenses of certain Funds are reduced by contractual fee reduction and expense reimbursement arrangements that will remain in effect at least through May 1, 2004. The minimum and maximum Total Annual Fund Operating Expenses for all Funds after all fee reductions and expense reimbursements are 0.82% and 1.51 %, respectively. Each fee reduction and/or expense reimbursement arrangement is described in the relevant Fund's prospectus.

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

EXAMPLE

This Example is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include contract Owner transaction expenses, contract fees, variable account annual expenses, and Fund fees and expenses.

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

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

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

1 year	3 years	5 years	10 years
$1,076	$2,950	$4,636	$8,027

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

1 year	3 years	5 years	10 years
$356	$2,369	$4,185	$8,027

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

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CONDENSED FINANCIAL INFORMATION

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

THE ANNUITY CONTRACT

Sun Life Assurance Company of Canada (U.S.) (the "Company", "we" or "us") 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 one or more optional death benefit riders and paying an additional charge for each optional death benefit rider you elect. Finally, if you so elect, during the Income Phase we will make annuity payments to you or someone else for life or for another period that you choose.

You choose these benefits on a variable or fixed basis or a combination of both. When you choose Variable Account investment options or a Variable Annuity option, your benefits will 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.

The Contract is designed for use in connection with retirement and deferred compensation plans, some of which qualify for favorable federal income tax treatment under Sections 401, 403, 408 or 408A of the Internal Revenue Code. The Contract is also designed so that it may be used in connection with certain non-tax-qualified retirement plans, such as payroll savings plans and such other groups (trusteed or non-trusteed) as may be eligible under applicable law. We refer to Contracts used with plans that receive favorable tax treatment as "Qualified Contracts," and all other Contracts as "Non-Qualified Contracts."

COMMUNICATING TO US ABOUT YOUR CONTRACT

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

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

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

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

We are a stock life insurance company incorporated under the laws of Delaware on January 12, 1970. We do business in 49 states, the District of Columbia, 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 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 Contracts described in this Prospectus and other variable annuity 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 the Contracts, 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 MFS/SUN LIFE SERIES TRUST

The MFS/Sun Life Series Trust (the "Series Fund") is an open-end management investment company registered under the Investment Company Act of 1940. Our affiliate, Massachusetts Financial Services Company ("MFS"), serves as the investment adviser to the Series Fund.

The Series Fund is composed of a number of independent portfolios of securities, each of which has separate investment objectives and policies. Shares of the Series Fund are issued in 31 series (each, a "Fund"), each corresponding to one of the portfolios. The Contract provides for investment by the Sub-Accounts in shares of the Funds described below. Additional portfolios may be added to the Series Fund which may or may not be available for investment by the Variable Account.

The Series Fund pays fees to MFS for its services pursuant to investment advisory agreements. MFS also serves as investment adviser to each of the funds in the MFS Family of Funds, and to certain other investment companies established by MFS and/or us. MFS Institutional Advisers, Inc., a wholly-owned subsidiary of MFS, provides investment advice to substantial private clients.

MFS and its predecessor organizations have a history of money management dating from 1924. MFS operates as an autonomous organization and the obligation of performance with respect to the investment advisory and underwriting agreements (including supervision of the sub-advisers noted below) is solely that of MFS. We undertake no obligation in this regard.

MFS may serve as the investment adviser to other mutual funds which have similar investment goals and principal investment policies and risks as the Series, and which 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 Series Fund also offers its shares to other separate accounts established by the Company and our New York subsidiary in connection with variable annuity and variable life insurance contracts. Although we do not anticipate any disadvantages to this arrangement, 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 investing in the Series Fund. A conflict may occur due to differences in tax laws affecting the operations of

variable life and variable annuity separate accounts, or some other reason. We and the Series Fund's Board of Trustees will monitor events for such conflicts, and, in the event of a conflict, we will take steps necessary to remedy the conflict, including withdrawal of the Variable Account from participation in the Fund which is involved in the conflict or substitution of shares of other Funds or other mutual funds.

More comprehensive information about the series fund and the management, investment objectives, policies, restrictions, expenses and potential risks of each fund may be found in the current prospectus of the Series Fund. You should read the Series Fund prospectus carefully before investing. The Series Fund prospectus and the Series Fund's Statement of Additional Information are available by calling 1-800-752-7215.

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 interest rate specials for new Purchase Payments that are higher than the rates we are then offering for renewals or transfers.

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

THE ACCUMULATION PHASE

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

Issuing Your Contract

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

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

Amount and Frequency of Purchase Payments

The amount of Purchase Payments may vary; however, we will not accept an initial Purchase Payment of less than $10,000, and 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. Within these limits, you may make Purchase Payments at any time during the Accumulation Phase.

Allocation of Net Purchase Payments

You may allocate your Purchase Payments among the different Sub-Accounts and Guarantee Periods we offer, but 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 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 under "Variable Account Value" and "Fixed Account Value."

Purchase Payment Interest

We will credit your Contract with interest at the rate you selected when you applied for the Contract. Currently, we offer 2 interest rate options:

OPTION A: The 2% Five -Year Anniversary Interest Option -- Under this option we will credit your Contract with interest at a rate of 2% of each Purchase Payment received prior to the first Account Anniversary. In addition, if you chose this option, we will credit your Contract with interest at a rate of 2% of the Account Value at the end of every Fifth-Year Anniversary.

OPTION B: The 3%, 4%, or 5% Interest Option -- Under this option we will credit your Contract with interest at the following rates:

o 3% of each Purchase Payment if the sum of all Purchase Payments, reduced by the sum of all withdrawals (your "Net Purchase Payments"), is less than $100,000 on the day we receive the Purchase Payment;

o 4% of each Purchase Payment if your Net Purchase Payments is $100,000 or more but less than $500,000 on the day we receive the Purchase Payment; and

o 5% of each Purchase Payment if your Net Purchase Payments are $500,000 or more on the day we receive the Purchase Payment.

If you chose this Option B, there may be an additional credit paid at the end of the first Account Year. If your Net Purchase Payments at the end of your first Account Year are greater than or equal to $100,000, but less than $500,000, and some of your Net Purchase Payment(s) received a credit of 3% (rather than 4%), then an additional 1% will be paid on the amount of Net Purchase Payments that received the 3% credit. Similarly, if your Net Purchase Payments at the end of your first Account Year are greater than or equal to $500,000 and some of your Purchase Payment(s) received a credit of either 3% or 4% (rather than 5%), then an additional 2% or 1% will be paid on the amount of Net Purchase Payments that received a 3% credit or a 4% credit, respectively.

We credit Purchase Payment Interest during the same Valuation Period in which we receive the Purchase Payment. We allocate the Purchase Payment Interest to the Sub-Accounts and/or the Guarantee Periods in the same proportion as the Net Purchase Payment is allocated. For any additional 1% or 2% interest credit under Option B or any Fifth-Year Anniversary credit under Option A, we allocate the credit on a pro rata basis to all Sub-Accounts and/or Guarantee Periods in which you are invested, excluding any Guarantee Periods established to support a dollar-cost averaging program. Any additional interest adjustments will be credited on your Account Anniversary.

The Contracts are designed to give the most value to Participants with long-term investment goals. We will deduct the "Adjusted" Purchase Payment Interest if the Contract is returned during the "free look period." For a description of the free look period and Adjusted Purchase Payment Interest, see "Right to Return." For examples of how we calculate Purchase Payment Interest, see Appendix I.

We may credit Purchase Payment Interest at rates other than those described above on Contracts sold 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. The Company expects to make a profit on Purchase Payment Interest from the mortality and expense risk charge.

We may also credit the Purchase Payment Interest rates described above using different Net Purchase Payment dollar amount thresholds. Any change in the Net Purchase Payment dollar amount thresholds will be offered to all Participants on a prospective basis.

See "Tax Considerations -- Qualified Retirement Plans," if this Contract is to be purchased 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.

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 the number of 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:

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

o 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 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:

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

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

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

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

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

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

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

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

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

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 pre-authorized 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, the Series Funds has reserved the right to temporarily or permanently refuse exchange requests from the Variable Account if, in MFS' 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; Bonus Guaranteed Interest Rates

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

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. Each month or quarter, as you select, we will transfer the same amount automatically (including a portion of the Purchase Payment Interest) 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 (excluding Purchase Payment Interest).

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 Series Trust's 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 is 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

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 models, as well as the terms and conditions of the asset allocation program, are fully described in a separate brochure. We may add or delete programs in the future.

If you elect an 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 and Interest out Programs

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

Under the Systematic Withdrawal Program, you determine the amount and frequency of regular withdrawals you would like to receive from your Fixed Account Value and/or Variable Account Value and we will effect them automatically; a Market Value Adjustment may be applicable upon withdrawal. Under the Interest out Program, we automatically pay to you, or reinvest, interest credited for all Guarantee Periods you have chosen. The withdrawals under these programs are subject to surrender charges. They may also be included as income and subject to a 10% federal tax penalty. You should consult your tax adviser before choosing these options.

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

     Portfolio Rebalancing Program

Under the Portfolio Rebalancing Program, we transfer funds among the 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.

     Secured Futures Program

Under the Secured Futures Program, we divide your Purchase Payments and Purchase Payment Interest 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 and Purchase Payment Interest 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 and Purchase Payment Interest 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 Purchase Payment and Purchase Payment Interest(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," below), and withdrawals from your Fixed Account Value also may be subject to a Market Value Adjustment (see "Market Value Adjustment," below).Withdrawals also may have adverse federal income tax consequences, including a10% 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 add or subtract the amount of any Market Value Adjustment applicable to your Fixed Account Value; and finally, we deduct any applicable withdrawal charge.

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

     Partial Withdrawals

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 of1940 and applicable state insurance law. Currently, we may defer payment of amounts you withdraw from the Variable Account only for the following periods:

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

o 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

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

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

     Withdrawal Restrictions for Qualified Plans

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

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

Withdrawal Charge

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

     Free Withdrawal Amount

In each Account Year you may withdraw a portion of your Account Value -- which we call the "free withdrawal amount" -- before incurring the withdrawal charge. For any year, the free withdrawal amount is equal to the amount of all Purchase Payments made before the last 7 Account Years that you have not previously withdrawn, plus the greater of:

o your Contract's earnings (defined below) during the prior Account Year; and

o 10% of the amount of all Purchase Payments you have made during the last 7 Account Years, including the current Account Year.

Any portion of the "free withdrawal amount" that you do not use in an Account Year is not cumulative; that is, it will not be carried forward or available for use in future years.

Your Contract's earnings during the prior Account Year are equal to:

o the difference between your Account Value at the end of the prior Account Year and your Account Value at the beginning of the prior Account Year, minus

o any Purchase Payments made during the prior Account Year, plus

o any partial withdrawals and charges taken during the prior Account Year.

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

     Order of Withdrawal

When you make a withdrawal, we consider the oldest remaining Purchase Payment to be withdrawn first, then the next oldest, and so forth. Once all Purchase Payments are withdrawn, the balance withdrawn is considered to be accumulated value and is not subject to a withdrawal charge.

     Calculation of Withdrawal Charge

We calculate the amount of the withdrawal charge by multiplying the Purchase Payments you withdraw by a percentage. The percentage varies according to the number of Account Years the Purchase Payment has been held in your Account, including the Account Year in which you made the Payment, but not the Account Year in which you withdraw it. Each Payment begins a new 7 year period and moves down a declining surrender charge scale as shown below at each Account Anniversary. Payments received during the current Account Year will be charged 8%, if withdrawn. On your next scheduled Account Anniversary, that Payment, along with any other Payments made during that Account Year, will be considered to be in their second Account Year and will have an 8% withdrawal charge. On the next Account Anniversary, these Payments will move into their third Account Year and will have a withdrawal charge of 7%, if withdrawn. This withdrawal charge decreases according to the number of Account Years the Purchase Payment has been held in your Account.

Number of
Account Years
Payment Has Been	Withdrawal
in Your Account	Charge
0-1	8%
1-2	8%
2-3	7%
3-4	7%
4-5	6%
5-6	5%
6-7	4%
7+	0%

For example, the percentage applicable to withdrawals of a Payment that has been in an Account for more than 2 Account Years but less than 3 will be 7% regardless of the issue date of the Contract.

The withdrawal charge will never be greater than 8% of the excess of Purchase Payments you make under your Contract 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 withdrawal if:

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

o 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.

o 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 with 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

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

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

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

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

[(1 + I) / (1 + J + b)] ^ (N/12)   -1

where:

I	is the Guaranteed Interest Rate applicable to the Guarantee Amount from which you withdraw, transfer or annuitize;
J	is the Guaranteed Interest Rate we declare at the time of your withdrawal, transfer or annuitization for Guarantee Periods equal to the length of time remaining in the Guarantee Period applicable to your Guarantee Amount, rounded to the next higher number of complete years, for Guarantee Periods of one year or more. For any Guarantee Periods of less than one year, J is the Guaranteed Interest Rate we declare at the time of your withdrawal, transfer or annuitization for a Guarantee Period of the same length as your Guarantee Period. If, at that time, we do not offer the applicable Guarantee Period we will use an interest rate determined by straight-line interpolation of the Guaranteed Interest Rates for the Guarantee Periods we do offer;
N	is the number of complete months remaining in your Guarantee Period; and
b	is a factor that currently is 0% but that in the future we may increase to up to 0.25%. Any increase would be applicable only to Participants who purchase their Contracts after the date of that increase. The "b" factor is the amount that will be used to cover market volatility (I.E., credit risk), basis risk, and /or liquidity costs.

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

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

No Market Value Adjustment will apply to Contracts issued in the states of California, Maryland, Oregon, Texas and Washington.

CONTRACT CHARGES

Account Fee

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

We will not charge the Account Fee if:

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

o your Account Value is more than $100,000 on your Account Anniversary.

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

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

Administrative Expense Charge

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

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%. 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 Account Fee and administrative expense charge we assess under the Contracts 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 expect to make a profit on the excess expense charge associated with the Purchase Payment Interest. We may use this profit for any proper corporate purpose, including the payment of marketing and distribution expenses for the Contracts.

Charges for Optional Death Benefit Riders

If you elect an optional death benefit rider, we will deduct 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
"EEB"	0.15%
"MAV"	0.15%
"5% Roll-Up"	0.15%
"EEB" and "MAV"	0.25%
"EEB" and "5% Roll-Up"	0.25%
"MAV" and "5% Roll-Up"	0.25%
"EEB Plus"	0.25%
"EEB" and "MAV" and "5% Roll-Up"	0.40%
"EEB Plus with MAV"	0.40%
"EEB Plus with 5% Roll-Up"	0.40%

                                          *As defined below

Premium Taxes

Some states and local jurisdictions impose a premium tax on us that is equal to a specified percentage of the Purchase Payments you make. In many states there is no premium tax. We believe that the amounts of applicable premium taxes currently range from 0% to 3.5%. You should consult a 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 anytime, including at the time you make a Purchase Payment or make a full or partial withdrawal. We do not make any profit on the deductions we make to reimburse premium taxes.

Fund Expenses

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

Modification in the Case of Group Contracts

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

DEATH BENEFIT

If you die during the Accumulation Phase, we will 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 your date of death, we will pay the death benefit in one sum to your estate. We do not pay a death benefit if you die during the Income Phase. However, the Beneficiary will receive any payments provided under an Annuity Option that is in effect.

Amount of Death Benefit

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

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

The Basic Death Benefit

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

(1)	Your Account Value for the Valuation Period during which the Death Benefit Date occurs;
(2)	The amount we would pay if you had surrendered your entire Account on the Death Benefit Date; and
(3)	Your total Purchase Payments (adjusted for partial withdrawals as described in "Calculating the Death Benefit") as of the Death Benefit Date.

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

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

Optional Death Benefit Riders

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

     Maximum Anniversary Account Value ("MAV") Rider

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

o the amount payable under the basic death benefit, above, or

o 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:

o the amount payable under the basic death benefit, above, or

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

Under this rider, interest accrues at 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:

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

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

     Earnings Enhancement ("EEB") Rider

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

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

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

     Earnings Enhancement Plus ("EEB Plus") Rider

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

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

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

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

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

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

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

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

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

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

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

     Selecting Multiple Death Benefit Riders

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

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

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

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

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

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

Spousal Continuance

If your spouse is your Beneficiary, upon your death your spouse may elect to continue the Contract as the Participant, rather than receive the death benefit amount. In that case, we will not pay a death benefit, but the Contract's Account Value will be equal to your Contract's death benefit amount, as defined under the basic death benefit or any rider you have selected. All Contract provisions, including any riders you have selected, will continue as if your spouse had purchased the Contract on the Death Benefit Date with a value equal to the death benefit amount. For purposes of calculating death benefits and expenses from that date forward, the surviving 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 will 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. Also, any portion of this new Account Value attributed to the Fixed Account will be transferred to the Sun Capital Money Market Sub-Account (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."

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

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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(s) in place must be distributed at least as rapidly as the method of distribution under that option.

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

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

Selection and Change of Beneficiary

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

Payment of Death Benefit

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

Due Proof of Death

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

o An original certified copy of an official death certificate;

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

o Any other proof we find satisfactory.

THE INCOME PHASE -- ANNUITY PROVISIONS

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

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

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

Selection of the Annuitant or Co-Annuitant

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

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

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

Selection of the Annuity Commencement Date

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

o The earliest possible Annuity Commencement Date is the first day of the first month following your first Account Anniversary.

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

o 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:

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

o 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, in 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 10 to 30 years, as you elect. If payments under this option are paid on a variable annuity basis, the Annuitant may elect to receive 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.

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:

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

o 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.

o 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 1.45% of your Account's average daily net assets. Variable Annuity payments may vary each month. We determine the dollar amount of the first payment using the portion of your Adjusted Account Value applied to a Variable Annuity and the Annuity Payment Rates in your Contract, which are based on an assumed interest rate of 3% per year, compounded annually. See "Annuity Payment Rates."

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

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

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

      Fixed Annuity Payments

Fixed Annuity payments are the same each month. We determine the dollar amount of each Fixed Annuity payment using the fixed portion of your Adjusted Account Value and the applicable Annuity Payment Rates. These will be either (1) the rates in your Contract, which are based on a minimum guaranteed interest rate of 3% per year, compounded annually, or (2) new rates we have published and are using on the Annuity Commencement Date, if they are more favorable. See "Annuity Payment Rates."

      Minimum Payments

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

Exchange of Variable Annuity Units

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

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

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

Account Fee

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

Annuity Payment Rates

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

The Annuity Payment Rates may vary according to the Annuity Options 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 Options A, B and C is the 1983 Individual Annuitant Mortality 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 Annuitant'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.

Voting of Fund Shares

We will vote Fund shares held by the Sub-Accounts at meetings of shareholders of the Fund or in connection with similar solicitations, but will follow voting instructions received from persons having the right to give voting instructions. During the Accumulation Phase, you will have the right to give voting instructions, 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 a 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 Series Fund 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 maybe 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 Contracts. We may add or delete Funds or other investment companies as variable investment options under the Contracts. We may also substitute shares of another Fund or shares of another registered open-end investment company or unit investment trust for the shares held in any Sub-Account, 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 Series 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 beat 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 any2 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 less the Adjusted Purchase Payment Interest. The Adjusted Purchase Payment Interest that may be deducted is equal to the lesser of:

o the portion of the Account Value that is attributable to any Purchase Payment Interest, and

o all Purchase Payment Interest.

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

TAX CONSIDERATIONS

This section provides general information on the federal income tax consequences of ownership of a Contract based upon our understanding of current federal tax laws. Actual federal tax consequences will vary depending on, among other things, the type of retirement plan under which your Contract is issued. Also, legislation altering the current tax treatment of annuity contracts could be enacted in the future and could apply retroactively to Contracts that were purchased before the date of enactment. We make no attempt to consider any applicable federal estate, federal gift, state, or other tax laws. We also make no guarantee regarding the federal, state, or local tax status of any Contract or any transaction involving any Contract. You should consult a qualified tax professional for advice before purchasing a Contract or executing any other transaction (such as a rollover, distribution, withdrawal or payment) involving a Contract.

U.S. Federal Income Tax Considerations

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

     Deductibility of Purchase Payments

For federal income tax purposes, Purchase Payments made under Non-Qualified Contracts are not deductible. Under certain circumstances, Purchase Payments made under Qualified Contracts may be excludible or deductible from taxable income. Any such amounts will also be excluded from the "investment in the contract" for purposes of determining the taxable portion of any distributions from a Qualified Contract.

     Pre-Distribution Taxation of Contracts

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

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

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

     Distributions and Withdrawals from Non-Qualified Contracts

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

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

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

A penalty tax of 10% may also apply to taxable cash withdrawals, including lump-sum payments from Non-Qualified Contracts. This penalty will generally not apply to distributions made after age 59 1/2, to distributions pursuant to the death or disability of the 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 includible in the income of the recipient to the extent they represent investment earnings under the contract. For this purpose, the amount of the "investment in the contract" is not affected by the Owner's or Annuitant's death, i.e., the investment in the Contract must still be determined by reference to the total Purchase Payments (excluding amounts that were deductible by, or excluded from the gross income of, the Owner of a Contract), less any Purchase Payments that were amounts previously received which were not includible in income. Special mandatory distribution rules also apply after the death of the Owner when the beneficiary is not the surviving spouse of the Owner.

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

     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 of 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:

o 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;

o Any required minimum distribution, or

o 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 available as an investment option under the Contract complies with these regulations.

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.

     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.

     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, as a general rule, may therefore use Qualified Contracts as a funding vehicle for their retirement plans.

     Tax-Sheltered Annuities

Section 403(b) of the Code permits public school employees and employees of certain types of charitable, educational and scientific organizations specified in Section 501(c)(3) of the Code to purchase annuity contracts and, subject to certain limitations, exclude the amount of purchase payments from gross income for tax purposes. The Code imposes restrictions on cash withdrawals from Section 403(b) annuities.

If the Contracts are to receive tax-deferred treatment, cash withdrawals of amounts attributable to salary reduction contributions (other than withdrawals of accumulation account value as of December 31, 1988) may be made only when the Participant attains age 59 1/2, 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.

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. We will provide the necessary information for Contracts issued in connection with Roth IRAs.

     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. We have filed the Contract and the EEB Plus, EEB Plus MAV, and EEB Plus 5% Roll-Up Optional Death Benefit Riders ("New Riders") with the Internal Revenue Service ("IRS") requesting a ruling approving the use of the Contract with the New Riders as an IRA. We have already received a favorable determination letter with respect to the following Optional Death Benefit Riders: EEB; MAV; 5% Roll-Up; EEB and MAV; EEB and 5% Roll-Up; MAV and 5% Roll-Up; and EEB and MAV and 5% Roll-Up ("Old Riders").

Although we regard the New Riders as an investment protection feature that should not result in adverse tax treatment, we give no assurance that the IRS will approve the use of the Contract with the New Riders in IRAs. Denial of our request by the IRS could result in taxation of the entire balance of your IRA and penalty taxes. You should consult a qualified tax adviser before adding any of the New 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 CONTRACTS

We perform certain administrative functions relating to the Contracts, 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 Contracts; 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 CONTRACTS

We offer the Contracts on a continuous basis. The Contracts are sold by licensed insurance agents in those states where the Contracts 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 6.50% 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 0.50% 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; Bonus Guaranteed Interest Rates." During 2000 and 2001, approximately $3,548,714 and $3,199,985.67 in commissions were paid to and retained by Clarendon in connection with the distribution of the Contracts.

PERFORMANCE INFORMATION

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

Average Annual Total Return measures the net income of the Sub-Account and any realized or unrealized gains or losses of the Funds 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 since we started offering the Sub-Accounts under the Futurity products or, if shorter, the life of the Sub-Account. Non-standardized Average Annual Total Return covers the life of each Fund, which may predate the Futurity products. 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 anannualized 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, the annual Account Fee, or any Purchase Payment Interest, although such figures do reflect all recurring charges. If such figures were calculated to reflect Purchase Payment Interest credited, the calculation would also reflect any withdrawal charges made. 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 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 Fund.

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 Sun Capital 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 Contract. 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 Contract, please refer to the registration statements and their exhibits.

In addition, the Company is subject to the informational requirements of the Securities Exchange Act of 1934. We file reports and other information with the SEC to meet these requirements. You can inspect and copy this information and our registration statements at the SEC's public reference facilities at the following locations: Washington, D.C. -- 450 Fifth Street, N.W., Room 1024,Washington, D.C. 20549; Chicago, Illinois -- 500 West Madison Street, Chicago, IL 60661. The Washington, D.C. office will also provide copies by mail for a fee. You may also find these materials on the SEC's website (http://www.sec.gov).

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-K for the year ended December 31, 2002 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), 14or 15(d) of the Exchange Act, after the date of this prospectus and prior to the termination of the offering, shall be deemed incorporated by reference into the prospectus.

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

STATE REGULATION

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

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

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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.

The financial statements of the Variable Account for the year ended December 31, 2002 are also included in the SAI.

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

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Calculation of Performance Data

Tax-Deferred Accumulation

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

Accountants

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 May 1, 2003, which is incorporated herein by reference. The Statement of Additional Information is available upon request and without charge from Sun Life Assurance Company of Canada (U.S.). To receive a copy, return this request form to the address shown below or telephone (800) 752-7215.

To:	<R> Sun Life Assurance Company of Canada (U.S.)
	P.O. Box 9133
	Wellesley Hills, MA 02481 </R>
	Please send me a Statement of Additional Information for
	MFS Regatta Extra Variable and Fixed Annuity
	Sun Life of Canada (U.S.) Variable Account F.

Name
Address
City	State                Zip
Telephone

APPENDIX A

GLOSSARY

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

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

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

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

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

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

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

ANNUITY OPTION: The method you choose for receiving 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.

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

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BUSINESS DAY: Any day the New York Stock Exchange is open for trading.

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

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

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

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

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

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

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

FIFTH-YEAR ANNIVERSARY: The fifth Account Anniversary and each succeeding Account Anniversary occurring at any five year interval thereafter; for example, the 10th, 15th, and 20th Account Anniversaries.

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 series of the Series Fund in which assets of a Sub-Account may be invested.

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

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

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

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

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

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

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

NET PURCHASE PAYMENT (NET PAYMENTS): The portion of a Purchase Payment which remains after the deduction of any applicable premium tax or similar tax. This is also the term used to describe the total contribution made to the Contract minus the total withdrawals.

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

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

*PARTICIPANT: In the case of an Individual Contract, the owner of the Contract. In the case of a Group Contract, the person named in the Contract who is entitled to exercise all rights and privileges of ownership under the Contract, except as reserved by the Owner. If there are 2 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.

PURCHASE PAYMENT INTEREST: The amount of extra interest the Company credits to a Contract at a rate of 2% to 5% of each purchase payment based upon the size of the investment or Account Value or the interest rate option chosen at the time of application.

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

RENEWAL DATE: The last day of a Guarantee Period.

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

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

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

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

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

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

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

APPENDIX B

WITHDRAWALS, WITHDRAWAL CHARGES AND THE MARKET VALUE ADJUSTMENT

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

Withdrawal Charge Calculation:

Full Withdrawal:

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

Account Year	Hypothetical Account Value	Annual Earnings	Cumulative Annual Earnings	Free Withdrawal Amount	Payment Subject to Withdrawal Charge	Withdrawal Charge Percentage	Withdrawal Charge Amount
a 1	$41,000	$1,000	$ 1,000	$ 4,000	$36,000	8.00%	$2,880
2	$45,100	$4,100	$ 5,100	$ 4,000	$36,000	8.00%	$2,880
3	$49,600	$4,500	$ 9,600	$ 4,100	$35,900	7.00%	$2,513
b 4	$52,100	$2,500	$12,100	$ 4,500	$35,500	7.00%	$2,485
5	$57,300	$5,200	$17,300	$ 4,000	$36,000	6.00%	$2,160
6	$63,000	$5,700	$23,000	$ 5,200	$34,800	5.00%	$1,740
7	$66,200	$3,200	$26,200	$ 5,700	$34,300	4.00%	$1,372
c 8	$72,800	$6,600	$32,800	$40,000	$      0	0.00%	$     0

(a)	The free withdrawal amount in any year is equal to the amount of any Purchase Payments made prior to the last 7 Account Years ("Old Payments") that were not previously withdrawn plus the greater of (1) the Contract's earnings during the prior Account Year, and (2) 10% of any Purchase Payments made in the last 7 Account Years ("New Payments"). 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 $36,000, which equals the New Payments of $40,000 minus the free withdrawal amount of $4,000.
(b)	In Account Year 4, the free withdrawal amount is $4,500, which equals the prior Account Year's earnings. On a full withdrawal of $52,100, the amount subject to a withdrawal charge is $35,500.
(c)	In Account Year 8, the free withdrawal amount is $40,000, which equals 100% of the Purchase Payment of $40,000. On a full withdrawal of $72,800, the amount subject to a withdrawal charge is $0, since the New Payments equal $0.

Partial Withdrawal

Assume a single Purchase Payment of $40,000 is made on the Contract Date, no additional Purchase Payments are made, no partial withdrawals have been taken prior to the fourth Account Year, and there are a series of 4 partial withdrawals made during the fourth Account Year of $4,100, $9,000, $12,000, and $20,000.

					Remaining
					Free
	Hypothetical				Withdrawal	Amount of
	Account				Amount	Withdrawal
	Value				Before	Subject to	Withdrawal	Withdrawal
	Before		Cumulative	Amount of	Charge	Withdrawal	Charge	Charge
Year	Withdrawal	Earnings	Earnings	Withdrawal	Withdrawal	Charge	Percentage	Amount
1	$41,000	$1,000	$ 1,000	$      0	$4,000	$      0	8.00%	$     0
2	$45,100	$4,100	$ 5,100	$      0	$4,000	$      0	8.00%	$     0
3	$49,600	$4,500	$ 9,600	$      0	$4,100	$      0	7.00%	$     0
a4	$50,100	$  500	$10,100	$ 4,100	$4,500	$      0	7.00%	$     0
b4	$46,800	$  800	$10,900	$ 9,000	$  400	$ 8,600	7.00%	$  602
c4	$38,400	$  600	$11,500	$12,000	$      0	$12,000	7.00%	$  840
d4	$26,800	$  400	$11,900	$20,000	$      0	$14,900	7.00%	$1,043

(a)	In Account Year 4, the free withdrawal amount is $4,500, which equals the prior Account Year's earnings. The partial withdrawal amount of $4,100 is less than the free withdrawal amount, so there is no withdrawal charge.
(b)	Since a partial withdrawal of $4,100 was taken, the remaining free withdrawal amount in Account Year 4 is $4,500 - $4,100 = $400. Therefore, $400 of the $9,000 withdrawal is not subject to a withdrawal charge, and $8,600 is subject to a withdrawal charge.
(c)	Since the total of the two prior Account Year 4 partial withdrawals($13,100) is greater than the free withdrawal amount of $4,500, there is no remaining free withdrawal amount. The entire withdrawal amount of $12,000 is subject to a withdrawal charge.
(d)	Since the total of the three prior Account Year 4 partial withdrawals($25,100) is greater than the free withdrawal amount of $4,500, there is no remaining free withdrawal amount. Since the total amount of New Purchase Payments was $40,000 and $25,100 of New Payments has already been surrendered, only $14,900 of this $20,000 withdrawal comes from liquidating Purchase Payments. The remaining $5,100 of this withdrawal comes from liquidating earnings and is not subject to a withdrawal charge.

Note that since all of the Purchase Payments were liquidated by the final withdrawal of $20,000, the total withdrawal charge for the four Account Year 4 withdrawals is $2,485, which is the same amount that was assessed for a full liquidation in Account Year 4 in the example on the previous page. Any additional Account Year 4 withdrawals in the example shown on this page would come from the liquidating of earnings and would not be subject to a withdrawal charge.

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

      The MVA Factor is: [(1 + I) / (1 + J + b)] ^ (N/12) -1

      These examples assume the following:

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

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

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

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

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

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

Example of a Negative MVA:

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

The MVA factor =	[(1 + I) / (1 + J + b)] ^ (N/12) -1
=	[(1 + .06) / (1 + .08)] ^ (24/12) - 1
=	(.981^ 2) -1
=	.963 -1
=	-.037

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

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

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

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

Example of a Positive MVA:

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

The MVA factor =	[(1 + I) / (1 + J + b)] ^ (N/12) -1
=	[(1 + .06) / (1 + .05)] ^ (24/12) - 1
=	(1.010^ 2) -1
=	1.019 -1
=	.019

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

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

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

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

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

Appendix C

Calculation of Basic Death Benefit

Example 1:

Assume a Purchase Payment of $60,000.00 is made on the Contract Date and an additional Purchase Payment of $40,000.00 is made one year later. Assume that all of the money is invested in the Variable 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*	=	$ 74,400.00
Purchase Payments	=	$100,000.00
The Basic Death Benefit would therefore be:		$100,000.00

Example 2:

Assume a Purchase Payment of $60,000.00 is made on the Contract Date and an additional Purchase Payment of $40,000.00 is made one year later. Assume that all of the money is invested in the Variable 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*	=	$55,200.00
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)  = $75,000

Appendix D

Calculation of Earnings Enhancement Optional Death Benefit

Example 1:

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

The Death Benefit Amount will be the greatest of:
Account Value	=	$135,000
Cash Surrender Value*	=	$131,400
Total of Adjusted Purchase Payments	=	$100,000
The Death Benefit Amount would therefore be		$135,000

~ plus ~

The EEB amount calculated as follows:
Account Value minus Adjusted Purchase Payments	=	$35,000
40% of the above amount	=	$14,000
Cap of 40% of Adjusted Purchase Payments	=	$40,000
The lesser of the above two amounts = the EEB amount	=	$14,000

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

Example 2:

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

The Death Benefit Amount will be the greatest of:
Account Value	=	$115,000
Cash Surrender Value*	=	$111,400
Total of Adjusted Purchase Payments**	=	$ 85,185
The Death Benefit Amount would therefore	=	$115,000

~ plus ~

The EEB amount calculated as follows:
Account Value minus Adjusted Purchase Payments	=	$29,815
40% of the above amount	=	$11,926
Cap of 40% of Adjusted Purchase Payments	=	$34,074
The lesser of the above two amounts = the EEB amount	=	$11,926

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

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

**Adjusted Purchase Payments can be calculated as follows:

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

Appendix E

Calculation of Death Benefit When EEB and MAV and 5% Roll-Up Riders Are Selected

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

The Death Benefit Amount will be the greatest of:
Account Value	= $135,000
Cash Surrender Value*	= $131,400
Total of Adjusted Purchase Payments	= $100,000
5% Premium Roll-Up Value	= $140,000
Maximum Anniversary Value	= $142,000
The Death Benefit Amount would therefore	= $142,000

         ~ plus ~

The EEB amount calculated as follows:
Account Value minus Adjusted Purchase Payments	= $35,000
40% of the above amount	= $14,000
Cap of 40% of Adjusted Purchase Payments	= $40,000
The lesser of the above two amounts = the EEB amount	= $14,000

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

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

Appendix F

Calculation of Earnings Enhancement Plus Optional Death Benefit

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

The Death Benefit Amount will be the greatest of:
Account Value	=	$135,000
Cash Surrender Value*	=	$131,400
Total of Adjusted Purchase Payments	=	$100,000
The Death Benefit Amount would therefore	=	$135,000

    ~ plus ~

The EEB Plus amount, calculated as follows:
Account Value minus Adjusted Purchase Payments	=	$ 35,000
40% of the above amount	=	$ 14,000
Cap of 100% of Adjusted Purchase Payments	=	$100,000
The lesser of the above two amounts = the EEB Plus amount	=	$ 14,000

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

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

Appendix G

Calculation of Earnings Enhancement Plus With MAV Optional Death Benefit

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

The Death Benefit Amount will be the greatest of:
Account Value	=	$135,000
Cash Surrender Value*	=	$131,400
Total of Adjusted Purchase Payments	=	$100,000
Maximum Anniversary Value	=	$140,000
The Death Benefit Amount would therefore	=	$140,000

    ~ plus ~

The EEB Plus amount, calculated as follows:
Death Benefit Amount before EEB minus     Adjusted Purchase Payments	=	$ 40,000
40% of the above amount	=	$ 16,000
Cap of 100% of Adjusted Purchase Payments	=	$100,000
The lesser of the above two amounts = the EEB Plus amount	=	$16,000

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

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

Appendix H

Calculation of Earnings Enhancement Plus With 5% Roll-Up Optional Death Benefit

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

The Death Benefit Amount will be the greatest of:
Account Value	=	$135,000
Cash Surrender Value*	=	$131,400
Total of Adjusted Purchase Payments	=	$100,000
5% Premium Roll-up Value	=	$140,000
The Death Benefit Amount would therefore	=	$140,000

     ~ plus ~

The EEB Plus amount, calculated as follows:
Death Benefit Amount before EEB minus     Adjusted Purchase Payments	=	$ 40,000
40% of the above amount	=	$ 16,000
Cap of 100% of Adjusted Purchase Payments	=	$100,000
The lesser of the above two amounts = the EEB Plus amount	=	$ 16,000

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

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

Appendix I

Calculation for Purchase Payment Interest (Bonus Credit)

Example 1: Option A

If you select Option A, the 2% Bonus Option, we will credit Purchase Payment Interest on all Purchase Payments made during the first Account Year. On each fifth Account Anniversary, we will credit additional Purchase Payment Interest of 2% based on your Account Value, illustrated below:

Initial Purchase Payment of $50,000.00 receives 2% Purchase Payment Interest of $1,000.00.

Subsequent Purchase Payment in the first Account Year of $20,000.00 receives 2% Purchase Payment Interest of $400.00.

Suppose the Account had not gained any earnings or interest during the first 5 Account Years and the Account Value is $71,400.00 (sum of all Purchase Payments and Purchase Payment Interest), we will credit your Account with an additional 2% ($1,428.00).

Using the same Purchase Payments as above, suppose your value on the fifth Account Anniversary is $74,970.00. We will credit your account with an additional 2% of Purchase Payment Interest (equal to $1,499.40).

This 2% Purchase Payment Interest will occur on every fifth Account Anniversary (i.e., 5th, 10th, 15th).

Example 2: Option B with no withdrawals

If you select Option B, the 3% Bonus Option the amount we will credit to your Contract depends on the size of your Net Purchase Payments. The scale is as follow:

Net Purchase Payments less than $100,000.00 will receive	3%
Net Purchase Payments between $100,000.00 through $499,999.99 will receive	4%
Net Purchase Payments greater than or equal to $500,000.00 will receive	5%

Therefore, if your initial investment is $50,000.00, your Purchase Payment Interest will equal 3% of $50,000, or $1500.00.

If you make additional Payments that cause your total Net Purchase Payments to exceed $100,000.00, these Purchase Payments will receive either a 4% or 5% bonus, using the above scale. As an example:

Initial Purchase Payment of $50,000.00 will receive 3% Purchase Payment Interest. A second Purchase Payment of $80,000.00 will result in Net Purchase Payments of $130,000.00. Thus, the $80,000.00 will receive Purchase Payment Interest of 4% equal to $3,200.00.

Suppose a third Purchase Payment of $400,000.00 is made. This will bring the Net Purchase Payments to $530,000.00. This $400,000.00 will receive Purchase Payment Interest of 5% equal to $20,000.00.

This Account now has total Net Purchase Payments of $530,000.00 and total Purchase Payment Interest of $24,700.00.

In addition to the Purchase Payment Interest paid at the time of each Payment, we will review your first Account Anniversary to ensure that all Net Purchase Payments received the Purchase Payment Interest as described in the above scale. Using the above scenario as an example, upon the first Account Anniversary, we will credit your Account an additional $1800.00, which is equal to:

Total Net Purchase Payments of $530,000.00 X 5%	=	$26,500.00
Total Purchase Payment Interest received	=	$24,700.00
First Account Anniversary Adjustment	=	$ 1,800.00

Example 3: Option B with a Withdrawal

Using the same example as above, suppose that before the first Account Anniversary you make a withdrawal of $20,000.00. The annual Purchase Payment Interest adjustment would be calculated as follows:

Because your Net Purchase Payments are $510,000.00 ($530,000.00 - $20,000.00 withdrawal), your Purchase Payment Interest on all Net Purchase Payments should be 5%.

Your initial Payment of $50,000.00 received	3%
Your second Payment of $80,000.00 received	4%
Your third Payment of $400,000.00 received the	5%

Your first two Payments minus the withdrawal will receive additional Purchase Payment Interest. This will bring your total Net Purchase Payments up to 5%.

$50,000.00 X 2%	= $1,000.00
$80,000.00 - $20,000.00 = $60,000.00 X 1%	= $  600.00
Total credit due	= $1,600.00

On your First Account Anniversary we will credit your Account with an additional Purchase Payment Interest of $1600.00.

Appendix J

Condensed Financial Information -- Accumulation Unit Values

The following information should be read in conjunction with the Variable Account's Financial Statements appearing in the Statement of Additional Information.

<R>

		Accumulation	Accumulation	Number of
		Unit Value	Unit Value	Accumulation
		Beginning	End	Units End
	Year	of Year	of Year	of Year
Bond S Class - Level 1
	2002	10.0704	10.8448	231,496
	2001	10.0000	10.0704	183,918
Bond S Class - Level 4
	2002	10.0563	10.7857	296,455
	2001	10.0000	10.0563	87,767
Bond Series - Level 1
	2002	11.4656	12.3831	337,561
	2001	10.7940	11.4656	418,091
	2000	10.0000	10.7940	77,459
Bond Series - Level 4
	2002	11.3894	12.2509	419,756
	2001	10.7662	11.3894	309,775
	2000	10.0000	10.7662	86,798
Capital Appreciation S Class - Level 1
	2002	9.7147	6.4565	183,342
	2001	10.0000	9.7147	74,229
Capital Appreciation S Class - Level 4
	2002	9.7010	6.4212	233,236
	2001	10.0000	9.7010	99,789
Capital Appreciation Series - Level 1
	2002	6.4812	4.3185	1,017,954
	2001	8.8067	6.4812	1,120,416
	2000	10.0000	8.8067	693,430
Capital Appreciation Series - Level 4
	2002	6.4379	4.2722	1,015,016
	2001	8.7838	6.4379	1,153,121
	2000	10.0000	8.7838	541,268
Capital Opportunities S Class - Level 1
	2002	9.5101	6.5096	83,681
	2001	10.0000	9.5101	59,199
Capital Opportunities S Class - Level 4
	2002	9.4967	6.4740	131,167
	2001	10.0000	9.4967	59,725
Capital Opportunities Series - Level 1
	2002	6.9184	4.7457	1,407,887
	2001	9.3555	6.9184	1,904,593
	2000	10.0000	9.3555	1,309,871
Capital Opportunities Series - Level 4
	2002	6.8720	4.6947	1,215,760
	2001	9.3310	6.8720	1,444,497
	2000	10.0000	9.3310	1,139,592
Emerging Growth S Class - Level 1
	2002	9.7072	6.2799	104,894
	2001	10.0000	9.7072	27,050
Emerging Growth S Class - Level 4
	2002	9.6936	6.2456	99,902
	2001	10.0000	9.6936	47,057
Emerging Growth Series - Level 1
	2002	5.6122	3.6405	1,462,064
	2001	8.7059	5.6122	1,931,648
	2000	10.0000	8.7059	1,479,829
Emerging Growth Series - Level 4
	2002	5.5746	3.6014	1,421,263
	2001	8.6831	5.5746	1,863,339
	2000	10.0000	8.6831	1,307,630
Emerging Markets Equity S Class - Level 1
	2002	10.3158	9.9507	12,287
	2001	10.0000	10.3158	4,920
Emerging Markets Equity S Class - Level 4
	2002	10.3013	9.8964	14,005
	2001	10.0000	10.3013	2,531
Emerging Markets Equity Series - Level 1
	2002	7.9641	7.6965	138,643
	2001	8.1666	7.9641	83,042
	2000	10.0000	8.1666	57,546
Emerging Markets Equity Series - Level 4
	2002	7.9111	7.6143	93,925
	2001	8.1455	7.9111	81,149
	2000	10.0000	8.1455	60,368
Global Asset Allocation S Class - Level 1
	2002	9.7519	8.9246	8,463
	2001	10.0000	9.7519	1,535
Global Asset Allocation S Class - Level 4
	2002	9.7382	8.8758	22,740
	2001	10.0000	9.7382	4,608
Global Asset Allocation Series - Level 1
	2002	8.8045	8.0769	28,910
	2001	9.8099	8.8045	33,260
	2000	10.0000	9.8099	26,394
Global Asset Allocation Series - Level 4
	2002	8.7456	7.9903	13,282
	2001	9.7841	8.7456	10,469
	2000	10.0000	9.7841	9,050
Global Governments S Class - Level 1
	2002	9.7098	11.5106	118,181
	2001	10.0000	9.7098	160
Global Governments S Class - Level 4
	2002	9.6962	11.4479	16,694
	2001	10.0000	9.6962	1,262
Global Governments Series - Level 1
	2002	9.9585	11.8379	424,808
	2001	10.3268	9.9585	26,918
	2000	10.0000	10.3268	20,989
Global Governments Series - Level 4
	2002	9.8920	11.7112	317,392
	2001	10.2999	9.8920	59,309
	2000	10.0000	10.2999	27,812
Global Growth S Class - Level 1
	2002	9.6721	7.6572	30,446
	2001	10.0000	9.6721	13,028
Global Growth S Class - Level 4
	2002	9.6585	7.6154	18,663
	2001	10.0000	9.6585	6,219
Global Growth Series - Level 1
	2002	7.1871	5.7109	307,227
	2001	9.0816	7.1871	390,855
	2000	10.0000	9.0816	346,962
Global Growth Series - Level 4
	2002	7.1390	5.6496	240,206
	2001	9.0579	7.1390	280,534
	2000	10.0000	9.0579	297,452
Global Telecommunications S Class - Level 1
	2002	0	5.6116	1,432
	2001	10.0000	0	0
Global Telecommunications S Class - Level 4
	2002	9.4099	5.5809	3,348
	2001	10.0000	9.4099	2,559
Global Telecommunications Series - Level 1
	2002	4.1960	2.5021	10,752
	2001	7.2821	4.1960	24,694
	1999	10.0000	7.2821	3,116
Global Telecommunications Series - Level 4
	2002	4.1737	2.4787	14,418
	2001	7.2734	4.1737	17,539
	2000	10.0000	7.2734	4,925
Global Total Return S Class - Level 1
	2002	9.7416	9.6390	23,044
	2001	10.0000	9.7416	6,350
Global Total Return S Class - Level 4
	2002	9.7279	9.5864	57,713
	2001	10.0000	9.7279	15,950
Global Total Return Series - Level 1
	2002	9.3541	9.2739	95,828
	2001	10.1186	9.3541	67,415
	2000	10.0000	10.1186	37,443
Global Total Return Series - Level 4
	2002	9.2917	9.1746	57,024
	2001	10.0923	9.2917	54,274
	2000	10.0000	10.0923	19,112
Government Securities S Class - Level 1
	2002	10.1131	10.9147	738,355
	2001	10.0000	10.1131	327,523
Government Securities S Class - Level 4
	2002	10.0990	10.8551	552,995
	2001	10.0000	10.0990	168,112
Government Securities Series - Level 1
	2002	11.4015	12.3376	914,830
	2001	10.7679	11.4015	986,197
	2000	10.0000	10.7679	217,774
Government Securities Series - Level 4
	2002	11.3252	12.2054	816,092
	2001	10.7396	11.3252	734,951
	2000	10.0000	10.7396	310,046
High Yield S Class - Level 1
	2002	9.8804	9.9624	233,214
	2001	10.0000	9.8804	71,887
High Yield S Class - Level 4
	2002	9.8665	9.9081	190,480
	2001	10.0000	9.8665	53,388
High Yield Series - Level 1
	2002	9.2402	9.3521	528,944
	2001	9.2152	9.2402	600,050
	2000	10.0000	9.2152	246,939
High Yield Series - Level 4
	2002	9.1789	9.2523	404,944
	2001	9.1916	9.1789	455,393
	2000	10.0000	9.1916	174,044
International Growth S Class - Level 1
	2002	9.4987	8.2358	70,812
	2001	10.0000	9.4987	21,268
International Growth S Class - Level 4
	2002	9.4853	8.1908	88,084
	2001	10.0000	9.4853	33,632
International Growth Series - Level 1
	2002	7.7085	6.6936	347,111
	2001	9.3003	7.7085	402,147
	2000	10.0000	9.3003	233,234
International Growth Series - Level 4
	2002	7.6571	6.6220	354,597
	2001	9.2762	7.6571	470,587
	2000	10.0000	9.2762	224,129
International Investors Trust S Class - Level 1
	2002	0	8.6823	11,407
	2001	10.0000	0	0
International Investors Trust S Class - Level 4
	2002	9.3555	8.6349	10,242
	2001	10.0000	9.3555	1,837
International Investors Trust Series - Level 1
	2002	8.1896	7.5913	84,089
	2001	10.0000	8.1896	142,672
International Investors Trust Series - Level 4
	2002	8.1356	7.5105	96,329
	2001	10.0000	8.1356	28,159
Managed Sectors S Class - Level 1
	2002	9.6275	7.0068	26,272
	2001	10.0000	9.6275	1,466
Managed Sectors S Class - Level 4
	2002	9.6140	6.9685	34,401
	2001	10.0000	9.6140	17,423
Managed Sectors Series - Level 1
	2002	5.2703	3.8439	371,127
	2001	8.2945	5.2703	442,617
	2000	10.0000	8.2945	342,650
Managed Sectors Series - Level 4
	2002	5.2351	3.8027	340,656
	2001	8.8729	5.2351	447,276
	2000	10.0000	8.8729	395,973
Massachusetts Investors Growth Stock S Class - Level 1
	2002	9.7687	6.9202	214,623
	2001	10.0000	9.7687	206,673
Massachusetts Investors Growth Stock S Class - Level 4
	2002	9.7550	6.8823	247,447
	2001	10.0000	9.7550	113,890
Massachusetts Investors Growth Stock Series - Level 1
	2002	6.9732	4.9439	2,405,112
	2001	9.4222	6.9732	3,000,575
	2000	10.0000	9.4222	2,157,835
Massachusetts Investors Growth Stock Series - Level 4
	2002	6.9265	4.8908	1,925,614
	2001	9.3976	6.9265	2,221,381
	2000	10.0000	9.3976	1,511,093
Massachusetts Investors Trust S Class - Level 1
	2002	9.6642	7.4863	455,882
	2001	10.0000	9.6642	169,451
Massachusetts Investors Trust S Class - Level 4
	2002	9.6506	7.4454	480,067
	2001	10.0000	9.6506	166,841
Massachusetts Investors Trust Series - Level 1
	2002	8.3672	6.4955	2,102,878
	2001	10.0762	8.3672	2,386,638
	2000	10.0000	10.0762	1,567,339
Massachusetts Investors Trust Series - Level 4
	2002	8.3113	6.4258	1,947,932
	2001	10.0499	8.3113	2,300,970
	2000	10.0000	10.0499	1,325,352
Mid Cap Value S Class - Level 1
	2002	10.0000	7.8524	11,246
Mid Cap Value S Class - Level 4
	2002	10.0000	7.8310	15,213
Mid Cap Growth S Class - Level 1
	2002	9.6403	5.0192	86,747
	2001	10.0000	9.6403	78,108
Mid Cap Growth S Class - Level 4
	2002	9.6268	4.9917	221,879
	2001	10.0000	9.6268	63,396
Mid Cap Growth Series - Level 1
	2002	6.9956	3.6428	547,478
	2001	9.2420	6.9956	338,295
	2000	10.0000	9.2420	76,464
Mid Cap Growth Series - Level 4
	2002	6.9587	3.6088	889,591
	2001	9.2310	6.9587	483,477
	2000	10.0000	9.2310	137,221
Money Market S Class - Level 1
	2002	10.0235	9.9792	902,625
	2001	10.0000	10.0235	189,232
Money Market S Class - Level 4
	2002	10.0094	9.9247	547,993
	2001	10.0000	10.0094	168,449
Money Market Series - Level 1
	2002	10.5526	10.5321	1,073,943
	2001	10.3184	10.5526	1,549,643
	2000	10.0000	10.3184	728,487
Money Market Series - Level 4
	2002	10.4824	10.4196	970,151
	2001	10.2918	10.4824	1,092,373
	2000	10.0000	10.2918	568,861
New Discovery S Class - Level 1
	2002	10.3009	6.7344	110,871
	2001	10.0000	10.3009	138,255
New Discovery S Class - Level 4
	2002	10.2864	6.6975	213,470
	2001	10.0000	10.2864	72,083
New Discovery Series - Level 1
	2002	9.6602	6.3345	677,997
	2001	10.3314	9.6602	732,851
	2000	10.0000	10.3314	529,521
New Discovery Series - Level 4
	2002	9.5955	6.2665	913,889
	2001	10.3044	9.5955	957,146
	2000	10.0000	10.3044	664,181
Research S Class - Level 1
	2002	9.6436	7.0942	67,643
	2001	10.0000	9.6436	35,197
Research S Class - Level 4
	2002	9.6300	7.0555	84,902
	2001	10.0000	9.6300	30,393
Research Series - Level 1
	2002	7.3577	5.4279	750,854
	2001	9.4985	7.3577	927,541
	2000	10.0000	9.4985	661,535
Research Series - Level 4
	2002	7.3084	5.3696	621,075
	2001	9.4737	7.3084	705,628
	2000	10.0000	9.4737	443,675
Research Growth and Income S Class - Level 1
	2002	9.9196	7.6623	44,715
	2001	10.0000	9.9196	80,315
Research Growth and Income S Class - Level 4
	2002	9.9056	7.6204	78,247
	2001	10.0000	9.9056	32,975
Research Growth and Income Series - Level 1
	2002	8.9560	6.9369	218,108
	2001	10.2001	8.9560	192,704
	2000	10.0000	10.2001	67,362
Research Growth and Income Series - Level 4
	2002	8.8965	6.8628	170,347
	2001	10.1739	8.8965	228,763
	2000	10.0000	10.1739	91,377
Research International S Class - Level 1
	2002	9.4141	8.1984	44,880
	2001	10.0000	9.4141	88,305
Research International S Class - Level 4
	2002	9.4009	8.1535	40,711
	2001	10.0000	9.4009	17,559
Research International Series - Level 1
	2002	7.4747	6.5205	394,956
	2001	9.2229	7.4747	404,539
	2000	10.0000	9.2229	307,752
Research International Series - Level 4
	2002	7.4247	6.4506	377,643
	2001	9.1989	7.4247	330,427
	2000	10.0000	9.1989	272,786
Strategic Growth S Class - Level 1
	2002	9.7375	6.7034	19,601
	2001	10.0000	9.7375	6,667
Strategic Growth S Class - Level 4
	2002	9.7238	6.6667	65,816
	2001	10.0000	9.7238	37,762
Strategic Growth Series - Level 1
	2002	6.3683	4.3868	266,566
	2001	8.5749	6.3683	352,982
	2000	10.0000	8.5749	253,737
Strategic Growth Series - Level 4
	2002	6.3257	4.3398	209,725
	2001	8.5525	6.3257	255,878
	2000	10.0000	8.5525	236,104
Strategic Income S Class - Level 1
	2002	10.0785	10.6522	135,308
	2001	10.0000	10.0785	42,934
Strategic Income S Class - Level 4
	2002	10.0643	10.5941	73,680
	2001	10.0000	10.0643	15,811
Strategic Income Series - Level 1
	2002	10.4286	11.0467	95,953
	2001	10.2398	10.4286	111,966
	2000	10.0000	10.2398	41,244
Strategic Income Series - Level 4
	2002	10.3593	10.9289	85,802
	2001	10.2135	10.3593	92,454
	2000	10.0000	10.2135	23,478
Technology S Class - Level 1
	2002	9.7299	5.1416	19,628
	2001	10.0000	9.7299	3,789
Technology S Class - Level 4
	2002	9.7162	5.1135	25,886
	2001	10.0000	9.7162	13,873
Technology Series - Level 1
	2002	4.3548	2.3181	234,671
	2001	7.2283	4.3548	296,806
	2000	10.0000	7.2283	76,758
Technology Series - Level 4
	2002	4.3290	2.2950	259,317
	2001	7.2151	4.3290	265,146
	2000	10.0000	7.2151	80,731
Total Return S Class - Level 1
	2002	9.9609	9.2388	841,416
	2001	10.0000	9.9609	245,648
Total Return S Class - Level 4
	2002	9.9469	9.1884	1,073,352
	2001	10.0000	9.9469	266,085
Total Return Series - Level 1
	2002	11.3262	10.5240	1,684,447
	2001	11.4353	11.3262	1,919,038
	2000	10.0000	11.4353	531,259
Total Return Series - Level 4
	2002	11.2508	10.4115	1,013,897
	2001	11.4058	11.2508	1,387,725
	2000	10.0000	11.4058	263,691
Utilities S Class - Level 1
	2002	8.9236	6.6702	60,803
	2001	10.0000	8.9236	27,459
Utilities S Class - Level 4
	2002	8.9110	6.6338	90,880
	2001	10.0000	8.9110	53,358
Utilities Series - Level 1
	2002	7.8148	5.8644	689,872
	2001	10.4779	7.8148	1,086,053
	2000	10.0000	10.4779	670,496
Utilities Series - Level 4
	2002	7.7626	5.8015	488,158
	2001	10.4505	7.7626	654,964
	2000	10.0000	10.4505	401,366
Value S Class - Level 1
	2002	9.7895	8.3168	447,095
	2001	10.0000	9.7895	242,183
Value S Class - Level 4
	2002	9.7757	8.2714	649,062
	2001	10.0000	9.7757	201,198
Value Series - Level 1
	2002	11.4785	9.7762	677,472
	2001	12.5910	11.4785	709,219
	2000	10.0000	12.5910	203,752
Value Series - Level 4
	2002	11.4022	9.6717	682,107
	2001	12.5586	11.4022	645,263
	2000	10.0000	12.5586	111,256
* From commencement of operations on April 10, 2000 to December 31, 2000.
** From commencement of operations on July 17, 2000 to December 31, 2000.
** From commencement of operations on September 11, 2000 to December 31, 2000.

</R>

APPENDIX K

INVESTMENT OPTIONS AND EXPENSES FOR INITIAL CLASS SHARES

<R>

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

Each Fund also has an "Initial Class" of shares. All Contracts purchased before August 27, 2001, are invested in the "Initial Class." The following Initial Class Funds are available to Owners of such Contracts:

Large-Cap Value Equity Funds	Mid-Cap Value Equity Funds
MFS/Sun Life Total Return Series	MFS/ Sun Life Mid Cap Value Series
MFS/Sun Life Global Total Return Series	Mid-Cap Growth Equity Funds
MFS/Sun Life Global Asset Allocation Series	MFS/ Sun Life Mid Cap Growth Series
MFS/ Sun Life International Value Series	Small-Cap Growth Equity Funds
MFS/ Sun Life Value Series	MFS/ Sun Life New Discovery Series
MFS/ Sun Life Strategic Value Series	Large-Cap Growth Sector Equity Funds
Large-Cap Blend Equity Funds	MFS/ Sun Life Global Telecommunications Series
MFS/ Sun Life Massachusetts Investors Trust Series	MFS/ Sun Life Technology Series
MFS/ Sun Life Capital Opportunities Series	Large-Cap Value Sector Equity Funds
MFS/ Sun Life Research Series	MFS/ Sun Life Utilities Series
MFS/ Sun Life Research Growth and Income Series	High Quality Intermediate-Term Bond Funds
Large-Cap Growth Equity Funds	MFS/ Sun Life Government Securities Series
MFS/ Sun Life Capital Appreciation Series	MFS/ Sun Life Bond Series
MFS/ Sun Life Emerging Growth Series	High Quality Long-Term Bond Funds
MFS/ Sun Life Massachusetts Investors Growth	MFS/ Sun Life Global Governments Series
Stock Series	Low-Quality Intermediate-Term Bond Fund
MFS/ Sun Life Emerging Markets Equity Series	MFS/ Sun Life High Yield Series
MFS/ Sun Life Global Growth Series	MFS/ Sun Life Strategic Income Series
MFS/ Sun Life International Growth Series	Money Market Fund
MFS/ Sun Life Managed Sectors Series	MFS/ Sun Life Money Market Series
MFS/ Sun Life Research International Series
MFS/ Sun Life Strategic Growth Series

The shares of the Initial Class have the same investment objectives, policies, and strategies as the shares of the Service Class. The only differences between the two classes are their expense ration. The "Total Annual Fund Operating Expenses" under the heading "FEES AND EXPENSES" and accompanying "EXAMPLE" associated with Initial Class expenses are shown below:

Total Annual Fund Operating Expenses	Minimum	Maximum
(expenses as a percentage of average daily Fund net assets that are deducted from Fund assets, including management fees, distribution and/or service (12b-1) fees, and other expenses, prior to any fee waiver or expense reimbursement)	0.57%	8.05%*

* The expenses shown are for the year ended December 31, 2002, and do not reflect any fee waiver or expense reimbursement. The advisers and/or other service providers of certain Funds have agreed to reduce their fees and/or reimburse the Funds' expenses in order to keep the Funds' expenses below specified limits. The expenses of certain Funds are reduced by contractual fee reduction and expense reimbursement arrangements that will remain in effect at least through May 1, 2004. The minimum and maximum Total Annual Fund Operating Expenses for all Funds after all fee reductions and expense reimbursements are 0.57% and 1.26%, respectively. Each fee reduction and/or expense reimbursement arrangement is described in the relevant Fund's prospectus.

EXAMPLE

*  *  *  *  *

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

1 year	3 years	5 years	10 years
$1,050	$2,890	$4,552	$7,916

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

1 year	3 years	5 years	10 years
$330	$2,304	$4,094	$7,916

</R>

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

P.O. Box 9133

Wellesley Hills, Massachusetts 02481

Telephone:

Toll Free (800) 752-7215

General Distributor

Clarendon Insurance Agency, Inc.

One Sun Life Executive Park

Wellesley Hills, Massachusetts 02481

Auditors

Deloitte & Touche LLP

200 Berkeley Street

Boston, Massachusetts 02116

EXTRA        5/2003

PART B

<R>

MAY 1, 2003

FUTURITY ACCOLADE

AND

REGATTA EXTRA

VARIABLE AND FIXED ANNUITY

STATEMENT OF ADDITIONAL INFORMATION

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

TABLE OF CONTENTS

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

Custodian

Accountants

Financial Statements

Appendix A

Appendix B

The Statement of Additional Information sets forth information which may be of interest to prospective purchasers of the Futurity Accolade Variable and Fixed Annuity Contract and the Regatta Extra 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 May 1, 2003. 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 Annuity Division, P.O. Box 9133, Wellesley Hills, Massachusetts 02481, or by telephoning (888)-786-2435 for the Futurity Contracts or (800) 752-7215 for the Regatta Contracts.

</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.

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.

<R>

The tables below show, 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 have selected the EEB Plus MAV optional death benefit rider for total maximum insurance charges of 1.85% of the average daily net assets in your Variable Account. If you select the Basic Death Benefit or a less expensive optional death benefit rider, your insurance charges would be less than 1.85% 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, 2002.

FUTURITY ACCOLADE

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN

PERIOD ENDING DECEMBER 31, 2002

Fund name	Inception Date	1 YR	5 YR	10 YR	Life of Fund*
AIM V.I. Capital Appreciation Fund	2/18/1998	-31.08			-6.24
AIM V.I. Growth Fund	2/17/1998	-37.05			-12.11
AIM V.I. Core Equity Fund	3/26/1998	-23.15			-6.33
AIM V.I. International Growth Fund	2/17/1998	-23.24			-7.00
AIM V.I. Premier Equity Fund	5/1/2001	-36.41			-29.33
Alger American Growth Portfolio	3/26/1998	-38.87			-6.12
Alger American Income and Growth Portfolio	3/26/1998	-37.17			-3.26
Alger American Small Capitalization Portfolio	3/26/1998	-32.76			-13.89
Alliance VP Growth and Income Fund	5/1/2001	-29.19			-22.57
Alliance VP Premier Growth Fund	5/1/2001	-36.93			-31.10
Alliance VP Quasar Fund	5/1/2001	-38.04			-27.86
Alliance VP Technology Fund	5/1/2001	-46.84			-39.89
Alliance VP Worldwide Privatization Fund	5/1/2001	-12.93			-16.44
Fidelity VIP Contrafund Portfolio	5/1/2001	-17.75			-14.19
Fidelity VIP Growth Portfolio	5/1/2001	-36.44			-30.17
Fidelity VIP Overseas Portfolio	5/1/2001	-27.55			-27.80
First Eagle SoGen Overseas Variable Fund	9/30/2002				3.90
Goldman Sachs VIT Capital Growth Fund	5/1/2001	-31.05			-25.99
Goldman Sachs VIT CORE Small Cap Equity Fund	2/18/1998	-22.60			-3.91
Goldman Sachs VIT CORE U.S. Equity Fund	2/17/1998	-28.85			-5.54
Goldman Sachs VIT Growth and Income Fund	2/18/1998	-19.32			-8.56
Goldman Sachs VIT International Equity Fund	3/16/1998	-25.64			-8.24
INVESCO VIF Dynamics Fund	5/1/2001	-37.89			-34.05
INVESCO VIF Small Company Growth Fund	5/1/2001	-37.18			-29.90
J.P. Morgan International Opportunities Portfolio	3/26/1998	-25.61			-9.88
J.P. Morgan Small Company Portfolio	3/26/1998	-28.63			-8.10
J.P. Morgan U.S. Disciplined Equity Portfolio	3/26/1998	-31.32			-8.39
Lord Abbett Growth and Income Portfolio	3/26/1998	-25.37			-2.12
Lord Abbett Series Fund International	5/1/2001	-25.07			-27.25
Lord Abbett Series Fund Mid Cap Value	5/1/2001	-17.92			-9.47
MFS/Sun Life Capital Appreciation Series S class	11/30/1989	-38.48	-8.38	3.40	4.93
MFS/Sun Life Emerging Growth Series S class	5/1/1995	-40.10	-7.06		2.96
MFS/Sun Life Government Securities Series S class	11/30/1989	0.09	3.79	4.50	5.26
MFS/Sun Life High Yield Series S class	11/30/1989	-6.97	-2.48	3.62	5.08
MFS/Sun Life Massachusetts Investors Growth Stock Series S class	5/6/1998	-34.47			-7.12
MFS/Sun Life Massachusetts Investors Trust Series S class	10/31/1991	-28.40	-5.72	5.57	5.97
MFS/Sun Life New Discovery Series S class	5/6/1998	-39.48			-1.85
MFS/Sun Life Total Return Series S class	11/30/1989	-14.39	1.56	7.11	7.37
MFS/Sun Life Utilities Series S class	11/16/1993	-30.89	-4.31		4.97
OCC Equity Portfolio	2/17/1998	-28.42			-5.63
OCC Managed Portfolio	12/14/1998	-24.33			-4.54
OCC Mid Cap Portfolio	2/17/1998	-15.52			5.43
OCC Small Cap Portfolio	3/26/1998	-28.62			-2.92
PIMCO Emerging Markets Bond Portfolio	9/30/2002				8.76
PIMCO High Yield Portfolio	9/30/2002				0.82
PIMCO Real Return Portfolio	8/5/2002				-0.89
PIMCO Total Return Portfolio	8/5/2002				-3.03
Rydex VT Nova Fund	5/1/2001	-41.34			-35.36
Rydex VT OTC Fund	5/1/2001	-44.17			-38.72
SC Davis Financial Fund	7/17/2000	-25.75			-10.14
SC Davis Venture Value Fund	7/17/2000	-23.76			-15.70
SC Neuberger Berman Mid Cap Growth Fund	5/1/2001	-35.53			-29.62
SC Neuberger Berman Mid Cap Value Fund	5/1/2001	-17.69			-12.32
SC Value Equity Portfolio	7/17/2000	-33.91			-12.83
SC Value Managed Portfolio	7/17/2000	-28.39			-11.10
SC Value Mid Cap Portfolio	7/17/2000	-14.51			-3.17
SC Value Small Cap Portfolio	7/17/2000	-27.70			-2.56
SC Blue Chip Mid Cap Fund	9/13/1999	-22.54			4.01
SC Investors Foundation Fund	9/13/1999	-31.51			-13.13
SC Select Equity Fund	9/13/1999	-33.96			-14.44
Sun Capital Investment Grade Bond Fund	12/14/1998	-4.14			1.68
Sun Capital Money Market Fund	12/14/1998	-8.07			0.19
Sun Capital Real Estate Fund	12/14/1998	-5.22			6.95
SC Alger Growth Fund	3/28/2002				-34.75
SC Alger Income & Growth Fund	3/28/2002				-32.44
SC Alger Small Capitalization Fund	3/28/2002				-30.36
Sun Capital All Cap	4/30/2002				-30.72
Templeton Growth Securitites	9/30/2002				-1.59
Templeton Foreign Securities Fund	8/5/2002				-15.59

* The Life of Fund calculation for any Fund under a year old is not annualized.

FUTURITY ACCOLADE

INITIAL CLASS

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN

PERIOD ENDING DECEMBER 31, 2002

Fund name	Inception Date	1 YR	5 YR	10 YR	Life of Fund
MFS/Sun Life Capital Appreciation Series	11/30/1989	-38.33	-8.14	3.66	5.20
MFS/Sun Life Emerging Growth Series	5/1/1995	-39.94	-6.81		3.23
MFS/Sun Life Government Securities Series	11/30/1989	0.38	4.05	4.76	5.52
MFS/Sun Life High Yield Series	11/30/1989	-6.59	-2.22	3.89	5.36
MFS/Sun Life Massachusetts Investors Growth Stock Series	5/6/1998	-34.42			-6.93
MFS/Sun Life Massachusetts Investors Trust Series	10/31/1991	-28.25	-5.48	5.84	6.24
MFS/Sun Life New Discovery Series	5/6/1998	-39.30			-1.59
MFS/Sun Life Total Return Series	11/30/1989	-14.24	1.82	7.37	7.64
MFS/Sun Life Utilities Series	11/16/1993	-30.62	-4.03		5.26

* The Life of Fund calculation for any Fund under a year old is not annualized.

REGATTA EXTRA

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN

PERIOD ENDING DECEMBER 31, 2002

Fund name	Inception Date	1 YR	5 YR	10 YR	Life of Fund*
Bond S Class	5/5/1998	-0.14			3.50
Capital Appreciation S Class	11/30/1989	-38.48	-8.37	3.42	4.92
Capital Opportunities S Class	6/3/1996	-36.66	-4.67		1.36
Emerging Growth S Class	5/1/1995	-40.10	-7.05		2.98
Emerging Markets Equity S Class	6/5/1996	-10.99	-7.55		-4.63
Global Asset Allocation S Class	11/7/1994	-15.53	-2.46		3.93
Global Governments S Class	11/30/1989	10.67	2.16	3.60	4.54
Global Growth S Class	11/16/1993	-26.84	-1.89		4.17
Global Telecommunications S Class	8/31/2000	-44.82			-48.80
Global Total Return S Class	11/7/1994	-8.72	1.02		5.83
Government Securities S Class	11/30/1989	0.09	3.80	4.52	5.27
High Yield S Class	11/30/1989	-6.97	-2.48	3.63	5.11
International Growth S Class	6/3/1996	-19.93	-4.46		-4.19
International Value S Class	10/2/1995	-14.46	-1.08		1.00
Managed Sectors S Class	11/30/1989	-32.69	-7.79	2.31	4.57
Mass Investors Growth Stock S Class	5/5/1998	-34.47			-7.04
Mass Investors Trust S Class	10/31/1991	-28.40	-5.71	5.59	5.99
Mid Cap Growth S Class	8/31/2000	-51.68			-37.85
Mid Cap Value S Class	5/1/2002				-27.33
Money Market S Class	11/30/1989	-8.16	0.74	1.89	2.23
New Discovery S Class	5/5/1998	-39.48			-1.85
Research S Class	11/7/1994	-31.97	-6.06		4.81
Research Growth & Income S Class	5/12/1997	-28.60	-4.23		-2.18
Research International S Class	5/5/1998	-19.59			-3.88
Strategic Growth S Class	11/1/1999	-36.30			-19.34
Strategic Income S Class	5/6/1998	-2.13			0.49
Strategic Value S Class	5/1/2002				-27.60
Technology S Class	6/16/2000	-50.96			-42.01
Total Return S Class	11/30/1989	-14.39	1.57	7.12	7.38
Utilities S Class	11/16/1993	-30.89	-4.30		4.99
Value S Class	5/5/1998	-21.54			-0.07

* The Life of Fund calculation for any Fund under a year old is not annualized.

REGATTA EXTRA

INITIAL CLASS

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN

PERIOD ENDING DECEMBER 31, 2002

Fund name	Inception Date	1 YR	5 YR	10 YR	Life of Fund*
Bond	5/5/1998	0.17			3.81
Capital Appreciation	11/30/1989	-38.33	-8.12	3.69	5.19
Capital Opportunities	6/3/1996	-36.53	-4.41		1.64
Emerging Growth	5/1/1995	-39.94	-6.8		3.25
Emerging Markets Equity	6/5/1996	-10.83	-7.32		-4.38
Global Asset Allocation	11/7/1994	-15.32	-2.2		4.2
Global Governments	11/30/1989	11	2.45	3.87	4.82
Global Growth	11/16/1993	-26.57	-1.59		4.47
Global Telecommunications	8/31/2000	-44.74			-48.72
Global Total Return	11/7/1994	-8.54	1.3		6.1
Government Securities	11/30/1989	0.38	4.08	4.79	5.54
High Yield	11/30/1989	-6.59	-2.21	3.91	5.39
International Growth	6/3/1996	-19.82	-4.22		-3.94
International Value	10/2/1995	-14.45	-0.86		1.23
Managed Sectors	11/30/1989	-32.55	-7.55	2.58	4.84
Mass Investors Growth Stock	5/5/1998	-34.42			-7.16
Mass Investors Trust	10/31/1991	-28.25	-5.46	5.87	6.27
Mid Cap Growth	8/31/2000	-51.67			-37.77
Money Market	11/30/1989	-7.93	1.04	2.16	2.5
New Discovery	5/5/1998	-39.3			-2.63
Research	11/7/1994	-31.79	-5.8		5.1
Research Growth & Income	5/12/1997	-28.41	-3.97		-1.92
Research International	5/5/1998	-19.45			-4.51
Strategic Growth	11/1/1999	-36.26			-19.18
Strategic Income	5/6/1998	-1.9			0.77
Technology	6/16/2000	-50.61			-41.75
Total Return	11/30/1989	-14.24	1.85	7.4	7.66
Utilities	11/16/1993	-30.62	-4.01		5.29
Value	5/5/1998	-21.34			-0.46

* The Life of Fund calculation for any Fund under a year old is not annualized.

</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:

P (1 + T) ^ n = ERV

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.

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.

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.

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.

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.

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 .00005116 (the daily equivalent of the current maximum charge of 1.85% on an annual basis) gives a net investment factor of 1.00322395. 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 14.6115227 (14.5645672 X 1.00322395).

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 12.34846153(12.3456789 X 1.00323509 (the Net Investment Factor based on the daily equivalent of the maximum annuity phase charge of 1.45% on an annual basis) X0.99991902 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 12.3846153. 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 12.3846153).

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 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 6.50% 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 0.50% 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."

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.

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ACCOUNTANTS

The financial statements included in this Statement of Additional Information have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports appearing herein (which reports express an unqualified opinion; our report dated February 21, 2003 accompanying the consolidated financial statements of Sun Life Assurance Company of Canada (U.S.) expresses an unqualified opinion and includes an explanatory paragraph relating to the Company's adoption of provisions of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, effective January 1, 2001, described in Note 1), and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. Their office is located at 200 Berkeley St, Boston, Massachusetts.

FINANCIAL STATEMENTS

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

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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 thousands)

For the years ended December 31,

	2002	2001	2000
Revenues
Premiums and annuity considerations	$ 43,574	$    41,009	$   44,803
Net investment income	265,277	282,492	287,674
Net realized investment gains (losses)	136,697	23,694	(19,905)
Fee and other income	352,403	284,111	297,861
Total revenues	797,951	631,306	610,433
Benefits and expenses
Policyowner benefits	337,305	309,688	338,328
Other operating expenses	184,289	151,778	164,870
Amortization of deferred policy acquisition costs	243,927	120,733	123,832
Total benefits and expenses	765,521	582,199	627,030
Income (loss) from operations	32,430	49,107	(16,597)
Interest expense	96,497	94,422	44,687
Loss before income tax expense	(64,067)	(45,315)	(61,284)
Income tax (benefit) expense:
Federal	(46,174)	(26,120)	(61,681)
State	1,265	(1,313)	(2,097)
Income tax benefit	(44,909)	(27,433)	(63,778)
Net (loss) income before cumulative
effect of change in accounting principle	(19,158)	(17,882)	2,494
Cumulative effect of change in accounting principle, net of tax	-	5 ,198	-
Net (loss) income	$ (19,158)	$       (12,684)	$      2,494

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

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

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

CONSOLIDATED BALANCE SHEETS

(in thousands except share data)

December 31,

ASSETS	2002	2001
Investments
Available-for-sale fixed maturities at fair value (amortized cost of $2,104,081 and $2,072,585 in 2002 and 2001, respectively)	$ 2,211,836	$          2,130,688
Trading fixed maturities at fair value (amortized cost of $1,354,969 and $1,020,173 in 2002 and 2001, respectively)	1,404,825	1,041,490
Subordinated note from affiliate held-to-maturity (fair value of $616,520 and $619,656 in 2002 and 2001, respectively)	600,000	600,000
Equity investment in affiliate	95,803	-
Short-term investments	171,627	103,296
Mortgage loans	778,962	915,730
Real estate	79,783	83,545
Policy loans	39,317	42,686
Other invested assets	185,440	66,771
Total investments	5,567,593	4,984,206
Cash and cash equivalents	277,104	180,141
Accrued investment income	66,771	63,428
Deferred policy acquisition costs	585,815	765,716
Outstanding premiums	-	3,591
Other assets	124,932	79,527
Separate account assets	13,383,358	16,233,130
Total assets	$ 20,005,573	$      22,309,739
LIABILITIES
Future contract and policy benefits	$ 677,163	$             691,406
Contractholder deposit funds and other policy liabilities	3,517,720	3,145,725
Unearned revenue	8,628	11,610
Accrued expenses and taxes	117,519	115,466
Deferred federal income taxes	104,736	99,164
Long-term debt payable to affiliates	645,000	565,000
Partnership Capital Securities	607,826	607,826
Other liabilities	97,123	107,780
Separate account liabilities	13,383,358	16,233,130
Total liabilities	19,159,073	21,577,107
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 2002 and 2001	$ 6,437	$                 6,437
Additional paid-in capital	388,672	265,411
Accumulated other comprehensive income	47,384	37,619
Retained earnings	404,007	423,165
Total stockholder's equity	846,500	732,632
Total liabilities and stockholder's equity	$ 20,005,573	$        22,309,739

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

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

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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

For the years ended December 31,

	2002	2001	2000
Net (loss ) income	$ (19,158)	$       (12,684)	$         2,494
Other comprehensive income
Net change in unrealized holding gains (losses) on
available-for-sale securities, net of tax and        policyholder amounts	27,448	4,589	20,697
Reclassification adjustments of realized investment (gains)       losses into net income (loss)	(14,177)	(5,519)	9,725
Other comprehensive income (loss)	13,271	(930)	30,422
Comprehensive (loss) income	$ (5,887)	$       (13,614)	$         32,916

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

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

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

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

(in thousands)

For the years ended December 31,

			Accumulated
		Additional	Other		Total
	Common	Paid-In	Comprehensive	Retained	Stockholder's
	Stock	Capital	Income	Earnings	Equity
Balance at December 31, 1999	$ 6,437	$ 199,355	$ 8,127	$ 458,355	$ 672,274
Net income				2,494	2,494
Dividends declared				(10,000)	(10,000)
Additional paid-in-capital		66,056			66,056
Other comprehensive income			30,422		30,422
Balance at December 31, 2000	$ 6,437	$ 265,411	$ 38,549	$ 450,849	$ 761,246
Net loss				(12,684)	(12,684)
Dividends declared				(15,000)	(15,000)
Other comprehensive loss			(930)		(930)
Balance at December 31, 2001	$ 6,437	$ 265,411	$ 37,619	$ 423,165	$ 732,632
Net loss				(19,158)	(19,158)
Additional paid-in-capital		100,000			100,000
Other comprehensive income			13,271		13,271
Deconsolidation of SLNY		23,261	(3,506)		19,755
Balance at December 31, 2002	$ 6,437	$ 388,672	$ 47,384	$ 404,007	$ 846,500

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

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

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the years ended December 31,

	2002	2001	2000
Cash Flows From Operating Activities:
Net (loss) income from operations	$ (19,158)	$       (12,684)	$       2,494
Adjustments to reconcile net income (loss) to net cash used
in operating activities:
Amortization of discount and premiums	11,181	3,230	(790)
Depreciation and amortization	1,876	1,602	2,846
Net realized (gains) losses on investments	(136,697)	(23,676)	19,906
Net unrealized (gains) on trading fixed maturities	(47,565)	(8,651)	(14,905)
Interest credited to contractholder deposits	129,610	175,916	195,533
Deferred federal income taxes	28,529	55,700	(53,139)
Cumulative effect of change in accounting principle, net of tax	-	(5,198)	-
Changes in assets and liabilities:
Deferred acquisition costs	148,684	(17,146)	(83,037)
Accrued investment income	(5,324)	1,481	(5,732)
Other assets	(29,116)	(45,919)	14,984
Future contract and policy benefits	26,174	(23,255)	(14,462)
Other, net	25,971	55,150	40,980
Net purchases of trading fixed maturities	(369,794)	(372,352)	(634,365)
Net cash used in operating activities	(235,629)	(215,802)	(529,687)
Cash Flows From Investing Activities:
Sales, maturities and repayments of:
Available-for-sale fixed maturities	1,333,976	1,250,971	1,001,902
Net cash from sale of subsidiary	3,331	-	-
Other invested assets	239,737	4,392	-
Mortgage loans	234,191	112,422	208,542
Real estate	6,036	10,009	35,951
Purchases of:
Available-for-sale fixed maturities	(1,532,791)	(823,289)	(738,259)
Subsidiaries	-	(4,965)	-
Other invested assets	(233,255)	(1,087)	(2,221)
Mortgage loans	(112,479)	(184,787)	(121,897)
Real estate	(3,634)	(16,284)	(14,997)
Changes in other investing activities, net	(8,109)	1,261	2,768
Net change in policy loans	3,098	128	(799)
Net change in short-term investments	(81,713)	8,782	34,924
Net cash (used in) provided by investing activities	(151,612)	357,553	405,914

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

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

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the years ended December 31,

	2002	2001	2000
Cash Flows From Financing Activities:
Deposits to contractholder deposit funds	1,178,908	1,557,468	1,962,257
Withdrawals from contractholder deposit funds	(855,834)	(1,894,134)	(1,988,702)
Issuance of long-term debt	80,000
Dividends paid to stockholder	-	(15,000)	(10,000)
Additional capital contributed	100,000	-	-
Net cash provided by (used in) financing activities	503,074	(351,666)	(36,445)
Net change in cash and cash equivalents	115,833	(209,915)	(160,218)
Cash and cash equivalents, beginning of year	180,141	390,056	550,274
Cash from deconsolidation of subsidiary	(18,870)	-	-
Cash and cash equivalents, end of year	$ 277,104	$              180,141	$       390,056
Supplemental Cash Flow Information
Interest paid	$ 96,414	$ 94,422	$ 43,266
Income taxes (refunded) paid	(14,904)	10,887	63,692

Non-cash Transactions

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 $65.5 million of additional paid in capital.

On December 31, 2002, the operations of Sun Life Assurance and Annuity Company of New York, were merged with another affiliated company, Keyport Benefit Life Insurance Company. As a result of this merger Keyport Life Insurance Company, the former parent company of Keyport Benefit Life Insurance Company and an affiliate of the Company, owns 67% of the combined entity and the Company retained a 33% interest in the combined entity.

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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

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, 2002, 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 insurance affiliate, Sun Life Insurance and Annuity Company of New York ("SLNY"), 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 ("GICs"), group life, group disability and stop loss insurance, third party insurance administration, and other asset management services.

The Company is a wholly-owned subsidiary of Sun Life of Canada (U.S.) Holdings, Inc. ("SLC (U.S.) Holdings"), which is an indirect wholly-owned subsidiary of Sun Life Assurance Company of Canada ("SLOC"). SLOC 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. ("SLF"), is now the ultimate parent of SLOC.

BASIS OF PRESENTATION

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

The consolidated financial statements include the accounts of the Company and its subsidiaries. As of December 31, 2002, the Company owned all of the outstanding shares of Sun Life Financial Services Limited ("SLFSL"), Sun Benefit Services Company, Inc. ("SBSC"), Sun Capital Advisers, Inc. ("SCA"), Sun Life of Canada (U.S.) SPE 97-1, Inc. ("SPE 97-1), Sun Life of Canada (U.S.) Holdings General Partner, Inc. ("the General Partner"), Vision Financial Corporation ("Vision") and Clarendon Insurance Agency, Inc ("Clarendon"). The results are also consolidated with Sun Life of Canada Funding, LLC ("SLOC Funding"), which is owned by a trust sponsored by the Company and Sun Life of Canada (U.S.) Limited Partnership I ("the Partnership"), for which the General Partner is the sole general partner.

On December 31, 2002, the operations of SLNY were merged with another affiliated company, Keyport Benefit Life Insurance Company, ("KBL"). As a result of this merger Keyport Life Insurance Company ("Keyport"), the former parent company of KBL and an affiliate of the Company, owns 67% of the combined entity and the Company retained a 33% interest in the combined entity. For the year ended December 31, 2002, the results of operations for SLNY were consolidated with the Company's results. As of December 31, 2002, the assets and liabilities of SLNY are no longer consolidated with the Company.

On December 18, 2002 the Company sold its interest in its' wholly-owned subsidiary, Sun Life of Canada (U.S.) Distributors, Inc. ("SLD") to another affiliate, Sun Life Financial (U.S.) Holdings, Inc. ("SLF Holdings"), for $10.5 million. No gain or loss was realized on this transaction. Effective January 1, 2003, SLD changed its name to MFS/Sun Life Financial Distributors, Inc. ("MFSLF") and thereafter Massachusetts Financial Services Company ("MFS"), an affiliate of the Company, acquired a 50% ownership interest in MFSLF.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

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

SLNY is engaged in the sale of individual fixed and variable annuity contracts and group life, group disability insurance and stop loss contracts in its state of domicile, New York. SLFSL serves as the marketing administrator for the distribution of the offshore products of SLOC, an affiliate. SCA is a registered investment adviser. SPE 97-I, was organized for the purpose of engaging in activities incidental to securitizing mortgage loans. The General Partner is the sole general partner of the Partnership. Clarendon is a registered broker-dealer that acts as the general distributor of certain annuity and life insurance contracts issued by the Company and its affiliates. As of December 31, 2002, SBSC was inactive. SLOC Funding, was organized for the purpose of engaging in activities incidental to establishing the new guaranteed investment products of the Company. The Partnership was established to purchase subordinated debentures issued by the Company's parent, SLF Holdings, and to issue Partnership capital securities to an affiliated business trust, Sun Life of Canada (U.S.) Capital Trust I, ("Capital Trust I").

On March 12, 2001, the Company purchased Vision for approximately $5.0 million. Vision, 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 and in connection with the acquisition recorded approximately $1.6 million of goodwill. The results of operations of Vision for the years ended December 31, 2002 and 2001 were not material to the consolidated financial statements.

In June 2000, the Company sold Sun Life Information Services Ireland, Limited ("SLISL") to SLOC. SLISL provides information systems development services to SLOC and its subsidiaries.

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 ("DAC"), investment allowances and the liabilities for future policyholder benefits. Actual results could differ from those estimates.

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.

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CASH AND CASH EQUIVALENTS

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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

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

<R>

INVESTMENTS

</R>

The Company accounts for its investments in accordance with Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity Securities." At the time of purchase, fixed maturity securities are classified based on intent, as 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 amortization of DAC 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.

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.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

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

Other invested assets consist primarily of a leveraged lease, derivative investments 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.

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 DAC is not assured, the Company believes it is more likely than not that all of these costs will be realized. The amount of DAC considered realizable, however, could be reduced in the near term if the estimates of gross profits or total revenues discussed above are reduced.

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. Reinsurance receivables from reinsurance ceded are also included in other assets.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

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

POLICY LIABILITIES AND ACCRUALS

Future policy benefits are liabilities for traditional life and, health 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 ("GICS"). 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 products are considered revenue when due. Premiums related to group life, stop loss, and group disability insurance are recognized as revenue pro-rata over the contract period. The unexpired portion of these premiums is recorded as unearned premiums. Revenue from universal life-type products and investment-related products includes charges for 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 DAC, 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.

Fees from investment advisory services are recognized as revenues when the services are provided. Revenues from fixed and variable annuities and single-premium whole life policies include mortality charges, surrender charges, policy fees and contract fees and are recognized when earned.

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 SFAS No. 109, "Accounting for Income Taxes". These differences result primarily from policy reserves, policy acquisition expenses and unrealized gains or losses on investments.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

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.

RECLASSIFICATIONS

Certain amounts in the prior years' financial statements have been reclassified to conform to the 2002 presentation.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued 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 are 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.

In July 2001, the FASB issued SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets". These Statements changed 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 is prohibited. Second, SFAS No. 142 changed the accounting for goodwill from an amortization method to an impairment-only approach. Thus, amortization of goodwill, including goodwill recorded in past business combinations, ceased upon adoption of SFAS No. 142, which was January 1, 2002. Adopting SFAS No. 141 and SFAS No. 142 did not have a material impact on the Company.

In November of 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees Including Indirect Guarantees of Indebtedness of Others" ("FIN No. 45"). FIN No. 45 requires entities to establish liabilities for certain types of guarantees, and expands financial statement disclosures for others. Disclosure requirements under FIN No. 45 are effective for financial statements of annual periods ending after December 15, 2002 and are applicable to all guarantees issued by the guarantor subject to the provisions of FIN No. 45. The initial recognition and measurement provisions of FIN No. 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The Company does not expect the adoption of FIN No. 45 to have a significant impact on the Company's consolidated financial statements. FIN No. 45 did not require the Company to include any additional disclosures related to guarantees in the financial statements for the year ended December 31, 2002.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

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

In January of 2003 the FASB issued FASB Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN No. 46"). FIN No. 46 addresses off-balance sheet financing entities. The Company will adopt FIN No. 46 as required in fiscal 2003 and is currently evaluating its effect on the consolidated financial statements. Although the Company is still evaluating the effect of FIN No. 46, it is reasonably possible that FIN No. 46 may require consolidation of, or additional disclosures related to, the entity described below.

The Company, through its subsidiary, SCA, may have to consolidate, Solar Investment Grade CBO II Limited, the special purpose entity ("SPE") used to facilitate the collateralized debt offering SOLAR CBO II. As of December 31, 2002 the assets and liabilities of this entity were approximately $409.0 million and $407.0 million, respectively. The actual amount that may be consolidated is dependent on the analysis of expected losses and residual returns as compared to the other equity holders and sub-collateral managers. The Company's maximum exposure to loss as a result of its investment is approximately $9.8 million at December 31, 2002.

Additionally, the Company and its affiliates act as collateral manager in several other collateralized debt and mortgage obligation transactions in which the Company is the transferor of assets to a Qualified SPE. In these transactions, the Company establishes a trust, as a Qualified SPE, that purchases a portfolio of assets and issues trust certificates that represent interests in the portfolio of assets. In addition to receiving variable compensation for managing the portfolio, the Company also may retain certain trust certificates. These transactions will not require consolidation because a Qualified SPE was used to facilitate the transactions.

In July 2002, the American Institute of Certified Public Accountants ("AICPA") issued a proposed Statement of Position ("SOP"), "Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Separate Accounts." This SOP provides guidance on accounting and reporting by insurance enterprises for certain nontraditional long-duration contracts and for separate accounts. The Company is in the process of evaluating the provisions of this SOP and its impact to the Company's financial position or results of operations.

2. SIGNIFICANT TRANSACTIONS WITH AFFILIATES

On December 31, 2002, KBL, a wholly owned subsidiary of Keyport, an affiliate, merged with and into the Company's wholly-owned life insurance subsidiary, SLNY. Keyport and its subsidiaries, including KBL, were purchased on October 31, 2001 by SLC (U.S.) Holdings, an upstream parent of the Company. As a result of the merger, the Company continued to hold 2,000 shares of SLNY's common stock; however, the par value of the common stock was converted to $350 per share. In exchange for its investment in KBL, SLNY issued Keyport 4,001 shares of its common stock valued at $350 per share. As a result of the share issuance and change in par value, the Company's ownership percentage of SLNY became 33%, with Keyport holding the remaining 67%. The accounting for this transaction resulted in $23.3 million of additional paid-in-capital to the Company.

On December 31, 2002, prior to the completion of the merger, the Company contributed capital in the amount of $14.85 million to SLNY. Keyport contributed capital totaling $30.15 million to KBL. These contributions were approved by the respective boards of directors in anticipation of the merger transaction.

On December 18, 2002 the Company sold its' wholly-owned subsidiary, SLD to another affiliate, SLF Holdings, for $10.5 million. No gain or loss was realized on this transaction.

On September 24, 2002, the Company received a $100 million capital contribution from its parent, SLC (U.S.) Holdings.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

2. SIGNIFICANT TRANSACTIONS WITH AFFILIATES (CONTINUED)

The Company has an administrative services agreement with Sun Life Assurance Company of Canada - U.S. Operations Holdings, Inc., under which the Company provides administrative and investor services with respect to certain open-end management investment companies for which MFS serves as the investment adviser, and which are offered to certain of the Company's separate accounts established in connection with the variable annuity contracts issued by the Company. Amounts received under this agreement amounted to approximately $24.0 million and $13.8 million for the years ended December 31, 2002 and 2001, respectively.

The Company has agreements with Keyport and certain of its subsidiaries under which the Company provides wholesale distribution services in connection with certain annuity products offered by Keyport. Amounts received under this agreement amounted to approximately $22.4 million for the year ended December 31, 2002.

On January 14, 2000, the Company purchased two separate $100 million 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 million note with an original maturity of August 11, 2003.

On May 29, 2002, the Company sold its $100 million note from MFS, an affiliate, to Keyport, another affiliate, for approximately $108 million. The note was included in fixed maturities available-for-sale at December 31, 2001. The note was sold at a gain of $8 million.

On June 27, 2000, the Company sold SLISL to SLOC. The Company realized a pretax gain of $451,000 on the sale.

During 2001 and 2000, the Company declared and paid dividends in the amount of $15 million, and $10 million, respectively, to its parent, SLC (U.S.) Holdings. The Company did not make any dividend payments in 2002.

The Company and its subsidiaries have management services agreements with SLOC which provide that SLOC will furnish, as requested, certain services and facilities on a cost-reimbursement basis. Expenses under these agreements amounted to approximately $37.1 million in 2002, $40.3 million in 2001, and $31.9 million in 2000.

On December 21, 2000, the Company's parent, SLC (U.S.) Holdings, transferred its ownership in all 200 shares issued and outstanding of the General Partner to the Company in exchange for 537 shares of the Company's common stock totaling $537,000, plus $65.5 million of additional paid in capital. As a result of the acquisition of the General Partner on December 21, 2000, and its ownership interest in the Partnership, the Company became the owner of a $600 million 8.526% subordinated debenture due May 6, 2027 issued by the Company's parent, SLC (U.S.) Holdings. The Company also assumed the liability of the partnership capital securities issued to Capital Trust I, a Delaware business trust sponsored by the Company's parent. Partnership capital securities issued of $600.01 million accrue interest at 8.526% and have no scheduled maturity date. The partnership capital securities, which represent the limited partner interest of the Partnership, may be redeemed on or after May 6, 2027. The Company has accounted for the acquisition of the General Partner using the purchase method of accounting.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

2. SIGNIFICANT TRANSACTIONS WITH AFFILIATES (CONTINUED)

The following proforma statement of income for the year ended December 31, 2000 illustrates the Company's results of operations as if the acquisition of the General Partner took place at the beginning of the year.

	Proforma
	2000
Revenues
Premiums and annuity considerations	$                 45
Net investment income	339
Net realized investment gains (losses)	(20)
Fee and other income	298
Total revenues	662
Benefits and expenses
Policyowner benefits	338
Other operating expenses	165
Amortization of deferred policy acquisition costs	124
Total benefits and expenses	627
Income (loss) from operations	35
Interest expense	95
Income (loss) before income tax expense and discontinued Operations
	(60)
Income tax expense (benefit):
Federal	(62)
State	(2)
Income tax expense (benefit)	(64)
Net income from continuing operations	4
Net loss on disposal of subsidiaries, after tax	-
Discontinued operations	-
Net income	$                   4

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

2. SIGNIFICANT TRANSACTIONS WITH AFFILIATES (CONTINUED)

Effective January 2002, essentially all United States employees of Keyport, an affiliate, and SLOC became employees of the Company. As a result, the Company has assumed most of the operating expenses of Keyport, including salaries and benefits, as well as the salaries and benefits previously incurred by SLOC in the United States. In accordance with a tri-party management service agreement between the Company, Keyport, and SLOC, the Company provides personnel and certain services to Keyport and SLOC, as requested. Reimbursements under this agreement, which are recorded as a reduction of other operating expenses, were approximately $51.7 million for the year ended December 31, 2002. Management believes inter-company revenues and expenses are calculated on a reasonable basis, however, these amounts may not necessarily be indicative of the costs that would be incurred if the Company operated on a standalone basis.

The Company leases office space to SLOC 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 value of the fixed rent for the term which is ending. Rent received by the Company under the leases amounted to approximately $11.7 million, $8.8 million, and $7.8 million in 2002, 2001 and 2000, respectively.

As more fully described in Note 7, the Company has been involved in several reinsurance transactions with SLOC.

On July 25, 2002, the Company issued an $80 million promissory note at 5.71%, maturing June 30, 2012 to an affiliate, Sun Life (Hungary) Group Financing Limited Liability Company ("Sun Life (Hungary) Ltd"). The Company pays interest semi-annually to Sun Life (Hungary), Ltd. On December 31, 2002 the Company paid $1.9 million in interest. The proceeds of the note were used to purchase fixed rate government and corporate bonds.

The Company had $565 million of surplus notes issued to its parent, SLC (U.S.) Holdings, as of December 31, 2000. In October 2001, SLC (U.S.) Holdings transferred its ownership in the Company's surplus notes totaling $565 million to Sun Life Financial (U.S.) Finance, Inc., an affiliate of the Company, at book value.

The Company has accrued $4.3 million for unpaid interest on surplus notes held by an affiliate at December 31, 2002 and 2001, respectively. The Company expensed $43.3 million for interest on these surplus notes for the years ended December 31, 2002, 2001 and 2000, respectively.

The following table lists the details of notes due to affiliates:

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%
80,000	06/30/12	5.710%
250,000	11/06/27	8.625%
$ 645,000

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

3. INVESTMENTS

FIXED MATURITIES

The amortized cost and fair value of fixed maturities were as follows:

	December 31, 2002
		Gross	Gross	Estimated
	Amortized	Unrealized	Unrealized	Fair
	Cost	Gains	Losses	Value
Available-for-sale fixed maturities:
Asset Backed and Mortgage Backed Securities	$ 357,446	$ 11,085	$ (1,584)	$ 366,947
Foreign Government & Agency Securities	25,303	2,062	-	27,365
States & Political Subdivisions	500	15	-	515
U.S. Treasury & Agency Securities	311,947	11,825	(256)	323,516
Corporate securities:
Basic Industry	101,266	10,283	(1,178)	110,371
Capital Goods	96,485	10,681	(289)	106,877
Communications	84,698	4,658	(3,271)	86,085
Consumer Cyclical	111,070	6,837	(3,286)	114,621
Consumer Noncyclical	111,617	14,240	(2,924)	122,933
Energy	70,451	8,566	(1,830)	77,187
Finance	337,750	17,911	(4,737)	350,924
Industrial Other	68,302	10,677	(79)	78,900
Technology	4,782	161	-	4,943
Transportation	134,799	8,140	(14,005)	128,934
Utilities	287,665	28,129	(4,076)	311,718
Total Corporate	1,408,885	120,283	(35,675)	1,493,493
Total available-for-sale fixed maturities	$ 2,104,081	$ 145,270	$ (37,515)	$ 2,211,836
Trading fixed maturities
Asset Backed and Mortgage Backed Securities	$ 87,470	$ 8,017	$ -	$ 95,487
Foreign Government & Agency Securities	4,568	1,012	-	5,580
States & Political Subdivisions	-	-	-	-
U.S. Treasury & Agency Securities	23,491	423	-	23,914
Corporate securities:
Basic Industry	59,201	6,283	(297)	65,187
Capital Goods	56,432	5,255	(1,600)	60,087
Communications	120,120	10,688	(620)	130,188
Consumer Cyclical	146,174	12,244	(207)	158,211
Consumer Noncyclical	25,106	675	(2,951)	22,830
Energy	90,471	7,428	(3,405)	94,494
Finance	351,478	27,364	(688)	378,154
Industrial Other	64,185	5,606	(119)	69,672
Technology	3,805	-	(155)	3,650
Transportation	80,555	6,481	(10,711)	76,325
Utilities	241,913	10,081	(30,948)	221,046
Total Corporate	1,239,440	92,105	(51,701)	1,279,844
Total trading fixed maturities	$ 1,354,969	$ 101,557	$ (51,701)	$ 1,404,825
Held-to-maturity fixed maturities:
Sun Life of Canada (U.S.) Holdings, Inc.,
8.526% subordinated debt, due 2027	$        600,000	$     16,520	$                 -	$   616,520
Total held-to-maturity fixed maturities	$        600,000	$ 16,520	$                 -	$   616,520

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

3. INVESTMENTS (CONTINUED)

	December 31, 2001
		Gross	Gross	Estimated
	Amortized	Unrealized	Unrealized	Fair
	Cost	Gains	Losses	Value
Available-for-sale fixed maturities:
Asset Backed and Mortgage Backed Securities	$ 282,151	$ 5,123	$ (2,352)	$ 284,922
Foreign Government & Agency Securities	24,105	1,344	-	25,449
States & Political Subdivisions	254	15	-	269
U.S. Treasury & Agency Securities	142,892	5,695	(951)	147,636
Corporate securities:
Basic Industry	102,983	5,935	(7,092)	101,826
Capital Goods	132,343	7,406	(90)	139,659
Communications	108,810	5,926	(517)	114,219
Consumer Cyclical	138,538	6,688	(2,080)	143,146
Consumer Noncyclical	121,149	9,243	(904)	129,488
Energy	82,913	5,029	(1,245)	86,697
Finance	378,522	11,257	(3,518)	386,261
Industrial Other	80,099	6,791	(294)	86,596
Technology	6,988	280	-	7,268
Transportation	151,613	9,663	(15,697)	145,579
Utilities	319,225	18,200	(5,752)	331,673
Total Corporate	1,623,183	86,418	(37,189)	1,672,412
Total available-for-sale fixed maturities	$ 2,072,585	$ 98,595	$ (40,492)	$ 2,130,688
Trading fixed maturities
Asset Backed and Mortgage Backed Securities	$ 84,928	$ 1,336	$ (283)	$ 85,981
Foreign Government & Agency Securities	4,513	453	-	4,966
States & Political Subdivisions	-	-	-	-
U.S. Treasury & Agency Securities	-	-	-	-
Corporate securities:
Basic Industry	46,541	1,916	(319)	48,138
Capital Goods	41,396	2,315	(70)	43,641
Communications	131,840	4,847	(3,913)	132,774
Consumer Cyclical	117,892	4,351	(1,186)	121,057
Consumer Noncyclical	21,539	1,146	(62)	22,623
Energy	76,145	2,019	(1,793)	76,371
Finance	267,355	12,355	(929)	278,781
Industrial Other	45,959	1,746	(430)	47,275
Technology	2,977	3	-	2,980
Transportation	82,740	2,974	(2,635)	83,079
Utilities	96,348	1,626	(4,150)	93,824
Total Corporate	930,732	35,298	(15,487)	950,543
Total trading fixed maturities	$ 1,020,173	37,087	(15,770)	1,041,490
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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

3. INVESTMENTS (CONTINUED)

The amortized cost and estimated fair value by maturity periods for fixed maturity investments are shown below. Actual maturities may differ from contractual maturities on asset-backed securities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties, or the Company may have the right to put or sell the obligations back to the issuers.

			December 31, 2002
			Amortized Cost	Estimated Fair Value
Maturities of available-for-sale fixed securities:
	Due in one year or less		$     85,272	$ 86,299
	Due after one year through five years		597,290	619,761
	Due after five years through ten years		653,675	702,306
	Due after ten years		410,398	436,523
Subtotal - Maturities available-for-sale			$ 1,746,635	$ 1,844,889
Asset-backed securities			357,446	366,947
Total Available-for-sale			$ 2,104,081	$ 2,211,836
Maturities of trading fixed securities:
	Due in one year or less		$ 11,122	$ 11,007
	Due after one year through five years		482,935	492,081
	Due after five years through ten years		529,771	541,779
	Due after ten years		243,671	264,471
	Subtotal - Maturities of trading		$ 1,267,499	$ 1,309,338
Asset-backed securities			87,470	95,487
	Total Trading		$ 1,354,969	$      1,404,825
Maturities of held-to-maturity fixed securities:
		Due after ten years	$ 600,000	$ 616,520

Gross gains of $28.1 million, $15.5 million and $9.1 million and gross losses of $6.3 million, $7.0 million and $24.0 were realized on the voluntary sale of fixed maturities for the years ended December 31, 2002, 2001, and 2000, respectively.

Fixed maturities with an amortized cost of approximately $2.7 million and $3.1 million at December 31, 2002 and 2001, respectively, were on deposit with federal and state governmental authorities as required by law.

At December 31, 2002 and 2001, $37.0 million and $32.9 million of fixed maturities were pledged as collateral and are included with fixed maturities.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

3. INVESTMENTS (CONTINUED)

As of December 31, 2002 and 2001, 93% and 96%, 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 2002, 2001, and 2000 the Company incurred realized losses totaling $27.5 million, $5.5 million, and $15.0 million, respectively for other than temporary impairment of value of some of its fixed maturities after determining that not all of the unrealized losses were temporary in nature. During 2002, $1.4 million of the 2001 losses was recovered and is included in realized gains. The Company has stopped accruing income on several of its holdings for issuers that are in default. $1.9 million, $0.4 million and $0.2 million of interest income on these holdings was not accrued during 2002, 2001, and 2000, respectively.

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:

		December 31,
		2002	2001
Total mortgage loans		$        778,962	$         915,730
Real estate:
	Held-for-sale	-	1,490
	Held for production of income	79,783	82,055
Total real estate		$         79,783	$           83,545

Real estate held for the production of income primarily consists of the Sun Life office park located in Wellesley Hills, MA. Accumulated depreciation on real estate was $17.9 million and $16.1 million at December 31, 2002 and 2001, 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 $9.0 million and $17.9 million at December 31, 2002 and 2001, respectively, against which there are allowances for losses of $7.0 million and $7.1 million, respectively.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

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:

	Balance at			Balance at
	January 1,	Additions	Subtractions	December 31,
2002
Mortgage loans	$ 7,140	$        483	$ (607)	$ 7,016
2001
Mortgage loans	$              4,675	$              3,095	$             (630)	$               7,140

Mortgage loans and real estate investments comprise the following property types and geographic regions:

	December 31,
	2002	2001
Property Type:
Office building	$    322,957	$     369,535
Residential	32,114	39,254
Retail	314,750	389,972
Industrial/warehouse	178,777	190,672
Other	17,163	16,982
Valuation allowances	(7,016)	(7,140)
Total	$      858,745	$      999,275

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

3. INVESTMENTS (CONTINUED)

	December 31,
	2002	2001
Geographic region:
Arizona	$ 17,999	$        21,221
California	70,370	95,861
Colorado	7,324	8,245
Connecticut	26,418	37,208
Delaware	6,322	6,707
Florida	32,009	40,359
Georgia	61,742	71,037
Indiana	13,295	15,015
Kentucky	9,537	13,824
Louisiana	14,101	15,221
Maryland	14,545	19,730
Massachusetts	114,019	116,971
Michigan	35,662	44,549
Nevada	4,581	3,891
New Jersey	16,333	24,047
New York	94,205	88,812
North Carolina	23,479	14,889
Ohio	39,405	29,137
Oregon	5,415	8,131
Pennsylvania	98,990	122,275
Tennessee	9,236	15,345
Texas	17,351	29,071
Utah	16,582	18,179
Virginia	24,433	27,840
Washington	52,207	62,439
All other	40,201	56,411
Valuation allowances	(7,016)	(7,140)
Total	$ 858,745	$ 999,275

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

3. INVESTMENTS (CONTINUED)

At December 31, 2002, scheduled mortgage loan maturities were as follows:

2003	$ 22,707
2004	27,585
2005	64,054
2006	25,711
2007	69,860
Thereafter	569,045
Total	$         778,962

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 $12.1 million and $39.8 million at December 31, 2002 and 2001, respectively.

During 2002 and 2000, the Company sold commercial mortgage loans in securitization transactions. In these transactions the Company established a trust, as a Qualified SPE to purchase the assets and issue the trust certificates. In the transactions, the Company retained investment tranches as well as servicing rights. The investors in the securitization trusts 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 $4.5 million and $763,000 for the 2002 and 2000 securitization transactions, respectively.

Key economic assumptions used in measuring the retained interests at the date of securitization resulting from securitizations completed during the year ended December 31, 2002 were as follows:

	Class AA	Class A	Class BBB
Prepayment speed	0	0	0
Weighted average life in years	6.532	6.843	8.417
Expected credit losses	0	0	0
Residual cash flows discount rate	6.064%	6.511%	7.562%
Treasury rate interpolated for average life	4.571%	4.600%	4.682%
Spread over treasuries	1.493%	1.911%	2.880%
Duration in years	5.22	5.263	6.013

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

3. INVESTMENTS (CONTINUED)

Key economic assumptions and the sensitivity of the current fair value of cash flows in those assumptions are as follows:

	Commercial Mortgages
	Class AA	Class A	Class BBB
Carrying amount of retained
interests	$ 2,911	$ 1,391	$        1,980
Fair value of retained interests	3,427	1,599	2,282
Weighted average life in years	4.99	5.04	5.76
Expected Credit Losses
Impact on fair value of .20% of adverse change	2,862	1,269	1,725
Impact on fair value of .30% of adverse change	2,861	1,267	1,616
Residual Cash flows Discount Rate
Impact on fair value of 10% of adverse change	2,811	1,248	1,768
Impact on fair value of 20% of adverse change	2,760	1,224	1,734

The total principal amount of the commercial mortgage loans was $72.7 million at December 31, 2002, 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 securitization and at December 31, 2002.

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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

3. INVESTMENTS (CONTINUED)

Key economic assumptions and the sensitivity of the current fair value of cash flows in those assumptions are as follows:

	Commercial Mortgages
	Class B	Class I
Carrying amount of retained
Interests	$ 14,933	$        8,818
Fair value of retained interests	16,460	8,099
Weighted average life in years	9.57	3.80
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	16,250	7,810
Impact on fair value of 20% of adverse change	16,037	7,754

The total principal amount of the commercial mortgage loans was $165.8 million at December 31, 2002, 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 securitization and at December 31, 2002.

SECURITIES LENDING

The Company has a securities lending program operated on its behalf by the Company's primary custodian, Chase Manhattan Bank 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, 2002 and 2001. The income resulting from this program was $252,000, $126,000, and $48,000 for the years ended December 31, 2002, 2001 and 2000, respectively.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

3. INVESTMENTS (CONTINUED)

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:

	Year ended December 31,
	2002	2001
Lease contract receivable	$     56,760	$     68,418
Less: non-recourse debt	(23,485)	(36,096)
Net Receivable	33,275	32,322
Estimated value of leased assets	21,420	21,420
Less: unearned and deferred income	(17,323)	(18,231)
Investment in leveraged leases	37,372	35,511
Less: fees	(187)	(212)
Net investment in leveraged leases	$    37,185	$     35,299

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.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

3. INVESTMENTS (CONTINUED)

In 2000, the Company launched a new GIC program. Each deal is highly-individualized but typically involves the issuance of foreign currency denominated contracts backed by cross currency swaps or equity linked cross currency swaps. The combination of these swaps with interest rate swaps allows the Company to lock in U.S. dollar fixed rate payments for the life of the contract.

The net (decrease) increase in net investment income related to swap settlement payments was $(34.2) million, $(23.5) million, and $.2 million for the years ended December 31, 2002, 2001 and 2000, respectively.

The Company does not employ hedge accounting treatment. As a result, changes in the fair value of swaps are reported in current period operations as a component of net investment income. The net decrease to net investment income due to changes in the fair value of swaps was $73.1 million, $64.3 million and $53.4 million for the years ended December 31, 2002, 2001 and 2000, respectively.

The Company recognized gross realized gains on swaps of $3.9 million, $6.2 million and $3.9 million in 2002, 2001, and 2000, respectively, as well as gross realized losses of $12.0 million, $8.9 million, and $1.2 million during 2002, 2001, and 2000, 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, 2002 and 2001, 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 counter-parties. The Company currently pledges cash and U.S. Treasury bonds to satisfy this collateral requirement. At December 31, 2002 and 2001, $37.0 million and $32.9 million, respectively, of fixed maturities were pledged as collateral and are included with fixed maturities.

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 net increase (decrease) in net investment income related to changes in the fair value of options was $9.0 million, $(28.9) million and $(13.5) million for the years ended December 31, 2002, 2001 and 2000, respectively. The Company does not employ hedge accounting treatment. As a result, changes in the fair value of swaps are reported in current period operations as a component of net investment income.

The Company recognized gross realized gains on options of $140.5 million, $4.0 million and $0 in 2002, 2001, and 2000, respectively, as well as gross realized losses of $10.9 million, $0, and $0 during 2002, 2001, and 2000, respectively.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

3. INVESTMENTS (CONTINUED)

The Company's underlying notional or principal amounts associated with open derivatives positions were as follows:

	Outstanding at December 31, 2002
	Notional		Fair Value
	Principal		Asset (Liability)
	Amounts
Interest rate swaps	$	1,683,250		$      (182,204)
Currency swaps		761,424		97,398
Equity swaps		293,994		(3,171)
Equity index options		1,153,168		213,174
Total	$	3,891,836		$ 125,197

	Outstanding at December 31, 2001
	Notional Principal Amounts		Fair Value Asset (Liability)
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)

At December 31, 2002, the net unrealized gains on derivatives are included with other invested assets. As of December 31, 2001, the net unrealized losses 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:

		2002		2001	2000
Fixed maturities			$        37,633	$        29,694	$      (14,962)
Mortgage and other loans		4,648		(2,557)	2,057
Real estate		514		1,150	5,211
Derivative instruments			121,445	1,261	2,768
Short term investments			2	196	(22)
Write-down of fixed maturities			(27,545)	(6,050)	(14,957)
	Total	$       136,697		$        23,694	$      (19,905)

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

5. NET INVESTMENT INCOME

Net investment income consisted of the following:

		2002	2001	2000
Fixed maturities		$        289,196	$        320,810	$       265,608
Equity securities		-	-	-
Mortgage and other loans		69,802	73,050	77,807
Real estate		7,855	5,961	8,868
Policy loans		2,645	2,967	3,047
Derivatives		(98,363)	(116,779)	(66,944)
Other		(2,714)	189	4,798
	Gross investment income	268,421	286,198	293,184
Less: Investment expenses		3,144	3,706	5,510
	Net investment income	$      265,277	$        282,492	$       287,674

6. FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosure about Fair Value of Financial Instruments", excludes certain insurance liabilities and other non-financial instruments from its disclosure requirements. The fair value amounts presented herein do not include the expected interest margin (interest earnings over interest credited) to be earned in the future on investment-type products or other intangible items. Accordingly, the aggregate fair value amounts presented herein do not necessarily represent the underlying value to the Company. Likewise, care should be exercised in deriving conclusions about the Company's business or financial condition based on the fair value information presented herein.

The following table presents the carrying amounts and estimated fair values of the Company's financial instruments at December 31, 2002 and 2001:

		December 31, 2002		December 31, 2001
		Carrying	Estimated	Carrying	Estimated
		Amount	Fair Value	Amount	Fair Value
Financial assets:
	Cash and cash equivalents	$       277,104	$         277,104	$        180,141	$         180,141
	Fixed maturities	4,216,661	4,233,181	3,772,178	3,791,834
	Short-term investments	171,627	171,627	103,296	103,296
	Mortgages	778,962	894,608	915,730	977,857
	Derivatives	125,197	125,197	(49,421)	(49,421)
	Policy loans	39,317	39,317	42,686	42,686
	Other invested assets	60,243	60,243	66,771	66,771
Financial liabilities:
	Guaranteed investment contracts	$     1,768,854	$       1,681,797	$      1,320,278	$       1,336,594
	Contractholder deposit funds	1,507,601	1,522,820	1,603,391	1,591,474
	Fixed annuity contracts	71,517	70,977	88,400	86,031
	Interest sensitive life insurance	116,086	121,908	116,967	117,045
	Long-term debt	645,000	688,647	565,000	596,218
	Partnership Capital Securities	607,826	616,520	607,826	619,656

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

6. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

The fair values of cash and cash equivalents are estimated to be cost plus accrued interest. The fair values of short-term bonds are estimated to be amortized cost. The fair values of publicly traded fixed maturities are based upon market prices or dealer quotes. For privately placed fixed maturities, fair values are estimated by taking into account prices for publicly traded securities of similar credit risk, maturity, repayment and liquidity characteristics. The fair 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 has agreements with SLOC and several unrelated companies which provide for reinsurance of portions of the net-amount-at-risk under certain individual variable universal life, bank owned life insurance ("BOLI"), and corporate owned life insurance ("COLI") policies. These amounts are reinsured on either a monthly renewable or a yearly renewable term basis.

The Company also acts as the reinsurer of risk under the lapse protection benefit under certain universal life contracts issued by SLOC. One hundred percent of such risk is retroceded to Sun Life Financial Insurance and Annuity Company (Bermuda) Ltd.

GROUP INSURANCE

SLNY has an agreement with SLOC whereby SLOC reinsures the mortality risks of the group life insurance contracts. Under this agreement, certain death benefits are reinsured on a yearly renewable term basis. The agreement provides that SLOC will reinsure mortality risks in excess of $50,000 per claim for group life contracts ceded by SLNY.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 1999

7. REINSURANCE (CONTINUED)

SLNY has an agreement with an unrelated company whereby the unrelated company reinsures the morbidity risks of SLNY's group long-term disability contracts. Under this agreement, certain long-term disability benefits are reinsured on a yearly renewable term basis. The agreement provides that the unrelated company will reinsure amounts in excess of $4,000 per claim per month for long-term disability contracts ceded by SLNY.

The effects of reinsurance were as follows:

		For the Years Ended December 31,
			2002	2001	2000
Insurance premiums:
	Direct		$        49,190	$         43,980	$         51,058
	Assumed		-	-	-
	Ceded		5,616	2,971	6,255
Net premiums			$         43,574	$         41,009	$          44,803
Insurance and other individual policy benefits and    Claims:
	Direct		$       341,429	$        314,750	$        346,411
	Assumed		-	-	-
	Ceded		4,125	5,063	8,077
Net policy benefits and claims			$        337,304	$        309,687	$        338,334

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 PLANS

Through December 31, 2001, the Company was a participant in a non-contributory defined benefit pension plan for employees sponsored by SLOC. Consistent with the transfer of all employees to Sun Life of Canada U.S. on January 1, 2002, the plan sponsorship for the employee and the agent pension plan was transferred to the Company. Expenses are allocated to participating companies based on a manner consistent with the allocation of employee compensation expenses.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

8. RETIREMENT PLANS (CONTINUED)

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 SLOC or other insurance company contracts.

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 (in 000's):

	2002
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$        149,595
Service cost	8,436
Interest cost	10,673
Actuarial (gain)	(8,075)
Benefits paid	(4,925)
Plan amendments	3,946
Projected benefit obligation at end of year	$ 159,650
Change in fair value of plan assets:
Fair value of plan assets at beginning of year	$        212,965
Other	(888)
Actual return on plan assets	(27,682)
Benefits paid	(4,925)
Transfer due to change in plan sponsor	-
Fair value of plan assets at end of year	$        179,470
Funded status	$         19,820
Unrecognized net actuarial loss	38,632
Unrecognized transition obligation	(19,545)
Unrecognized prior service cost	9,132
Prepaid benefit cost	$         48,039

The Company's share of the projected benefit obligation for the years ended December 31, 2001 and 2000 was $140.6 million and $109.7 million, respectively.

The Company's share of the fair value of plan assets at December 31, 2001 and 2000 was $177.3 million and $163.2 million, respectively.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

8. RETIREMENT PLANS (CONTINUED)

The Company's share of the prepaid benefit costs at December 31, 2001 and 2000 was $29.2 million and $26.8 million, respectively.

The following table sets forth the components of the net periodic pension cost for the year ended December 31 (in 000's)

	2002
Components of net periodic benefit cost:
Service cost	$          8,437
Interest cost	10,674
Expected return on plan assets	(18,395)
Amortization of transition obligation asset	(3,051)
Amortization of prior service cost	216
Recognized net actuarial loss (gain)	120
Net periodic benefit cost	$          (1,999)
The Company's share of net periodic benefit cost	$            3,834

The projected benefit obligations were based on calculations that utilize certain assumptions. The assumed weighted average discount rate was 6.75%, 7.00% and 7.50% for the years ended December 31, 2002, 2001 and 2000, respectively. The expected return on plan assets for 2002, 2001 and 2000 was 8.75% and the assumed rate of compensation increase was 4.0% for 2002, and 4.5% for 2001 and 2000. The Company's share of the net periodic benefit costs for the years ended December 31, 2001 and 2000 were $1.0 million and $0.81 million, respectively.

The Company sponsors and participates in a 401(k) savings plan for which substantially all employees of at least age 21 are eligible for at date of hire. Under the plan, the Company matches up to specified amounts, the employees' contributions to the plan. The amount of the 2002 employer contributions under plan sponsorship for the Company and its affiliates was $4.03 million. Amounts are allocated to affiliates based on employees' contributions. The Company's portion of the expense was $956,000, $462,000 and $354,000 for the years ended December 31, 2002, 2001, and 2000, respectively.

OTHER POST-RETIREMENT BENEFIT PLANS

Through December 31, 2001, the Company was a participant in a post-retirement benefit pension plan for employees sponsored by SLOC providing certain health, dental, and life insurance benefits ("post-retirement benefits") for retired employees and dependents. Consistent with the transfer of all employees to Sun Life of Canada U.S. on January 1, 2002, the plan sponsorship was transferred to the Company. Expenses are allocated to participating companies based on the number of participants.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

8. RETIREMENT PLANS (CONTINUED)

Substantially all employees of the participating companies may become eligible for these benefits if they reach normal retirement age while working for the Company, or retire early upon satisfying an alternate age plus service condition. Life insurance benefits are generally set at a fixed amount. The following table sets forth the change in other post-retirement benefit plans' obligations and assets, as well as the plans' funded status at December 31, 2002 (in 000's):

Change in benefit obligation:
Benefit obligation at beginning of year	$         45,515
Service cost	1,195
Interest cost	2,488
Actuarial (gain)	(7,586)
Benefits paid	(2,202)
Plan Amendments	(3,429)
Benefit obligation at end of year	$          35,981
Change in fair value of plan assets:
Fair value of plan assets at beginning of year	$       -
Employer contributions	2,202
Benefits paid	(2,202)
Fair value of plan assets at end of year	$                  -
Funded Status	$          (35,981)
Unrecognized net actuarial loss	12,477
Unrecognized prior service cost	(3,138)
Accrued benefit cost	$          (26,642)

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

8. RETIREMENT PLANS (CONTINUED)

The following table sets forth the components of the net periodic post-retirement benefit costs for the year ended December 31 (in 000's):

	2002
Components of net periodic benefit cost
Service cost	$       1,195
Interest cost	2,488
Amortization of prior service cost	(241)
Recognized net actuarial loss	933
Net periodic benefit cost	$ 4,375
The Company's share of net periodic benefit cost	$                  380

The Company's share of the benefit obligation for the years ended December 31, 2001 and 2000 was $29.2 million and $17.1 million, respectively.

The Company's share of the accrued benefit cost at December 31, 2001 and 2000 was $13.4 million and $12.1 million, respectively.

The Company's share of the net periodic benefit costs for the years ended December 31, 2001 and 2000 was $256,000 and $219,000 respectively.

In order to measure the post-retirement benefit obligation at December 31, 2002, the Company assumed a 12.0% annual rate of increase in the per capita cost of covered health care benefits. In addition, medical cost inflation is assumed to be 11% in 2003 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 post-retirement benefit obligation at December 31, 2002 by $4.3 million, and the aggregate of the service and interest cost components of net periodic post-retirement benefit expense for 2002 by $0.6 million. Conversely, decreasing assumed rates by one percentage point in each year would decrease the accumulated post-retirement benefit obligation at December 31, 2002 by $3.6 million, and the aggregate of the service and interest cost components of net periodic post-retirement benefit expense for 2002 by $0.5 million. The assumed weighted average discount rate used in determining the post-retirement benefit obligation was 6.75% for 2002, 7.00% for 2001 and 7.50% for 2000.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

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. 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 was as follows:

		2002		2001		2000
Federal income tax expense (benefit):
Current	$	(74,702)	$	(81,820)	$	(8,536)
Deferred		28,528		58,498		(53,145)
Total	$	(46,174)	$	(23,322)	$	(61,681)

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:

		2002		2001		2000
Expected federal income tax benefit	$	(22,423)	$	(13,435)	$	(21,455)
Low income housing credit		(6,138)		(6,138)		(5,805)
Additional tax benefit		(16,700)		(4,200)		(35,897)
Other		(913)		451		1,476
Federal income tax benefit	$	(46,174)	$	(23,322)	$	(61,681)

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, 2002 and 2001 were as follows:

	2002	2001
Deferred tax assets:
Actuarial liabilities	$ 54,928	$               92,323
Other	18,462	38,870
Total deferred tax assets	$ 73,390	$             131,193
Deferred tax liabilities:
Deferred policy acquisition costs	(104,199)	(181,647)
Investments, net	(73,927)	(48,710)
Total deferred tax liabilities	$ (178,126)	$           (230,357)
Net deferred tax liabilities	$ (104,736)	$             (99,164)

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, 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 1998 through 2000. 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.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

10. LIABILITY FOR UNPAID CLAIMS AND CLAIMS ADJUSTMENT EXPENSES

Activity in the liability for unpaid claims and claims adjustment expenses related to the Company's group life and group disability products is summarized below:

		2002	2001
Balance at January 1		$ 23,615	$          20,574
Less reinsurance recoverable		(6,078)	(5,067)
Net balance at January 1		17,537	15,507
Incurred related to:
	Current year	12,062	11,354
	Prior years	(1,946)	(786)
Total incurred		10,116	10,568
Paid losses related to:
	Current year	(6,660)	(5,446)
	Prior years	(3,320)	(3,092)
Total paid		(9,980)	(8,538)
Balance at December 31		24,294	23,615
Less reinsurance recoverable		(6,621)	(6,078)
Deconsolidation of SLNY		(17,673)	-
Net balance at December 31		$ -	$          17,537

The Company regularly updates its estimates of liabilities for unpaid claims and claims adjustment expenses as new information becomes available and further events occur which may impact the resolution of unsettled claims for its group disability lines of business. Changes in prior estimates are recorded in results of operations in the year such changes are determined to be needed. As a result of the merger of SLNY and KBL, the liabilities of SLNY, including all of the group liabilities for Company, are no longer consolidated with the liabilities of the Company.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

11. DEFERRED POLICY ACQUISITION COSTS

The following illustrates the changes to the DAC:

	2002	2001
Balance at January 1	$          765,716	$          761,988
Acquisition costs deferred	95,244	137,879
Amortized to expense during the year	(243,927)	(120,733)
Adjustment for unrealized investment gains (losses) during the year	(19,059)	(13,418)
Deconsolidation of SLNY	(12,159)	-
Balance at December 31	$         585,815	$          765,716

During 2002, DAC amortization was increased as a result of actual results and revised estimates of future gross profits. The change in the market value of separate accounts assets (approximately $57.0 million) and revised cash flow assumptions (approximately $39.0 million) were the major items affecting the change in gross profit assumptions.

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.

Management evaluates the results of the operating segments on an after-tax basis. The Company does not depend on one or a few customers, brokers or agents for a significant portion of its operations.

The Wealth Management segment markets and administers individual and group variable annuity products, individual and group fixed annuity products which include market value adjusted annuities, and other retirement benefit products. The Company began offering GICS 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, long-term disability and stop loss insurance to small and mid-size employers in the State of New York. As of December 31, 2002, as a result of the SLNY/KBL merger, the results of the Group Protection segment will no longer be consolidated with the Company.

The Corporate segment includes the unallocated capital of the Company, its debt financing, and items not otherwise attributable to the other segments.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

12. SEGMENT INFORMATION (CONTINUED)

The following amounts pertain to the various business segments. Prior years segmented results have been restated to include the results of the Company's investment advisor subsidiary, SCA, with the Wealth Management segment instead of the Corporate segment:

	Year ended December 31, 2002
	Wealth	Individual	Group
	Management	Protection	Protection	Corporate	Totals
Total Revenues	$ 584,408	$ 62,030	$ 20,181	$ 131,332	$ 797,951
Total Expenditures	696,458	61,445	15,630	88,485	862,018
Pretax Income (Loss)	(112,050)	585	4,551	42,847	(64,067)
Net Operating Income (Loss)	(71,691)	464	3,195	48,874	(19,158)
Total Assets	$ 16,659,420	$ 2,704,635	$ -	$ 641,518	$ 20,005,573
	Year ended December 31, 2001
Total Revenues	$     500,992	$            32,345	$ 19,407	$          78,562	$   631,306
Total Expenditures	530,671	28,383	15,930	101,637	676,621
Pretax Income (Loss)	(29,679)	3,962	3,477	(23,075)	(45,315)
Net Operating Income (Loss)	(11,093)	3,443	2,641	(12,873)	(17,882)
Total Assets	$20,286,398	$        1,685,589	$ 38,105	$        299,647	$  22,309,739
	Year ended December 31, 2000
Total Revenues	$     536,630	$          44,206	$  17,194	$          12,403	$   610,433
Total Expenditures	558,375	44,477	15,350	53,515	671,717
Pretax Income (Loss)	(21,745)	(271)	1,844	(41,112)	(61,284)
Net Operating Income (Loss)	(5,971)	(176)	1,199	7,442	2,494
Total Assets	$22,098,372	$        1,242,549	$    30,514	$         686,233	$ 24,057,668

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

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.

The Company's statutory surplus and net income (loss) were as follows:

	Year ended December 31,
	2002	2001	2000
Statutory surplus and capital	$    686,561	$     769,520	$   940,335
Statutory net loss	$ (131,012)	$   (137,139)	$        (236)

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 Delaware Commissioner of Insurance.

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), by $25.9 million as of January 1, 2001. This adjustment is due to $25.5 million of net deferred tax assets established as of January 1, 2001, offset by a decrease of $470,000 in the valuation of the Company's obligation for post-retirement benefits other than pensions on an NAIC basis as of January 1, 2001.

14. DIVIDEND RESTRICTIONS

The Company's and its insurance affiliate'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 SLNY. 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. The Company did not pay any dividends in 2002 and paid $15.0 million and $10.0 million of dividends to its parent, SLC (U.S.) Holdings, during 2001, and 2000, respectively.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

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 New York Superintendent of Insurance, 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 2002 or 2001. Dividends in the amount of $4.7 million were declared and paid during 2000 by the SLNY 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. Under insurance guaranty fund laws in each state, the District of Columbia and Puerto Rico, insurers licensed to do business can be assessed by state insurance guaranty associations for certain obligations of insolvent insurance companies to policyholders and claimants. Most of these laws do provide, however, that an assessment may be excused or deferred if it would threaten an insurer's solvency and further provide annual limits on such assessments. Part of the assessments paid by the Company pursuant to these laws may be 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 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 15 banks in the syndicate of lenders. 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 2003, the other in October 2007. As of December 31, 2002, no amounts have been borrowed.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

For the years ended December 31, 2002, 2001 and 2000

LEASE COMMITMENTS

The Company leases various facilities and equipment under operating leases with terms of up to 25 years. As of December 31, 2002, minimum future lease payments under such leases are as follows:

2003	241
2004	243
2005	250
2006	257
2007	264
Thereafter	202
Total	$  1,457

Total rental expense for the years ended December 31, 2002, 2001 and 2000 was $7.6 million, $6.9 million and $5.0 million, respectively.

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholder of Sun Life Assurance Company of Canada (U.S.)

Wellesley, Massachusetts

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, 2002 and 2001, and the related consolidated statements of income, comprehensive income, stockholder's equity, and cash flows for each of the three years in the period ended December 31, 2002. Our audits also included the financial statement schedules listed in the Index at Item 15. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with 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, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

As 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 21, 2003

Independent Auditors' Report

To the Participants in Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts and the Board of Directors of Sun Life Assurance Company of Canada (U.S.):

We have audited the accompanying statements of condition of Franklin Templeton VIP Mutual Shares Securities Sub-Account, Franklin Templeton VIP Value Securities Sub-Account, Franklin Templeton VIP International Securities Sub-Account, Lord Abbett Growth & Income Sub-Account, Lord Abbett Mid Cap Value Sub-Account, MFS/Sun Life Bond Sub-Account, MFS/Sun Life Capital Appreciation Sub-Account, MFS/Sun Life Capital Appreciation S Sub-Account, MFS/Sun Life Capital Opportunities S Sub-Account, MFS/Sun Life Capital Opportunities Sub-Account, MFS/Sun Life Emerging Growth Sub-Account, MFS/Sun Life Emerging Growth S Sub-Account, MFS/Sun Life Emerging Markets Equity S Sub-Account, MFS/Sun Life Emerging Markets Equity Sub-Account, MFS/Sun Life International Growth Sub-Account, MFS/Sun Life Global Asset Allocation S Sub-Account, MFS/Sun Life Global Asset Allocation Sub-Account, MFS/Sun Life Global Governments S Sub-Account, MFS/Sun Life Global Growth Sub-Account, MFS/Sun Life Global Growth S Sub-Account MFS/Sun Life Global Governments Sub-Account, MFS/Sun Life Government Securities Sub-Account, MFS/Sun Life Global Telecommunications S Sub-Account, MFS/Sun Life Global Total Return S Sub-Account, MFS/Sun Life Global Total Return Sub-Account, MFS/Sun Life Global Telecommunications Sub-Account, MFS/Sun Life High Yield Sub-Account, MFS/Sun Life International Growth S Sub-Account, MFS/Sun Life New Discovery S Sub-Account, MFS/Sun Life Massachusetts Investors Growth Stock S Sub-Account, MFS/Sun Life Mid Cap Growth S Sub-Account, MFS/Sun Life Mid Cap Growth Sub-Account, MFS/Sun Life Bond S Sub-Account, MFS/Sun Life High Yield S Sub-Account, MFS/Sun Life Utilities S Sub-Account, MFS/Sun Life Government Securities S Sub-Account, MFS/Sun Life Massachusetts Investors Trust S Sub-Account, MFS/Sun Life International Investors Trust S Sub-Account, MFS/Sun Life International Investors Trust Sub-Account, MFS/Sun Life Massachusetts Investors Growth Stock Sub-Account, MFS/Sun Life Massachusetts Investors Trust Sub-Account, MFS/Sun Life Money Market S Sub-Account, MFS/Sun Life Money Market Sub-Account, MFS/Sun Life Managed Sectors S Sub-Account, MFS/Sun Life Managed Sectors Sub-Account, MFS/Sun Life Value S Sub-Account, MFS/Sun Life Value Sub-Account, MFS/Sun Life New Discovery Sub-Account, MFS/Sun Life Research S Sub-Account, MFS/Sun Life Research Sub-Account, MFS/Sun Life Research Growth and Income S Sub-Account, MFS/Sun Life Research Growth and Income Sub-Account, MFS/Sun Life Research International S Sub-Account, MFS/Sun Life Research International Sub-Account, MFS/Sun Life Strategic Growth S Sub-Account, MFS/Sun Life Strategic Growth Sub-Account, MFS/Sun Life Strategic Income S Sub-Account, MFS/Sun Life Strategic Income Sub-Account, MFS/Sun Life Technology S Sub-Account, MFS/Sun Life Technology Sub-Account, MFS/Sun Life Total Return Sub-Account, MFS/Sun Total Return S Sub-Account, MFS/Sun Life Utilities Sub-Account, MFS/Sun Life Mid Cap Value S Sub-Account, MFS/Sun Life Strategic Value S Sub-Account, Oppenheimer Main St. Small Cap Growth Sub-Account, Oppenheimer Main St. Growth & Income Sub-Account, Oppenheimer Capital Appreciation Sub-Account, PIMCO VIT Real Return Bond Sub-Account, PIMCO VIT Total Return Bond Sub-Account, and Sun Capital Real Estate Sub-Account of Sun Life of Canada (U.S.) Variable Account F (the "Sub-Accounts") as of December 31, 2002, the related statements of operations for the year then ended and the statements of changes in net assets for each of the two years in the period then ended. 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, 2002 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 believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Sub-Accounts as of December 31, 2002 and the results of their operations for the year then ended and the changes in their net assets for each of the two years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

March 21, 2003

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Condition - December 31, 2002

Assets:
Investment in	Shares	Cost		Value
Franklin Templeton Variable Insurance Products Trust
Mutual Shares Securities Fund (FMS)	29,780	$	356,569	$	357,959
Templeton International Securities Fund (FTI)	111,464	1,058,766		1,049,989
Franklin Value Securities Fund (FVS)	22,053	207,753		211,927
Lord Abbett Series Fund, Inc.
Growth & Income Portfolio (LA1)	19,045	365,517		358,622
Mid-Cap Value (LA2)	20,504	284,210		284,181
MFS/Sun Life Series Trust:
Bond S Class (MF7)	3,119,520	35,182,386		36,841,535
Bond Series (BDS)	17,670,435	196,364,396		209,394,657
Capital Appreciation S Class (MFD)	1,523,118	26,077,494		20,470,703
Capital Appreciation Series (CAS)	41,596,847	1,285,782,700		560,725,499
Capital Opportunities S Class (CO1)	1,176,250	14,013,230		10,868,551
Capital Opportunities Series (COS)	26,813,596	530,788,734		248,562,031
Emerging Growth S Class (MFF)	930,871	12,634,419		9,746,218
Emerging Growth Series (EGS)	35,252,497	883,787,403		370,503,740
Emerging Markets Equity S Class (EM1)	241,057	2,180,083		2,036,932
Emerging Markets Equity Series (FCE)	3,550,164	35,013,644		30,105,387
Global Asset Allocation S Class (GA1)	177,315	1,970,721		1,874,220
Global Asset Allocation Series (GAA)	5,735,624	80,445,836		60,797,613
Global Governments S Class (GG1)	339,026	3,695,627		3,969,999
Global Governments Series (GGS)	5,508,812	58,905,598		64,728,545
Global Growth S Class (GG2)	470,062	4,147,658		3,713,489
Global Growth Series (GGR)	19,866,300	286,892,684		157,738,424
Global Telecommunications S Class (GT1)	160,078	485,864		372,982
Global Telecommunications Series (GTS)	594,396	2,393,503		1,390,888
Global Total Return S Class (GT2)	423,878	5,527,820		5,544,326
Global Total Return Series (GTR)	5,876,026	86,274,695		77,034,704
Government Securities S Class (MFK)	6,755,154	90,335,797		93,288,670
Government Securities Series (GSS)	53,696,421	698,531,229		743,695,427
High Yield S Class (MFC)	4,993,075	32,428,490		32,604,779
High Yield Series (HYS)	39,250,563	290,519,646		257,483,692
International Growth S Class (IG1)	1,254,874	11,252,135		10,428,002
International Growth Series (FCG)	10,476,879	116,657,057		87,272,404
International Investors Trust S Class (MI1)	237,150	2,281,287		2,198,379
International Investors Trust Series (MII)	5,220,234	64,107,894		48,443,772
Managed Sectors S Class (MS1)	170,192	2,666,223		2,241,427
Managed Sectors Series (MSS)	10,902,349	345,082,724		144,020,033
Massachusetts Investors Growth Stock S Class (M1B)	4,223,056	36,474,474		29,392,471
Massachusetts Investors Growth Stock Series (MIS)	58,998,726	793,640,014		411,221,117
Massachusetts Investors Trust S Class (MFL)	2,236,971	55,221,869		46,842,173
Massachusetts Investors Trust Series (MIT)	48,931,420	1,657,211,388		1,028,049,127
Mid Cap Growth S Class (MC1)	3,819,778	19,761,369		14,018,585
Mid Cap Growth Series (MCS)	10,873,817	68,835,823		39,906,909
Mid Cap Value S Class (MCV)	88,720	705,069		703,547
Money Market S Class (MM1)	52,742,601	52,742,601		52,742,601
Money Market Series (MMS)	581,957,305	581,957,305		581,957,305
New Discovery S Class (M1A)	1,832,089	21,713,793		17,111,716
New Discovery Series (NWD)	15,179,678	224,168,076		142,385,383
Research S Class (RE1)	642,410	8,690,410		7,124,327
Research Series (RES)	39,695,955	825,671,850		442,212,938
Research Growth and Income S Class (RG1)	647,580	7,507,977		6,404,569
Research Growth and Income Series (RGS)	6,226,849	82,024,000		61,770,347
Research International S Class (RI1)	639,469	6,166,228		5,755,219
Research International Series (RSS)	6,841,858	82,883,790		61,781,978
Strategic Growth S Class (SG1)	889,197	6,068,173		4,997,289
Strategic Growth Series (SGS)	6,784,359	64,407,688		38,195,939
Strategic Income S Class (SI1)	1,255,328	12,524,241		12,904,773
Strategic Income Series (SIS)	5,452,007	54,508,470		56,210,197
Strategic Value S Class (SVS)	135,709	1,089,756		1,072,102

See notes to financial statements.

- 2 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Condition - December 31, 2002 - continued

Investment in
MFS/Sun Life Series Trust - continued	Shares	Cost		Value
Technology S Class (TE1)	538,493	$	2,178,832	$	1,507,781
Technology Series (TEC)	4,974,330		29,002,970	14,027,609
Total Return S Class (MFJ)	7,616,972		130,260,358	120,729,010
Total Return Series (TRS)	90,003,100		1,691,774,026	1,431,049,257
Utilities S Class (MFE)	1,009,862		11,107,521	9,331,126
Utilities Series (UTS)	22,721,822		387,513,838	210,858,505
Value S Class (MV1)	4,215,492		52,031,839	46,412,571
Value Series (MVS)	23,641,000		304,324,837	261,233,052
Oppenheimer Variable Account Funds
Capital Appreciation Fund (OCA)	6,729		180,011	178,514
Main St. Growth and Income (OMG)	11,845		184,971	180,752
Main St. Small Cap Growth Fund (OMS)	16,583		157,190	154,060
PIMCO Variable Insurance Trust
Real Return Bond Portfolio (PRR)	42,944		498,666	511,033
Total Return Bond Portfolio (PTR)	146,133		1,488,329	1,494,944
Sun Capital Advisers Trust
Sun Capital Real Estate Fund (SC3)	24,681		287,201	273,956
		$	12,483,664,745	$	8,461,062,488
Liability:
Payable to Sponsor				(2,491,586		)
Net Assets				$	8,458,570,902

Net Assets Applicable to Contract Owners:	Applicable to Owners of					Reserve for
	Deferred Variable Annuity Contracts					Variable
	Units		Value			Annuities		Total
MFS Consolidated Regatta Contracts:
Franklin Templeton Variable Insurance Products Trust
FMS		35,337	$	357,959	$		-	$	357,959
FTI		109,241	1,049,989				-		1,049,989
FVS		20,281	211,927				-		211,927
Lord Abbett Series Fund, Inc.
LA1		33,508	358,622				-		358,622
LA2		26,664	284,181				-		284,181
MFS/Sun Life Series Trust:
BDS		16,672,091	208,744,678				550,435		209,295,113
CAS		53,276,821	557,305,635				2,993,088		560,298,723
CO1		1,659,796	10,825,561				42,680		10,868,241
COS		36,579,889	248,229,061				301,650		248,530,711
EGS		50,696,788	369,614,662				823,356		370,438,018
EM1		204,949	2,036,932				-		2,036,932
FCE		3,685,145	29,937,981				138,651		30,076,632
FCG		11,708,342	87,133,782				127,113		87,260,895
GA1		210,153	1,874,220				-		1,874,220
GAA		4,636,581	60,359,017				395,293		60,754,310
GG1		344,004	3,955,950				13,945		3,969,895
GG2		468,329	3,713,489				-		3,713,489
GGR		13,695,036	157,184,892				537,866		157,722,758
GGS		4,610,834	64,500,757				208,811		64,709,568
GSS		50,577,174	741,861,716				1,858,553		743,720,269
GT1		66,336	372,982				-		372,982
GT2		575,530	5,544,326				-		5,544,326
GTR		5,490,465	76,607,689				379,658		76,987,347
GTS		555,343	1,390,888				-		1,390,888
HYS		20,985,015	256,423,330				870,503		257,293,833
IG1		1,265,240	10,426,683				1,270		10,427,953
M1A		2,530,871	17,084,957				26,516		17,111,473
M1B		4,230,272	29,392,471				-		29,392,471
MC1		2,772,461	14,009,338				9,143		14,018,481

See notes to financial statements.

- 3 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Condition - December 31, 2002 - continued

	Applicable to Owners of					Reserve for
	Deferred Variable Annuity Contracts					Variable
	Units		Value			Annuities			Total
MFS/Sun Life Series Trust - continued
MCS		10,939,748		$	39,852,323		$	54,142		$	39,906,465
MCV		86,168		703,547				-			703,547
MF7		3,399,082		36,828,051				13,384			36,841,435
MFC		3,266,770		32,595,032				9,684			32,604,716
MFD		3,163,343		20,457,935				12,599			20,470,534
MFE		1,391,497		9,313,477				17,526			9,331,003
MFF		1,550,123		9,745,241				941			9,746,182
MFJ		13,048,289		120,678,503				50,130			120,728,633
MFK		8,558,119		93,261,962				26,509			93,288,471
MFL		6,235,850		46,839,279				2,786			46,842,065
MI1		253,434		2,198,379				-			2,198,379
MII		4,845,066		48,340,906				82,110			48,423,016
MIS		65,830,913		410,598,093				622,188			411,220,281
MIT		93,484,847		1,024,231,285				3,621,136			1,027,852,421
MM1		5,279,063		52,630,742				118,205			52,748,947
MMS		47,957,226		578,794,451				2,776,559			581,571,010
MS1		320,127		2,241,427				-			2,241,427
MSS		14,253,338		143,616,226				354,861			143,971,087
MV1		5,567,204		46,388,105				24,284			46,412,389
MVS		25,236,732		260,843,056				400,085			261,243,141
NWD		18,934,627		142,173,306				221,853			142,395,159
RE1		998,378		7,113,370				10,875			7,124,245
RES		40,346,263		440,226,760				1,848,387			442,075,147
RG1		836,210		6,404,569				-			6,404,569
RGS		7,794,225		61,672,325				113,185			61,785,510
RI1		688,316		5,755,219				-			5,755,219
RSS		8,305,636		61,757,531				62,394			61,819,925
SG1		729,461		4,997,289				-			4,997,289
SGS		8,056,046		38,149,608				43,453			38,193,061
SI1		1,211,192		12,894,543				10,163			12,904,706
SIS		5,060,468		56,065,465				147,675			56,213,140
SVS		131,129		1,072,102				-			1,072,102
TE1		292,860		1,507,781				-			1,507,781
TEC		5,811,547		14,011,854				15,080			14,026,934
TRS		86,032,615		1,423,669,699				6,601,385			1,430,271,084
UTS		22,902,575		210,330,776				483,642			210,814,418
Oppenheimer Variable Account Fund
OCA		16,503		178,514				-			178,514
OMG		17,855		180,752				-			180,752
OMS		15,242		154,060				-			154,060
PIMCO Variable Insurance Trust
PRR		48,547		511,033				-			511,033
PTR		144,063		1,494,943				-			1,494,943
Sun Capital Advisers Trust
SC3		27,198		273,956				-			273,956
				$	8,431,547,150		$	27,023,752		$	8,458,570,902

See notes to financial statements.

- 4 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Operations - Year Ended December 31, 2002

	FMS			FTI					FVS							LA1				LA2
	Sub-Account(b)			Sub-Account(b)						Sub-Account(b)					Sub-Account(b)						Sub-Account(b)
Income and Expenses:
Dividend income	$	-		$		-			$			-				$	1,805			$		894
Mortality and expense risk charges		(511	)			(1,213	)					(335	)				(583		)			(261		)
Distribution and administrative expense charges		(61	)			(146	)					(41	)				(70		)			(31		)
Net investment income (loss)	$	(572	)	$		(1,359	)		$			(376	)			$	1,152			$		602
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	218		$		53			$			194				$	93			$		24
Realized gain distributions		-				-						-					40					-
Net realized gains (losses)	$	218		$		53			$			194				$	133			$		24
Net unrealized appreciation (depreciation) on investments:
End of year	$	1,390		$		(8,777	)		$			4,174				$	(6,895		)	$		(29		)
Beginning of year		-				-						-					-					-
Change in unrealized appreciation (depreciation)	$	1,390		$		(8,777	)		$			4,174				$	(6,895		)	$		(29		)
Realized and unrealized gains (losses)	$	1,608		$		(8,724	)		$			4,368				$	(6,762		)	$		(5		)
Increase (Decrease) in net assets from operations	$	1,036		$		(10,083	)		$			3,992				$	(5,610		)	$		597
	BDS			CAS						CO1					COS						EGS
	Sub-Account			Sub-Account						Sub-Account					Sub-Account						Sub-Account
Income and Expenses:
Dividend income	$	6,750,259		$	1,339,103					$	5,723				$			306,500			$	-
Mortality and expense risk charges		(2,371,898	)		(9,388,497			)			(137,370			)				(4,557,237	)			(6,684,734	)
Distribution and administrative expense charges		(284,628	)		(1,126,620			)			(16,484			)				(546,868	)			(802,169	)
Net investment income (loss)	$	4,093,733		$	(9,176,014			)		$	(148,131			)	$			(4,797,605	)		$	(7,486,903	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	2,605,564		$	(382,909,764			)		$	(371,827			)	$			(108,712,383	)		$	(171,071,995	)
Realized gain distributions		1,049,023			-						-							-				-
Net realized gains (losses)	$	3,654,587		$	(382,909,764			)		$	(371,827			)	$			(108,712,383	)		$	(171,071,995	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	13,030,261		$	(725,057,201			)		$	(3,144,679			)	$			(282,226,703	)		$	(513,283,663	)
Beginning of year		5,799,672			(785,519,636			)			428,718							(252,637,713	)			(444,623,841	)
Change in unrealized appreciation (depreciation)	$	7,230,589		$	60,462,435					$	(3,573,397			)	$			(29,588,990	)		$	(68,659,822	)
Realized and unrealized gains (losses)	$	10,885,176		$	(322,447,329			)		$	(3,945,224			)	$			(138,301,373	)		$	(239,731,817	)
Increase (Decrease) in net assets from operations	$	14,978,909		$	(331,623,343			)		$	(4,093,355			)	$			(143,098,978	)		$	(247,218,720	)

(b) For the period August 05, 2002 (commencement of operations) through December 31, 2002.

See notes to financial statements.

- 5 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Operations - Year Ended December 31, 2002 - continued

	EM1			FCE				FCG								GA1				GAA
	Sub-Account			Sub-Account					Sub-Account						Sub-Account					Sub-Account
Income and Expenses:
Dividend income	$	20,437		$	440,065			$				572,569				$	38,365			$	2,498,892
Mortality and expense risk charges		(24,510	)		(457,697	)						(1,315,228	)				(17,542		)		(891,739		)
Distribution and administrative expense charges		(2,941	)		(54,924	)						(157,827	)				(2,105		)		(107,009		)
Net investment income (loss)	$	(7,014	)	$	(72,556	)		$				(900,486	)			$	18,718			$	1,500,144
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(114,030	)	$	(1,409,605	)		$				(8,001,430	)			$	(16,733		)	$	(6,888,095		)
Realized gain distributions		-			-							-					-				-
Net realized gains (losses)	$	(114,030	)	$	(1,409,605	)		$				(8,001,430	)			$	(16,733		)	$	(6,888,095		)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(143,151	)	$	(4,908,257	)		$				(29,384,653	)			$	(96,501		)	$	(19,648,223		)
Beginning of year		22,077			(4,199,144	)						(23,976,161	)				10,282				(18,511,417		)
Change in unrealized appreciation (depreciation)	$	(165,228	)	$	(709,113	)		$				(5,408,492	)			$	(106,783		)	$	(1,136,806		)
Realized and unrealized gains (losses)	$	(279,258	)	$	(2,118,718	)		$				(13,409,922	)			$	(123,516		)	$	(8,024,901		)
Increase (Decrease) in net assets from operations	$	(286,272	)	$	(2,191,274	)		$				(14,310,408	)			$	(104,798		)	$	(6,524,757		)
	GG1			GG2						GGR					GGS					GSS
	Sub-Account			Sub-Account						Sub-Account					Sub-Account					Sub-Account
Income and Expenses:
Dividend income	$	-		$	6,616					$	568,605				$			-		$	29,541,821
Mortality and expense risk charges		(24,302	)		(35,680		)				(2,548,801			)				(620,013	)		(8,266,544	)
Distribution and administrative expense charges		(2,916	)		(4,282		)				(305,856			)				(74,402	)		(991,985	)
Net investment income (loss)	$	(27,218	)	$	(33,346		)			$	(2,286,052			)	$			(694,415	)	$	20,283,292
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	75,289		$	(96,558		)			$	(56,684,239			)	$			96,097		$	4,528,114
Realized gain distributions		-			-						-							-			-
Net realized gains (losses)	$	75,289		$	(96,558		)			$	(56,684,239			)	$			96,097		$	4,528,114
Net unrealized appreciation (depreciation) on investments:
End of year	$	274,372		$	(434,169		)			$	(129,154,260			)	$			5,822,947		$	45,164,198
Beginning of year		(4,940	)		36,251						(140,388,530			)				(3,418,046	)		17,946,429
Change in unrealized appreciation (depreciation)	$	279,312		$	(470,420		)			$	11,234,270				$			9,240,993		$	27,217,769
Realized and unrealized gains (losses)	$	354,601		$	(566,978		)			$	(45,449,969			)	$			9,337,090		$	31,745,883
Increase (Decrease) in net assets from operations	$	327,383		$	(600,324		)			$	(47,736,021			)	$			8,642,675		$	52,029,175

See notes to financial statements.

- 6 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Operations - Year Ended December 31, 2002 - continued

	GT1			GT2				GTR							GTS				HYS
	Sub-Account			Sub-Account					Sub-Account					Sub-Account						Sub-Account
Income and Expenses:
Dividend income	$	-		$	62,956			$			1,537,162				$	-			$		27,938,295
Mortality and expense risk charges		(4,370	)		(49,511	)					(997,996	)				(25,214		)			(3,428,412		)
Distribution and administrative expense charges		(525	)		(5,941	)					(119,760	)				(3,026		)			(411,409		)
Net investment income (loss)	$	(4,895	)	$	7,504			$			419,406				$	(28,240		)	$		24,098,474
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(25,215	)	$	(30,105	)		$			(2,777,769	)			$	(1,077,797		)	$		(33,156,854		)
Realized gain distributions		-			-						-					-					-
Net realized gains (losses)	$	(25,215	)	$	(30,105	)		$			(2,777,769	)			$	(1,077,797		)	$		(33,156,854		)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(112,882	)	$	16,506			$			(9,239,991	)			$	(1,002,615		)	$		(33,035,954		)
Beginning of year		17,418			12,982						(10,839,592	)				(927,110		)			(44,853,159		)
Change in unrealized appreciation (depreciation)	$	(130,300	)	$	3,524			$			1,599,601				$	(75,505		)	$		11,817,205
Realized and unrealized gains (losses)	$	(155,515	)	$	(26,581	)		$			(1,178,168	)			$	(1,153,302		)	$		(21,339,649		)
Increase (Decrease) in net assets from operations	$	(160,410	)	$	(19,077	)		$			(758,762	)			$	(1,181,542		)	$		2,758,825
	IG1			M1A					M1B					MC1						MCS
	Sub-Account			Sub-Account					Sub-Account					Sub-Account						Sub-Account
Income and Expenses:
Dividend income	$	57,711		$	-				$	29,935				$			-			$	-
Mortality and expense risk charges		(122,841	)		(194,475		)			(335,134			)				(163,966	)			(689,105	)
Distribution and administrative expense charges		(14,741	)		(23,337		)			(40,216			)				(19,676	)			(82,692	)
Net investment income (loss)	$	(79,871	)	$	(217,812		)		$	(345,415			)	$			(183,642	)		$	(771,797	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	1,032,560		$	(731,683		)		$	(798,785			)	$			(1,705,465	)		$	(21,346,885	)
Realized gain distributions		-			-					-							-				-
Net realized gains (losses)	$	1,032,560		$	(731,683		)		$	(798,785			)	$			(1,705,465	)		$	(21,346,885	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(824,133	)	$	(4,602,077		)		$	(7,082,003			)	$			(5,742,784	)		$	(28,928,914	)
Beginning of year		93,985			763,760					575,726							469,217				(12,006,258	)
Change in unrealized appreciation (depreciation)	$	(918,118	)	$	(5,365,837		)		$	(7,657,729			)	$			(6,212,001	)		$	(16,922,656	)
Realized and unrealized gains (losses)	$	114,442		$	(6,097,520		)		$	(8,456,514			)	$			(7,917,466	)		$	(38,269,541	)
Increase (Decrease) in net assets from operations	$	34,571		$	(6,315,332		)		$	(8,801,929			)	$			(8,101,108	)		$	(39,041,338	)

See notes to financial statements.

- 7 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Operations - Year Ended December 31, 2002 - continued

	MCV			MF7				MFC							MFD				MFE
	Sub-Account (c)			Sub-Account					Sub-Account					Sub-Account						Sub-Account
Income and Expenses:
Dividend income	$	-		$	859,864			$			1,851,970				$	26,450			$		308,054
Mortality and expense risk charges		(2,780	)		(332,015	)					(258,678	)				(238,305		)			(109,407		)
Distribution and administrative expense charges		(334	)		(39,842	)					(31,042	)				(28,597		)			(13,129		)
Net investment income (loss)	$	(3,114	)	$	488,007			$			1,562,250				$	(240,452		)	$		185,518
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(1,361	)	$	(36,842	)		$			(1,000,412	)			$	(802,353		)	$		(765,472		)
Realized gain distributions		-			134,159						-					-					-
Net realized gains (losses)	$	(1,361	)	$	97,317			$			(1,000,412	)			$	(802,353		)	$		(765,472		)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(1,522	)	$	1,659,149			$			176,289				$	(5,606,791		)	$		(1,776,395		)
Beginning of year		-			(5,827	)					104,223					505,361					(27,434		)
Change in unrealized appreciation (depreciation)	$	(1,522	)	$	1,664,976			$			72,066				$	(6,112,152		)	$		(1,748,961		)
Realized and unrealized gains (losses)	$	(2,883	)	$	1,762,293			$			(928,346	)			$	(6,914,505		)	$		(2,514,433		)
Increase (Decrease) in net assets from operations	$	(5,997	)	$	2,250,300			$			633,904				$	(7,154,957		)	$		(2,328,915		)
	MFF			MFJ					MFK					MFL						MI1
	Sub-Account			Sub-Account					Sub-Account					Sub-Account						Sub-Account
Income and Expenses:
Dividend income	$	-		$	2,415,989				$	2,252,653				$			351,392			$	17,086
Mortality and expense risk charges		(121,550	)		(1,131,851		)			(765,032			)				(500,475	)			(25,229	)
Distribution and administrative expense charges		(14,586	)		(135,822		)			(91,804			)				(60,057	)			(3,027	)
Net investment income (loss)	$	(136,136	)	$	1,148,316				$	1,395,817				$			(209,140	)		$	(11,170	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(652,171	)	$	(766,622		)		$	(9,501			)	$			(751,300	)		$	158,321
Realized gain distributions		-			2,506,019					-							-				-
Net realized gains (losses)	$	(652,171	)	$	1,739,397				$	(9,501			)	$			(751,300	)		$	158,321
Net unrealized appreciation (depreciation) on investments:
End of year	$	(2,888,201	)	$	(9,531,348		)		$	2,952,873				$			(8,379,696	)		$	(82,908	)
Beginning of year		279,763			782,663					(143,144			)				491,228				4,445
Change in unrealized appreciation (depreciation)	$	(3,167,964	)	$	(10,314,011		)		$	3,096,017				$			(8,870,924	)		$	(87,353	)
Realized and unrealized gains (losses)	$	(3,820,135	)	$	(8,574,614		)		$	3,086,516				$			(9,622,224	)		$	70,968
Increase (Decrease) in net assets from operations	$	(3,956,271	)	$	(7,426,298		)		$	4,482,333				$			(9,831,364	)		$	59,798

(c) For the period May 01, 2002 (commencement of operations) through December 31, 2002.

See notes to financial statements.

- 8 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Operations - Year Ended December 31, 2002 - continued

	MII			MIS				MIT						MM1				MMS
	Sub-Account			Sub-Account				Sub-Account					Sub-Account					Sub-Account
Income and Expenses:
Dividend income	$	447,192		$	815,066			$		13,778,202				$	421,420			$	7,784,560
Mortality and expense risk charges		(696,380	)		(7,097,809	)				(16,659,168	)				(568,533		)		(7,761,178		)
Distribution and administrative expense charges		(83,566	)		(851,737	)				(1,999,100	)				(68,224		)		(931,341		)
Net investment income (loss)	$	(332,754	)	$	(7,134,480	)		$		(4,880,066	)			$	(215,337		)	$	(907,959		)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(5,788,484	)	$	(119,932,703	)		$		(149,023,111	)			$	-			$	-
Realized gain distributions		-			-					-					-				-
Net realized gains (losses)	$	(5,788,484	)	$	(119,932,703	)		$		(149,023,111	)			$	-			$	-
Net unrealized appreciation (depreciation) on investments:
End of year	$	(15,664,122	)	$	(382,418,897	)		$		(629,162,261	)			$	-			$	-
Beginning of year		(17,374,873	)		(310,487,444	)				(435,764,972	)				-				-
Change in unrealized appreciation (depreciation)	$	1,710,751		$	(71,931,453	)		$		(193,397,289	)			$	-			$	-
Realized and unrealized gains (losses)	$	(4,077,733	)	$	(191,864,156	)		$		(342,420,400	)			$	-			$	-
Increase (Decrease) in net assets from operations	$	(4,410,487	)	$	(198,998,636	)		$		(347,300,466	)			$	(215,337		)	$	(907,959		)
	MS1			MSS				MV1					MVS					NWD
	Sub-Account			Sub-Account				Sub-Account					Sub-Account					Sub-Account
Income and Expenses:
Dividend income	$	-		$	-			$	276,248				$			2,408,288		$	-
Mortality and expense risk charges		(24,601	)		(2,414,896		)		(503,976			)				(3,747,085	)		(2,424,056	)
Distribution and administrative expense charges		(2,952	)		(289,787		)		(60,477			)				(449,650	)		(290,887	)
Net investment income (loss)	$	(27,553	)	$	(2,704,683		)	$	(288,205			)	$			(1,788,447	)	$	(2,714,943	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(84,808	)	$	(74,284,868		)	$	(445,012			)	$			(7,695,407	)	$	(30,404,508	)
Realized gain distributions		-			-				-							-			-
Net realized gains (losses)	$	(84,808	)	$	(74,284,868		)	$	(445,012			)	$			(7,695,407	)	$	(30,404,508	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(424,796	)	$	(201,062,691		)	$	(5,619,268			)	$			(43,091,785	)	$	(81,782,693	)
Beginning of year		44,756			(213,870,768		)		606,318							(1,796,719	)		(31,457,775	)
Change in unrealized appreciation (depreciation)	$	(469,552	)	$	12,808,077			$	(6,225,586			)	$			(41,295,066	)	$	(50,324,918	)
Realized and unrealized gains (losses)	$	(554,360	)	$	(61,476,791		)	$	(6,670,598			)	$			(48,990,473	)	$	(80,729,426	)
Increase (Decrease) in net assets from operations	$	(581,913	)	$	(64,181,474		)	$	(6,958,803			)	$			(50,778,920	)	$	(83,444,369	)

See notes to financial statements.

- 9 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Operations - Year Ended December 31, 2002 - continued

	RE1			RES			RG1				RGS				RI1
	Sub-Account			Sub-Account			Sub-Account			Sub-Account					Sub-Account
Income and Expenses:
Dividend income	$	23,472		$	2,552,835		$	36,281			$	543,570			$		12,445
Mortality and expense risk charges		(81,483	)		(7,510,078	)		(73,411	)			(981,107		)			(59,613	)
Distribution and administrative expense charges		(9,778	)		(901,209	)		(8,809	)			(117,733		)			(7,154	)
Net investment income (loss)	$	(67,789	)	$	(5,858,452	)	$	(45,939	)		$	(555,270		)	$		(54,322	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(254,138	)	$	(108,793,269	)	$	(230,597	)		$	(7,741,158		)	$		58,965
Realized gain distributions		-			-			-				-					-
Net realized gains (losses)	$	(254,138	)	$	(108,793,269	)	$	(230,597	)		$	(7,741,158		)	$		58,965
Net unrealized appreciation (depreciation) on investments:
End of year	$	(1,566,083	)	$	(383,458,912	)	$	(1,103,408	)		$	(20,253,653		)	$		(411,009	)
Beginning of year		130,966			(306,794,969	)		115,329				(8,193,525		)			45,160
Change in unrealized appreciation (depreciation)	$	(1,697,049	)	$	(76,663,943	)	$	(1,218,737	)		$	(12,060,128		)	$		(456,169	)
Realized and unrealized gains (losses)	$	(1,951,187	)	$	(185,457,212	)	$	(1,449,334	)		$	(19,801,286		)	$		(397,204	)
Increase (Decrease) in net assets from operations	$	(2,018,976	)	$	(191,315,664	)	$	(1,495,273	)		$	(20,356,556		)	$		(451,526	)
	RSS			SG1			SGS			SI1					SIS
	Sub-Account			Sub-Account			Sub-Account			Sub-Account					Sub-Account
Income and Expenses:
Dividend income	$	185,639		$	-		$	-		$			315,155		$	2,307,204
Mortality and expense risk charges		(936,348	)		(55,145	)		(669,776	)				(109,983	)		(672,433		)
Distribution and administrative expense charges		(112,362	)		(6,617	)		(80,373	)				(13,198	)		(80,692		)
Net investment income (loss)	$	(863,071	)	$	(61,762	)	$	(750,149	)	$			191,974		$	1,554,079
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(7,463,512	)	$	(185,417	)	$	(20,806,722	)	$			(6,301	)	$	(136,444		)
Realized gain distributions		-			-			-					-			-
Net realized gains (losses)	$	(7,463,512	)	$	(185,417	)	$	(20,806,722	)	$			(6,301	)	$	(136,444		)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(21,101,812	)	$	(1,070,884	)	$	(26,211,749	)	$			380,532		$	1,701,727
Beginning of year		(19,506,007	)		133,618			(26,083,609	)				6,560			28,351
Change in unrealized appreciation (depreciation)	$	(1,595,805	)	$	(1,204,502	)	$	(128,140	)	$			373,972		$	1,673,376
Realized and unrealized gains (losses)	$	(9,059,317	)	$	(1,389,919	)	$	(20,934,862	)	$			367,671		$	1,536,932
Increase (Decrease) in net assets from operations	$	(9,922,388	)	$	(1,451,681	)	$	(21,685,011	)	$			559,645		$	3,091,011

See notes to financial statements.

- 10 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Operations - Year Ended December 31, 2002 - continued

	SVS			TE1				TEC					TRS				UTS
	Sub-Account			Sub-Account				Sub-Account					Sub-Account				Sub-Account
Income and Expenses:
Dividend income	$	-		$	-			$		-			$	51,682,538			$	10,756,481
Mortality and expense risk charges		(4,371	)		(21,664	)				(276,789	)			(19,845,715		)		(3,532,061		)
Distribution and administrative expense charges		(525	)		(2,600	)				(33,215	)			(2,381,486		)		(423,847		)
Net investment income (loss)	$	(4,896	)	$	(24,264	)		$		(310,004	)		$	29,455,337			$	6,800,573
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(14,385	)	$	(581,207	)		$		(15,007,510	)		$	(53,109,598		)	$	(81,991,651		)
Realized gain distributions		-			-					-				53,369,285				-
Net realized gains (losses)	$	(14,385	)	$	(581,207	)		$		(15,007,510	)		$	259,687			$	(81,991,651		)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(17,654	)	$	(671,051	)		$		(14,975,361	)		$	(260,724,769		)	$	(176,655,333		)
Beginning of year		-			69,805					(15,260,406	)			(109,762,974		)		(155,955,543		)
Change in unrealized appreciation (depreciation)	$	(17,654	)	$	(740,856	)		$		285,045			$	(150,961,795		)	$	(20,699,790		)
Realized and unrealized gains (losses)	$	(32,039	)	$	(1,322,063	)		$		(14,722,465	)		$	(150,702,108		)	$	(102,691,441		)
Increase (Decrease) in net assets from operations	$	(36,935	)	$	(1,346,327	)		$		(15,032,469	)		$	(121,246,771		)	$	(95,890,868		)
	OCA			OMG				OMS					PRR				PTR
	Sub-Account			Sub-Account				Sub-Account					Sub-Account				Sub-Account
Income and Expenses:
Dividend income	$	-		$	-			$	-				$		1,777		$	5,532
Mortality and expense risk charges		(412	)		(354		)		(278			)			(860	)		(2,113	)
Distribution and administrative expense charges		(50	)		(42		)		(34			)			(103	)		(254	)
Net investment income (loss)	$	(462	)	$	(396		)	$	(312			)	$		814		$	3,165
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	36		$	(18		)	$	3				$		109		$	38
Realized gain distributions		-			-				-						788			12,215
Net realized gains (losses)	$	36		$	(18		)	$	3				$		897		$	12,253
Net unrealized appreciation (depreciation) on investments:
End of year	$	(1,497	)	$	(4,219		)	$	(3,130			)	$		12,367		$	6,615
Beginning of year		-			-				-						-			-
Change in unrealized appreciation (depreciation)	$	(1,497	)	$	(4,219		)	$	(3,130			)	$		12,367		$	6,615
Realized and unrealized gains (losses)	$	(1,461	)	$	(4,237		)	$	(3,127			)	$		13,264		$	18,868
Increase (Decrease) in net assets from operations	$	(1,923	)	$	(4,633		)	$	(3,439			)	$		14,078		$	22,033

See notes to financial statements.

- 11 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Operations - Year Ended December 31, 2002 - continued

	SC3
	Sub-Account
Income and Expenses:
Dividend income	$	9,897
Mortality and expense risk charges		(438	)
Distribution and administrative expense charges		(53	)
Net investment income (loss)	$	9,406
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(8	)
Realized gain distributions		10,631
Net realized gains (losses)	$	10,623
Net unrealized appreciation (depreciation) on investments:
End of year	$	(13,245	)
Beginning of year		-
Change in unrealized appreciation (depreciation)	$	(13,245	)
Realized and unrealized gains (losses)	$	(2,622	)
Increase (Decrease) in net assets from operations	$	6,784

See notes to financial statements.

- 12 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets

	FMS			FTI			FVS			LA1			LA2
	Sub-Account			Sub-Account			Sub-Account			Sub-Account			Sub-Account
	Period Ended			Period Ended			Period Ended			Period Ended			Period Ended
	December 31,			December 31,			December 31,			December 31,			December 31,
	2002 (b)			2002 (b)			2002 (b)			2002 (b)			2002 (b)
Operations:
Net investment income (loss)	$	(572	)	$	(1,359	)	$	(376	)	$	1,152		$	602
Net realized gains (losses)		218			53			194			133			24
Net unrealized gains (losses)		1,390			(8,777	)		4,174			(6,895	)		(29	)
Increase (Decrease) in net assets from operations	$	1,036		$	(10,083	)	$	3,992		$	(5,610	)	$	597
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	273,329		$	403,127		$	143,641		$	276,744		$	260,168
Net transfers between Sub-Accounts and Fixed Account		83,594			657,800			64,445			87,905			23,567
Withdrawals, surrenders, annuitizations and contract charges		-			(855	)		(151	)		(417	)		(151	)
Net accumulation activity	$	356,923		$	1,060,072		$	207,935		$	364,232		$	283,584
Annuitization Activity:
Annuitizations	$	-		$	-		$	-		$	-		$	-
Annuity payments and contract charges		-			-			-			-			-
Net Transfers between Sub-Accounts		-			-			-			-			-
Adjustments to annuity reserves		-			-			-			-			-
Net annuitization activity	$	-		$	-		$	-		$	-		$	-
Increase (Decrease) in net assets from contract owner transactions	$	356,923		$	1,060,072		$	207,935		$	364,232		$	283,584
Increase (Decrease) in net assets	$	357,959		$	1,049,989		$	211,927		$	358,622		$	284,181
Net Assets:
Beginning of year	$	-		$	-		$	-		$	-		$	-
End of year	$	357,959		$	1,049,989		$	211,927		$	358,622		$	284,181
Units Transactions:
Beginning of year		-			-			-			-			-
Purchase		27,010			41,692			14,088			25,450			24,477
Transferred between Sub-Accounts and Fixed Accumulation Account		8,327			67,637			6,207			8,096			2,201
Withdrawn, Surrendered and Annuitized		-			(88	)		(14	)		(38	)		(14	)
End of year		35,337			109,241			20,281			33,508			26,664

(b) For the period August 5, 2002 (commencement of operations) through December 31, 2002.

See notes to financial statements

- 13 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	BDS						CAS						CO1
	Sub-Account						Sub-Account						Sub-Account
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Period Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2002			2001			2002			2001			2002			2001 (a)
Operations:
Net investment income (loss)	$	4,093,733		$	2,277,102		$	(9,176,014	)	$	(12,778,919	)	$	(148,131)		$	(16,090	)
Net realized gains (losses)		3,654,587			1,881,580			(382,909,764	)		300,129,955			(371,827)			(9,646	)
Net unrealized gains (losses)		7,230,589			2,483,769			60,462,435			(713,894,051	)		(3,573,397)			428,718
Increase (Decrease) in net assets from operations	$	14,978,909		$	6,642,451		$	(331,623,343	)	$	(426,543,015	)	$	(4,093,355)		$	402,982
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	1,564,689		$	21,602,569		$	7,984,994		$	49,483,582		$	5,596,537		$	4,762,819
Net transfers between Sub-Accounts and Fixed Account		49,409,135			81,026,874			(57,513,980	)		43,697,162			3,224,381			1,580,207
Withdrawals, surrenders, annuitizations and contract charges		(25,678,851	)		(15,999,370	)		(120,030,608	)		(167,306,131	)		(636,251	)		(17,256	)
Net accumulation activity	$	25,294,973		$	86,630,073		$	(169,559,594	)	$	(74,125,387	)	$	8,184,667		$	6,325,770
Annuitization Activity:
Annuitizations	$	-		$	164,649		$	153,993		$	787,719		$	53,623		$	-
Annuity payments and contract charges		(82,823	)		(34,804	)		(747,430	)		(1,428,760	)		(5,136	)		-
Net transfers between Sub-Accounts		-			-			-			-			-			-
Adjustments to annuity reserves		(34,509	)		(2,727	)		81,414			(199,438	)		(310	)		-
Net annuitization activity	$	(117,332	)	$	127,118		$	(512,023	)	$	(840,479	)	$	48,177		$	-
Increase (Decrease) in net assets from contract owner transactions	$	25,177,641		$	86,757,191		$	(170,071,617	)	$	(74,965,866	)	$	8,232,844		$	6,325,770
Increase (Decrease) in net assets	$	40,156,550		$	93,399,642		$	(501,694,960	)	$	(501,508,881	)	$	4,139,489		$	6,728,752
Net Assets:
Beginning of year	$	169,138,563		$	75,738,921		$	1,061,993,683		$	1,563,502,564		$	6,728,752		$	-
End of year	$	209,295,113		$	169,138,563		$	560,298,723		$	1,061,993,683		$	10,868,241		$	6,728,752
Units Transactions:
Beginning of year		14,562,283			6,882,376			64,553,284			60,852,212			707,598			-
Purchase		130,651			1,983,536			942,516			6,160,711			669,166			533,188
Transferred between Sub-Accounts and Fixed Accumulation Account		4,129,823			7,104,168			(4,262,327	)		5,198,633			384,672			176,982
Withdrawn, Surrendered and Annuitized		(2,150,666	)		(1,407,797	)		(7,956,652	)		(7,658,272	)		(101,640	)		(2,572	)
End of year		16,672,091			14,562,283			53,276,821			64,553,284			1,659,796			707,598

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

See notes to financial statements

- 14 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	COS						EGS						EM1
	Sub-Accounts						Sub-Accounts						Sub-Accounts
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Period End
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2002			2001			2002			2001			2002			2001 (a)
Operations:
Net investment income (loss)	$	(4,797,605	)	$	(8,342,542	)	$	(7,486,903	)	$	(12,862,147	)	$	(7,014	)	$	(672	)
Net realized gains (losses)		(108,712,383	)		70,666,441			(171,071,995	)		155,218,178			(114,030	)		381
Net unrealized gains (losses)		(29,588,990	)		(253,104,530	)		(68,659,822	)		(613,045,438	)		(165,228	)		22,077
Increase (Decrease) in net assets from operations	$	(143,098,978	)	$	(190,780,631	)	$	(247,218,720	)	$	(470,689,407	)	$	(286,272	)	$	21,786
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	3,474,022		$	63,680,946		$	4,533,694		$	51,612,787		$	1,264,490		$	277,227
Net transfers between Sub-Accounts and Fixed Account		(66,309,026	)		(5,451,267	)		(81,392,865	)		(27,891,645	)		761,872			80,026
Withdrawals, surrenders, annuitizations and contract charges		(39,720,495	)		(51,682,839	)		(68,678,141	)		(84,256,673	)		(80,774	)		(1,423	)
Net accumulation activity	$	(102,555,499	)	$	6,546,840		$	(145,537,312	)	$	(60,535,531	)	$	1,945,588		$	355,830
Annuitization Activity:
Annuitizations	$	-		$	227,183		$	45,741		$	478,068		$	-		$	-
Annuity payments and contract charges		(117,999	)		(215,224	)		(327,463	)		(473,538	)		-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-
Adjustments to annuity reserves		1,680			(180,402	)		(3,632	)		(309,532	)		-			-
Net annuitization activity	$	(116,319	)	$	(168,443	)	$	(285,354	)	$	(305,002	)	$	-		$	-
Increase (Decrease) in net assets from contract owner transactions	$	(102,671,818	)	$	6,378,397		$	(145,822,666	)	$	(60,840,533	)	$	1,945,588		$	355,830
Increase (Decrease) in net assets	$	(245,770,796	)	$	(184,402,234	)	$	(393,041,386	)	$	(531,529,940	)	$	1,659,316		$	377,616
Net Assets:
Beginning of year	$	494,301,507		$	678,703,741		$	763,479,404		$	1,295,009,344		$	377,616		$	-
End of year	$	248,530,711		$	494,301,507		$	370,438,018		$	763,479,404		$	2,036,932		$	377,616
Units Transactions:
Beginning of year		49,296,039			43,724,458			65,948,379			61,880,135			36,622			-
Purchase		468,094			7,793,885			629,726			7,300,234			114,419			28,514
Transferred between Sub-Accounts and Fixed Accumulation Account		(8,863,967	)		1,822,678			(9,243,938	)		2,175,012			61,923			8,274
Withdrawn, Surrendered and Annuitized		(4,320,277	)		(4,044,982	)		(6,637,379	)		(5,407,002	)		(8,015	)		(166	)
End of year		36,579,889			49,296,039			50,696,788			65,948,379			204,949			36,622

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

See notes to financial statements

- 15 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	FCE						FCG						GA1
	Sub-Account						Sub-Account						Sub-Account
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Period End
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2002			2001			2002			2001			2002			2001 (a)
Operations:
Net investment income (loss)	$	(72,556	)	$	(488,990	)	$	(900,486	)	$	(882,986	)	$	18,718		$	(878	)
Net realized gains (losses)		(1,409,605	)		(2,521,212	)		(8,001,430	)		2,248,595			(16,733	)		(245	)
Net unrealized gains (losses)		(709,113	)		1,665,038			(5,408,492	)		(23,843,213	)		(106,783	)		10,282
Increase (Decrease) in net assets from operations	$	(2,191,274	)	$	(1,345,164	)	$	(14,310,408	)	$	(22,477,604	)	$	(104,798	)	$	9,159
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	336,047		$	3,247,277		$	1,325,782		$	14,779,339		$	1,050,377		$	365,610
Net transfers between Sub-Accounts and Fixed Account		4,848,897			(2,616,209	)		(5,950,235	)		17,818,382			556,629			127,818
Withdrawals, surrenders, annuitizations and contract charges		(4,844,186	)		(3,503,652	)		(10,712,751	)		(9,324,452	)		(129,174	)		(1,401	)
Net accumulation activity	$	340,758		$	(2,872,584	)	$	(15,337,204	)	$	23,273,269		$	1,477,832		$	492,027
Annuitization Activity:
Annuitizations	$	-		$	32,295		$	7,928		$	69,817		$	-		$	-
Annuity payments and contract charges		(15,279	)		(15,787	)		(21,548	)		(22,866	)		-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-
Adjustments to annuity reserves		(21,052	)		(85,031	)		(4,563	)		3,793			-			-
Net annuitization activity	$	(36,331	)	$	(68,523	)	$	(18,183	)	$	50,744		$	-		$	-
Increase (Decrease) in net assets from contract owner transactions	$	304,427		$	(2,941,107	)	$	(15,355,387	)	$	23,324,013		$	1,477,832		$	492,027
Increase (Decrease) in net assets	$	(1,886,847	)	$	(4,286,271	)	$	(29,665,795	)	$	846,409		$	1,373,034		$	501,186
Net Assets:
Beginning of year	$	31,963,479		$	36,249,750		$	116,926,690		$	116,080,281		$	501,186		$	-
End of year	$	30,076,632		$	31,963,479		$	87,260,895		$	116,926,690		$	1,874,220		$	501,186
Units Transactions:
Beginning of year		3,800,561			4,136,671			13,618,628			10,704,387			51,398			-
Purchase		37,755			397,540			171,778			1,742,164			111,138			38,223
Transferred between Sub-Accounts and Fixed Accumulation Account		403,000			(311,285	)		(759,280	)		2,182,554			61,335			13,320
Withdrawn, Surrendered and Annuitized		(556,171	)		(422,365	)		(1,322,784	)		(1,010,477	)		(13,718	)		(145	)
End of year		3,685,145			3,800,561			11,708,342			13,618,628			210,153			51,398

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

See notes to financial statements

- 16 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	GAA						GG1						GG2
	Sub-Account						Sub-Account						Sub-Account
	Year Ended			Year Ended			Year Ended			Period End			Year Ended			Period End
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2002			2001			2002			2001 (a)			2002			2001 (a)
Operations:
Net investment income (loss)	$	1,500,144		$	3,483,476		$	(27,218	)	$	(386	)	$	(33,346	)	$	(3,713	)
Net realized gains (losses)		(6,888,095	)		6,222,020			75,289			6			(96,558	)		5,560
Net unrealized gains (losses)		(1,136,806	)		(20,927,104	)		279,312			(4,940	)		(470,420	)		36,251
Increase (Decrease) in net assets from operations	$	(6,524,757	)	$	(11,221,608	)	$	327,383		$	(5,320	)	$	(600,324	)	$	38,098
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	669,302		$	2,245,118		$	2,025,641		$	118,021		$	1,579,033		$	1,090,338
Net transfers between Sub-Accounts and Fixed Account		(6,033,872	)		(6,122,870	)		1,631,290			55,079			1,559,952			234,365
Withdrawals, surrenders, annuitizations and contract charges		(11,822,887	)		(12,385,431	)		(193,294	)		(1,687	)		(182,302	)		(5,671	)
Net accumulation activity	$	(17,187,457	)	$	(16,263,183	)	$	3,463,637		$	171,413		$	2,956,683		$	1,319,032
Annuitization Activity:
Annuitizations	$	108,915		$	64,460		$	14,540		$	-		$	-		$	-
Annuity payments and contract charges		(122,309	)		(142,822	)		(1,654	)		-			-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-
Adjustments to annuity reserves		(25,069	)		6,590			(104	)		-			-			-
Net annuitization activity	$	(38,463	)	$	(71,772	)	$	12,782		$	-		$	-		$	-
Increase (Decrease) in net assets from contract owner transactions	$	(17,225,920	)	$	(16,334,955	)	$	3,476,419		$	171,413		$	2,956,683		$	1,319,032
Increase (Decrease) in net assets	$	(23,750,677	)	$	(27,556,563	)	$	3,803,802		$	166,093		$	2,356,359		$	1,357,130
Net Assets:
Beginning of year	$	84,504,987		$	112,061,550		$	166,093		$	-		$	1,357,130		$	-
End of year	$	60,754,310		$	84,504,987		$	3,969,895		$	166,093		$	3,713,489		$	1,357,130
Units Transactions:
Beginning of year		5,837,945			6,729,316			17,109			-			140,349			-
Purchase		61,866			217,079			194,946			11,772			175,879			115,733
Transferred between Sub-Accounts and Fixed Accumulation Account		(441,120	)		(297,027	)		149,769			5,531			175,009			25,224
Withdrawn, Surrendered and Annuitized		(822,110	)		(811,423	)		(17,820	)		(194	)		(22,908	)		(608	)
End of year		4,636,581			5,837,945			344,004			17,109			468,329			140,349

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

See notes to financial statements

- 17 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	GGR						GGS								GSS
	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,
	2002			2001				2002			2001			2002				2001
Operations:
Net investment income (loss)	$	(2,286,052	)	$	(2,169,924	)		$	(694,415	)	$	(704,141	)	$		20,283,292		$	21,132,259
Net realized gains (losses)		(56,684,239	)		92,727,026				96,097			(1,057,832	)			4,528,114			4,046,946
Net unrealized gains (losses)		11,234,270			(170,242,925	)			9,240,993			14,006				27,217,769			3,763,939
Increase (Decrease) in net assets from operations	$	(47,736,021	)	$	(79,685,823	)		$	8,642,675		$	(1,747,967	)	$		52,029,175		$	28,943,144
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	2,197,195		$	11,795,697			$	837,429		$	2,973,311		$		19,413,929		$	68,003,893
Net transfers between Sub-Accounts and Fixed Account		(27,098,041	)		(18,114,536	)			20,849,237			(2,898,351	)			189,926,837			81,931,003
Withdrawals, surrenders, annuitizations and contract charges		(30,247,996	)		(39,996,781	)			(10,404,311	)		(8,291,944	)			(112,973,131	)		(66,588,445	)
Net accumulation activity	$	(55,148,842	)	$	(46,315,620	)		$	11,282,355		$	(8,216,984	)	$		96,367,635		$	83,346,451
Annuitization Activity:
Annuitizations	$	6,939		$	131,880			$	13,422		$	57,248		$		141,946		$	444,447
Annuity payments and contract charges		(136,935	)		(241,458	)			(78,834	)		(175,299	)			(660,933	)		(596,840	)
Net transfers between Sub-Accounts		-			-				-			-				-			-
Adjustments to annuity reserves		(13,486	)		(12,393	)			(32,096	)		(129,104	)			(69,314	)		107,348
Net annuitization activity	$	(143,482	)	$	(121,971	)		$	(97,508	)	$	(247,155	)	$		(588,301	)	$	(45,045	)
Increase (Decrease) in net assets from contract owner transactions	$	(55,292,324	)	$	(46,437,591	)		$	11,184,847		$	(8,464,139	)	$		95,779,334		$	83,301,406
Increase (Decrease) in net assets	$	(103,028,345	)	$	(126,123,414	)		$	19,827,522		$	(10,212,106	)	$		147,808,509		$	112,244,550
Net Assets:
Beginning of year	$	260,751,103		$	386,874,517			$	44,882,046		$	55,094,152		$		595,911,760		$	483,667,210
End of year	$	157,722,758		$	260,751,103			$	64,709,568		$	44,882,046		$		743,720,269		$	595,911,760
Units Transactions:
Beginning of year		17,723,668			19,042,715				3,647,399			4,205,253				43,557,072			34,436,408
Purchase		234,808			1,332,446				70,005			284,386				1,601,821			6,198,376
Transferred between Sub-Accounts and Fixed Accumulation Account		(2,282,798	)		(516,326	)			1,677,469			(216,162	)			12,927,838			7,481,539
Withdrawn, Surrendered and Annuitized		(1,980,642	)		(2,135,167	)			(784,039	)		(626,078	)			(7,509,557	)		(4,559,251	)
End of year		13,695,036			17,723,668				4,610,834			3,647,399				50,577,174			43,557,072

See notes to financial statements

- 18 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	GT1						GT2						GTR
	Sub-Account						Sub-Account						Sub-Account
	Year Ended			Period End			Year Ended			Period End			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2002			2001 (a)			2002			2001 (a)			2002			2001
Operations:
Net investment income (loss)	$	(4,895	)	$	(470	)	$	7,504		$	(2,641	)	$	419,406		$	2,484,126
Net realized gains (losses)		(25,215	)		181			(30,105	)		(233	)		(2,777,769	)		5,232,287
Net unrealized gains (losses)		(130,300	)		17,418			3,524			12,982			1,599,601			(15,002,474	)
Increase (Decrease) in net assets from operations	$	(160,410	)	$	17,129		$	(19,077	)	$	10,108		$	(758,762	)	$	(7,286,061	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	222,175		$	212,751		$	2,288,946		$	1,131,071		$	923,510		$	3,685,853
Net transfers between Sub-Accounts and Fixed Account		82,773			5,898			1,869,065			332,274			4,646,419			(425,868	)
Withdrawals, surrenders, annuitizations and contract charges		(6,571	)		(763	)		(67,406	)		(655	)		(11,905,476	)		(8,948,404	)
Net accumulation activity	$	298,377		$	217,886		$	4,090,605		$	1,462,690		$	(6,335,547	)	$	(5,688,419	)
Annuitization Activity:
Annuitizations	$	-		$	-		$	-		$	-		$	22,199		$	20,585
Annuity payments and contract charges		-			-			-			-			(72,879	)		(72,608	)
Net transfers between Sub-Accounts		-			-			-			-			-			-
Adjustments to annuity reserves		-			-			-			-			(39,313	)		(15,084	)
Net annuitization activity	$	-		$	-		$	-		$	-		$	(89,993	)	$	(67,107	)
Increase (Decrease) in net assets from contract owner transactions	$	298,377		$	217,886		$	4,090,605		$	1,462,690		$	(6,425,540	)	$	(5,755,526	)
Increase (Decrease) in net assets	$	137,967		$	235,015		$	4,071,528		$	1,472,798		$	(7,184,302	)	$	(13,041,587	)
Net Assets:
Beginning of year	$	235,015		$	-		$	1,472,798		$	-		$	84,171,649		$	97,213,236
End of year	$	372,982		$	235,015		$	5,544,326		$	1,472,798		$	76,987,347		$	84,171,649
Units Transactions:
Beginning of year		24,957			-			151,199			-			5,780,805			5,859,411
Purchase		33,670			24,434			240,584			116,859			78,902			365,101
Transferred between Sub-Accounts and Fixed Accumulation Account		12,857			610			194,806			34,406			432,986			114,156
Withdrawn, Surrendered and Annuitized		(5,148	)		(87	)		(11,059	)		(66	)		(802,228	)		(557,863	)
End of year		66,336			24,957			575,530			151,199			5,490,465			5,780,805

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

See notes to financial statements

- 19 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	GTS							HYS						IG1
	Sub-Account							Sub-Account						Sub-Account
	Year Ended			Period End				Year Ended			Year Ended			Year Ended			Period End
	December 31,			December 31,				December 31,			December 31,			December 31,			December 31,
	2002			2001				2002			2001			2002			2001 (a)
Operations:
Net investment income (loss)	$	(28,240	)		$	(37,645	)	$	24,098,474		$	24,591,094		$	(79,871	)	$	(7,197	)
Net realized gains (losses)		(1,077,797	)			(1,126,221	)		(33,156,854	)		(20,611,540	)		1,032,560			8,289
Net unrealized gains (losses)		(75,505	)			(645,673	)		11,817,205			(4,446,806	)		(918,118	)		93,985
Increase (Decrease) in net assets from operations	$	(1,181,542	)		$	(1,809,539	)	$	2,758,825		$	(467,252	)	$	34,571		$	95,077
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	54,175			$	1,165,042		$	2,612,480		$	25,313,847		$	4,527,332		$	2,115,028
Net transfers between Sub-Accounts and Fixed Account		(40,601	)			2,302,209			(10,818,426	)		36,097,676			4,848,362			905,065
Withdrawals, surrenders, annuitizations and contract charges		(218,548	)			(279,960	)		(38,199,666	)		(38,386,294	)		(2,087,732	)		(11,130	)
Net accumulation activity	$	(204,974	)		$	3,187,291		$	(46,405,612	)	$	23,025,229		$	7,287,962		$	3,008,963
Annuitization Activity:
Annuitizations	$	-			$	-		$	168,718		$	348,049		$	1,534		$	-
Annuity payments and contract charges		-				-			(287,181	)		(347,667	)		(105	)		-
Net transfers between Sub-Accounts		-				-			-			-			-			-
Adjustments to annuity reserves		-				-			(36,001	)		(32,276	)		(49	)		-
Net annuitization activity	$	-			$	-		$	(154,464	)	$	(31,894	)	$	1,380		$	-
Increase (Decrease) in net assets from contract owner transactions	$	(204,974	)		$	3,187,291		$	(46,560,076	)	$	22,993,335		$	7,289,342		$	3,008,963
Increase (Decrease) in net assets	$	(1,386,516	)		$	1,377,752		$	(43,801,251	)	$	22,526,083		$	7,323,913		$	3,104,040
Net Assets:
Beginning of year	$	2,777,404			$	1,399,652		$	301,095,084		$	278,569,001		$	3,104,040		$	-
End of year	$	1,390,888			$	2,777,404		$	257,293,833		$	301,095,084		$	10,427,953		$	3,104,040
Units Transactions:
Beginning of year		662,983				192,652			24,640,912			21,080,519			326,874			-
Purchase		17,643				194,248			248,178			2,599,677			501,152			229,953
Transferred between Sub-Accounts and Fixed Accumulation Account		(47,757	)			340,601			(987,124	)		3,663,203			670,533			98,206
Withdrawn, Surrendered and Annuitized		(77,526	)			(64,518	)		(2,916,951	)		(2,702,487	)		(233,319	)		(1,285	)
End of year		555,343				662,983			20,985,015			24,640,912			1,265,240			326,874

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

See notes to financial statements

- 20 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	M1A						M1B						MC1
	Sub-Account						Sub-Account						Sub-Account
	Year Ended			Period End			Year Ended			Period End			Year Ended			Period End
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2002			2001 (a)			2002			2001 (a)			2002			2001 (a)
Operations:
Net investment income (loss)	$	(217,812	)	$	(15,700	)	$	(345,415	)	$	(29,540	)	$	(183,642	)	$	(15,181	)
Net realized gains (losses)		(731,683	)		(6,631	)		(798,785	)		(4,965	)		(1,705,465	)		(2,497	)
Net unrealized gains (losses)		(5,365,837	)		763,760			(7,657,729	)		575,726			(6,212,001	)		469,217
Increase (Decrease) in net assets from operations	$	(6,315,332	)	$	741,429		$	(8,801,929	)	$	541,221		$	(8,101,108	)	$	451,539
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	9,269,451		$	5,422,456		$	15,870,561		$	10,459,061		$	9,276,606		$	5,080,329
Net transfers between Sub-Accounts and Fixed Account		7,331,325			1,516,318			9,667,852			2,911,664			6,572,293			1,460,830
Withdrawals, surrenders, annuitizations and contract charges		(870,069	)		(16,001	)		(1,208,871	)		(47,088	)		(718,323	)		(14,922	)
Net accumulation activity	$	15,730,707		$	6,922,773		$	24,329,542		$	13,323,637		$	15,130,576		$	6,526,237
Annuitization Activity:
Annuitizations	$	35,680		$	-		$	-		$	-		$	12,591		$	-
Annuity payments and contract charges		(3,542	)		-			-			-			(1,249	)		-
Net transfers between Sub-Accounts		-			-			-			-			-			-
Adjustments to annuity reserves		(242	)		-			-			-			(105	)		-
Net annuitization activity	$	31,896		$	-		$	-		$	-		$	11,237		$	-
Increase (Decrease) in net assets from contract owner transactions	$	15,762,603		$	6,922,773		$	24,329,542		$	13,323,637		$	15,141,813		$	6,526,237
Increase (Decrease) in net assets	$	9,447,271		$	7,664,202		$	15,527,613		$	13,864,858		$	7,040,705		$	6,977,776
Net Assets:
Beginning of year	$	7,664,202		$	-		$	13,864,858		$	-		$	6,977,776		$	-
End of year	$	17,111,473		$	7,664,202		$	29,392,471		$	13,864,858		$	14,018,481		$	6,977,776
Units Transactions:
Beginning of year		744,162			-			1,419,642			-			723,935			-
Purchase		1,038,386			583,286			1,821,934			1,116,248			1,243,210			563,457
Transferred between Sub-Accounts and Fixed Accumulation Account		867,033			162,646			1,153,027			309,368			939,270			162,126
Withdrawn, Surrendered and Annuitized		(118,710	)		(1,770	)		(164,331	)		(5,974	)		(133,954	)		(1,648	)
End of year		2,530,871			744,162			4,230,272			1,419,642			2,772,461			723,935

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

See notes to financial statements

- 21 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	MCS						MCV			MF7
	Sub-Account			Sub-Account			Sub-Account			Sub-Account
	Year Ended			Year Ended			Period Ended			Year Ended			Period End
	December 31,			December 31,			December 31,			December 31,			December 31,
	2002			2001			2002 (c)			2002			2001 (a)
Operations:
Net investment income (loss)	$	(771,797	)	$	(810,794	)	$	(3,114	)	$	488,007		$	(21,736	)
Net realized gains (losses)		(21,346,885	)		(5,583,340	)		(1,361	)		97,317			2,485
Net unrealized gains (losses)		(16,922,656	)		(10,809,262	)		(1,522	)		1,664,976			(5,827	)
Increase (Decrease) in net assets from operations	$	(39,041,338	)	$	(17,203,396	)	$	(5,997	)	$	2,250,300		$	(25,078	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	577,381		$	19,252,187		$	320,249		$	14,086,132		$	8,391,627
Net transfers between Sub-Accounts and Fixed Account		8,776,726			51,511,542			394,325			12,078,989			2,139,891
Withdrawals, surrenders, annuitizations and contract charges		(5,828,964	)		(4,541,036	)		(5,030	)		(2,051,922	)		(40,951	)
Net accumulation activity	$	3,525,143		$	66,222,693		$	709,544		$	24,113,199		$	10,490,567
Annuitization Activity:
Annuitizations	$	4,156		$	55,031		$	-		$	14,159		$	-
Annuity payments and contract charges		(6,171	)		(1,822	)		-			(1,612	)		-
Net transfers between Sub-Accounts		-			-			-			-			-
Adjustments to annuity reserves		(1,302	)		858			-			(100	)		-
Net annuitization activity	$	(3,317	)	$	54,067		$	-		$	12,447		$	-
Increase (Decrease) in net assets from contract owner transactions	$	3,521,826		$	66,276,760		$	709,544		$	24,125,646		$	10,490,567
Increase (Decrease) in net assets	$	(35,519,512	)	$	49,073,364		$	703,547		$	26,375,946		$	10,465,489
Net Assets:
Beginning of year	$	75,425,977		$	26,352,613		$	-		$	10,465,489		$	-
End of year	$	39,906,465		$	75,425,977		$	703,547		$	36,841,435		$	10,465,489
Units Transactions:
Beginning of year		10,773,649			2,851,533			-			1,039,445			-
Purchase		115,995			2,347,222			39,705			1,390,968			834,296
Transferred between Sub-Accounts and Fixed Accumulation Account		1,306,324			6,188,835			47,078			1,174,965			211,901
Withdrawn, Surrendered and Annuitized		(1,256,220	)		(613,941	)		(615	)		(206,296	)		(6,752	)
End of year		10,939,748			10,773,649			86,168			3,399,082			1,039,445

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

(c) For the period May 01, 2002 (commencement of operations) through December 31, 2002.

See notes to financial statements

- 22 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	MFC						MFD						MFE
	Sub-Account						Sub-Account						Sub-Account
	Year Ended			Period End			Year Ended			Period End			Year Ended			Period End
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2002			2001 (a)			2002			2001 (a)			2002			2001 (a)
Operations:
Net investment income (loss)	$	1,562,250		$	(17,247	)	$	(240,452	)	$	(23,645	)	$	185,518		$	(12,654	)
Net realized gains (losses)		(1,000,412	)		5,466			(802,353	)		(1,327	)		(765,472	)		(5,691	)
Net unrealized gains (losses)		72,066			104,223			(6,112,152	)		505,361			(1,748,961	)		(27,434	)
Increase (Decrease) in net assets from operations	$	633,904		$	92,442		$	(7,154,957	)	$	480,389		$	(2,328,915	)	$	(45,779	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	13,016,093		$	5,291,548		$	9,979,560		$	7,920,862		$	3,856,688		$	3,911,698
Net transfers between Sub-Accounts and Fixed Account		12,022,299			2,943,090			7,054,616			3,111,617			2,841,058			1,548,081
Withdrawals, surrenders, annuitizations and contract charges		(1,357,205	)		(46,593	)		(870,610	)		(66,008	)		(455,394	)		(13,912	)
Net accumulation activity	$	23,681,187		$	8,188,045		$	16,163,566		$	10,966,471		$	6,242,352		$	5,445,867
Annuitization Activity:
Annuitizations	$	9,671		$	-		$	16,904		$	-		$	19,227		$	-
Annuity payments and contract charges		(470	)		-			(1,669	)		-			(1,626	)		-
Net transfers between Sub-Accounts		-			-			-			-			-			-
Adjustments to annuity reserves		(63	)		-			(170	)		-			(123	)		-
Net annuitization activity	$	9,138		$	-		$	15,065		$	-		$	17,478		$	-
Increase (Decrease) in net assets from contract owner transactions	$	23,690,325		$	8,188,045		$	16,178,631		$	10,966,471		$	6,259,830		$	5,445,867
Increase (Decrease) in net assets	$	24,324,229		$	8,280,487		$	9,023,674		$	11,446,860		$	3,930,915		$	5,400,088
Net Assets:
Beginning of year	$	8,280,487		$	-		$	11,446,860		$	-		$	5,400,088		$	-
End of year	$	32,604,716		$	8,280,487		$	20,470,534		$	11,446,860		$	9,331,003		$	5,400,088
Units Transactions:
Beginning of year		838,150			-			1,178,384			-			605,177			-
Purchase		1,321,172			541,269			1,195,273			860,728			494,247			433,053
Transferred between Sub-Accounts and Fixed Accumulation Account		1,246,987			301,734			914,462			325,336			359,375			173,796
Withdrawn, Surrendered and Annuitized		(139,539	)		(4,853	)		(124,776	)		(7,680	)		(67,302	)		(1,672	)
End of year		3,266,770			838,150			3,163,343			1,178,384			1,391,497			605,177

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

See notes to financial statements

- 23 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	MFF						MFJ						MFK
	Sub-Account						Sub-Account						Sub-Account
	Year Ended			Period End			Year Ended			Period End			Year Ended			Period End
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2002			2001 (a)			2002			2001 (a)			2002			2001 (a)
Operations:
Net investment income (loss)	$	(136,136	)	$	(10,929	)	$	1,148,316		$	(65,275	)	$	1,395,817		$	(56,822	)
Net realized gains (losses)		(652,171	)		(1,123	)		1,739,397			(9,727	)		(9,501	)		4,476
Net unrealized gains (losses)		(3,167,964	)		279,763			(10,314,011	)		782,663			3,096,017			(143,144	)
Increase (Decrease) in net assets from operations	$	(3,956,271	)	$	267,711		$	(7,426,298	)	$	707,661		$	4,482,333		$	(195,490	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	6,120,600		$	3,936,656		$	59,652,592		$	22,840,059		$	32,428,415		$	22,105,464
Net transfers between Sub-Accounts and Fixed Account		3,111,019			920,802			42,745,374			6,927,475			36,864,681			2,013,815
Withdrawals, surrenders, annuitizations and contract charges		(643,652	)		(12,073	)		(4,649,697	)		(120,919	)		(4,331,047	)		(104,814	)
Net accumulation activity	$	8,587,967		$	4,845,385		$	97,748,269		$	29,646,615		$	64,962,049		$	24,014,465
Annuitization Activity:
Annuitizations	$	1,514		$	-		$	59,472		$	-		$	28,565		$	-
Annuity payments and contract charges		(87	)		-			(6,709	)		-			(3,252	)		-
Net transfers between Sub-Accounts		-			-			-			-			-			-
Adjustments to annuity reserves		(37	)		-			(377	)		-			(199	)		-
Net annuitization activity	$	1,390		$	-		$	52,386		$	-		$	25,114		$	-
Increase (Decrease) in net assets from contract owner transactions	$	8,589,357		$	4,845,385		$	97,800,655		$	29,646,615		$	64,987,163		$	24,014,465
Increase (Decrease) in net assets	$	4,633,086		$	5,113,096		$	90,374,357		$	30,354,276		$	69,469,496		$	23,818,975
Net Assets:
Beginning of year	$	5,113,096		$	-		$	30,354,276		$	-		$	23,818,975		$	-
End of year	$	9,746,182		$	5,113,096		$	120,728,633		$	30,354,276		$	93,288,471		$	23,818,975
Units Transactions:
Beginning of year		526,836			-			3,047,596			-			2,355,604			-
Purchase		736,254			427,885			6,122,165			2,353,498			3,198,551			2,170,001
Transferred between Sub-Accounts and Fixed Accumulation Account		380,778			100,322			4,426,034			710,260			3,497,333			196,430
Withdrawn, Surrendered and Annuitized		(93,745	)		(1,371	)		(547,506	)		(16,162	)		(493,369	)		(10,827	)
End of year		1,550,123			526,836			13,048,289			3,047,596			8,558,119			2,355,604

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

See notes to financial statements

- 24 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	MFL						MI1						MII
	Sub-Account						Sub-Account						Sub-Account
	Year Ended			Period End			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2002			2001 (a)			2002			2001 (a)			2002			2001
Operations:
Net investment income (loss)	$	(209,140	)	$	(43,338	)	$	(11,170	)	$	(1,204	)	$	(332,754	)	$	455,191
Net realized gains (losses)		(751,300	)		(4,160	)		158,321			1,655			(5,788,484	)		4,462,907
Net unrealized gains (losses)		(8,870,924	)		491,228			(87,353	)		4,445			1,710,751			(17,523,716	)
Increase (Decrease) in net assets from operations	$	(9,831,364	)	$	443,730		$	59,798		$	4,896		$	(4,410,487	)	$	(12,605,618	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	21,868,525		$	13,956,914		$	1,096,678		$	411,528		$	421,727		$	3,631,371
Net transfers between Sub-Accounts and Fixed Account		17,725,359			4,583,160			666,775			6,166			(1,131,388	)		(1,920,625	)
Withdrawals, surrenders, annuitizations and contract charges		(1,865,378	)		(42,414	)		(47,221	)		(241	)		(7,941,573	)		(7,297,037	)
Net accumulation activity	$	37,728,506		$	18,497,660		$	1,716,232		$	417,453		$	(8,651,234	)	$	(5,586,291	)
Annuitization Activity:
Annuitizations	$	3,883		$	-		$	-		$	-		$	-		$	3,600
Annuity payments and contract charges		(242	)		-			-			-			(29,483	)		(26,064	)
Net transfers between Sub-Accounts		-			-			-			-			-			-
Adjustments to annuity reserves		(108	)		-			-			-			(12,135	)		5,673
Net annuitization activity	$	3,533		$	-		$	-		$	-		$	(41,618	)	$	(16,791	)
Increase (Decrease) in net assets from contract owner transactions	$	37,732,039		$	18,497,660		$	1,716,232		$	417,453		$	(8,692,852	)	$	(5,603,082	)
Increase (Decrease) in net assets	$	27,900,675		$	18,941,390		$	1,776,030		$	422,349		$	(13,103,339	)	$	(18,208,700	)
Net Assets:
Beginning of year	$	18,941,390		$	-		$	422,349		$	-		$	61,526,355		$	79,735,055
End of year	$	46,842,065		$	18,941,390		$	2,198,379		$	422,349		$	48,423,016		$	61,526,355
Units Transactions:
Beginning of year		1,960,395			-			45,114			-			5,653,736			5,941,691
Purchase		2,467,270			1,483,159			117,862			44,414			40,036			400,258
Transferred between Sub-Accounts and Fixed Accumulation Account		2,059,574			482,689			95,885			749			(114,421	)		(86,482	)
Withdrawn, Surrendered and Annuitized		(251,389	)		(5,453	)		(5,427	)		(49	)		(734,285	)		(601,731	)
End of year		6,235,850			1,960,395			253,434			45,114			4,845,066			5,653,736

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

See notes to financial statements

- 25 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	MIS						MIT						MM1
	Sub-Account						Sub-Account						Sub-Account
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Period End
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2002			2001			2002			2001			2002			2001 (a)
Operations:
Net investment income (loss)	$	(7,134,480	)	$	(10,560,506	)	$	(4,880,066	)	$	(11,131,153	)	$	(215,337	)	$	11,373
Net realized gains (losses)		(119,932,703	)		57,468,214			(149,023,111	)		150,337,332			-			-
Net unrealized gains (losses)		(71,931,453	)		(306,123,669	)		(193,397,289	)		(504,032,324	)		-			-
Increase (Decrease) in net assets from operations	$	(198,998,636	)	$	(259,215,961	)	$	(347,300,466	)	$	(364,826,145	)	$	(215,337	)	$	11,373
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	5,247,825		$	93,725,331		$	13,205,858		$	102,958,111		$	78,441,041		$	22,578,965
Net transfers between Sub-Accounts and Fixed Account		(73,387,309	)		41,379,579			(131,535,540	)		16,368,069			11,644,385			(1,496,530	)
Withdrawals, surrenders, annuitizations and contract charges		(54,468,052	)		(59,511,624	)		(177,865,737	)		(198,691,283	)		(57,616,155	)		(715,868	)
Net accumulation activity	$	(122,607,536	)	$	75,593,286		$	(296,195,419	)	$	(79,365,103	)	$	32,469,271		$	20,366,567
Annuitization Activity:
Annuitizations	$	13,393		$	355,145		$	123,802		$	1,423,428		$	13,887		$	112,057
Annuity payments and contract charges		(198,590	)		(236,630	)		(1,112,911	)		(1,412,825	)		(15,218	)		-
Net transfers between Sub-Accounts		-			-			-			-			-			-
Adjustments to annuity reserves		(32,966	)		(182,032	)		(10,444	)		(225,568	)		11,950			(5,603	)
Net annuitization activity	$	(218,163	)	$	(63,517	)	$	(999,553	)	$	(214,965	)	$	10,619		$	106,454
Increase (Decrease) in net assets from contract owner transactions	$	(122,825,699	)	$	75,529,769		$	(297,194,972	)	$	(79,580,068	)	$	32,479,890		$	20,473,021
Increase (Decrease) in net assets	$	(321,824,335	)	$	(183,686,192	)	$	(644,495,438	)	$	(444,406,213	)	$	32,264,553		$	20,484,394
Net Assets:
Beginning of year	$	733,044,616		$	916,730,808		$	1,672,347,859		$	2,116,754,072		$	20,484,394		$	-
End of year	$	411,220,281		$	733,044,616		$	1,027,852,421		$	1,672,347,859		$	52,748,947		$	20,484,394
Units Transactions:
Beginning of year		82,854,696			70,352,554			114,934,813			107,858,561			2,033,294			-
Purchase		734,385			11,737,512			1,264,050			10,770,919			7,923,676			2,254,021
Transferred between Sub-Accounts and Fixed Accumulation Account		(10,701,366	)		6,640,237			(10,650,348	)		6,780,367			1,163,800			(149,287	)
Withdrawn, Surrendered and Annuitized		(7,056,802	)		(5,875,607	)		(12,063,668	)		(10,475,034	)		(5,841,707	)		(71,440	)
End of year		65,830,913			82,854,696			93,484,847			114,934,813			5,279,063			2,033,294

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

See notes to financial statements

- 26 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	MMS						MS1						MSS
	Sub-Account						Sub-Account						Sub-Account
	Year Ended			Year Ended			Year Ended			Period End			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2002			2001			2002			2001 (a)			2002			2001
Operations:
Net investment income (loss)	$	(907,959	)	$	11,660,134		$	(27,553	)	$	(2,332	)	$	(2,704,683	)	$	(4,613,849	)
Net realized gains (losses)		-			-			(84,808	)		(321	)		(74,284,868	)		20,072,878
Net unrealized gains (losses)		-			-			(469,552	)		44,756			12,808,077			(197,494,828	)
Increase (Decrease) in net assets from operations	$	(907,959	)	$	11,660,134		$	(581,913	)	$	42,103		$	(64,181,474	)	$	(182,035,799	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	27,424,518		$	120,144,574		$	1,275,192		$	623,414		$	2,123,359		$	11,289,111
Net transfers between Sub-Accounts and Fixed Account		304,930,662			398,556,666			832,853			90,928			(28,773,717	)		(38,232,278	)
Withdrawals, surrenders, annuitizations and contract charges		(404,066,221	)		(284,802,038	)		(40,892	)		(258	)		(27,745,455	)		(43,762,901	)
Net accumulation activity	$	(71,711,041	)	$	233,899,202		$	2,067,153		$	714,084		$	(54,395,813	)	$	(70,706,068	)
Annuitization Activity:
Annuitizations	$	405,606		$	2,296,745		$	-		$	-		$	17,607		$	96,446
Annuity payments and contract charges		(523,684	)		(436,283	)		-			-			(128,925	)		(308,911	)
Net transfers between Sub-Accounts		-			-			-			-			-			-
Adjustments to annuity reserves		(188,394	)		83,978			-			-			49,975			34,088
Net annuitization activity	$	(306,472	)	$	1,944,440		$	-		$	-		$	(61,343	)	$	(178,377	)
Increase (Decrease) in net assets from contract owner transactions	$	(72,017,513	)	$	235,843,642		$	2,067,153		$	714,084		$	(54,457,156	)	$	(70,884,445	)
Increase (Decrease) in net assets	$	(72,925,472	)	$	247,503,776		$	1,485,240		$	756,187		$	(118,638,630	)	$	(252,920,244	)
Net Assets:
Beginning of year	$	654,496,482		$	406,992,706		$	756,187		$	-		$	262,609,717		$	515,529,961
End of year	$	581,571,010		$	654,496,482		$	2,241,427		$	756,187		$	143,971,087		$	262,609,717
Units Transactions:
Beginning of year		53,824,814			33,305,762			78,580			-			18,605,449			20,880,787
Purchase		2,326,155			11,568,946			148,920			69,314			196,173			1,469,485
Transferred between Sub-Accounts and Fixed Accumulation Account		23,907,421			31,706,938			98,110			9,746			(2,525,023	)		(1,469,955	)
Withdrawn, Surrendered and Annuitized		(32,101,164	)		(22,756,832	)		(5,483	)		(480	)		(2,023,261	)		(2,274,868	)
End of year		47,957,226			53,824,814			320,127			78,580			14,253,338			18,605,449

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

See notes to financial statements

- 27 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	MV1						MVS						NWD
	Sub-Account						Sub-Account						Sub-Account
	Year Ended			Period End			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2002			2001 (a)			2002			2001			2002			2001
Operations:
Net investment income (loss)	$	(288,205	)	$	(35,018	)	$	(1,788,447	)	$	(2,010,422	)	$	(2,714,943	)	$	(3,165,736	)
Net realized gains (losses)		(445,012	)		(5,510	)		(7,695,407	)		8,023,884			(30,404,508	)		14,119,555
Net unrealized gains (losses)		(6,225,586	)		606,318			(41,295,066	)		(21,401,182	)		(50,324,918	)		(25,561,298	)
Increase (Decrease) in net assets from operations	$	(6,958,803	)	$	565,790		$	(50,778,920	)	$	(15,387,720	)	$	(83,444,369	)	$	(14,607,479	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	23,502,723		$	12,101,250		$	3,408,819		$	51,364,831		$	2,090,760		$	27,155,543
Net transfers between Sub-Accounts and Fixed Account		15,143,367			3,838,708			59,392,114			142,328,767			5,369,734			39,309,158
Withdrawals, surrenders, annuitizations and contract charges		(1,780,238	)		(27,665	)		(34,569,709	)		(17,617,507	)		(20,081,316	)		(16,785,806	)
Net accumulation activity	$	36,865,852		$	15,912,293		$	28,231,224		$	176,076,091		$	(12,620,822	)	$	49,678,895
Annuitization Activity:
Annuitizations	$	30,917		$	-		$	53,981		$	55,386		$	7,955		$	51,708
Annuity payments and contract charges		(3,478	)		-			(83,781	)		(29,404	)		(53,628	)		(63,397	)
Net transfers between Sub-Accounts		-			-			-			-			-			-
Adjustments to annuity reserves		(182	)		-			9,520			503			10,363			(170,947	)
Net annuitization activity	$	27,257		$	-		$	(20,280	)	$	26,485		$	(35,310	)	$	(182,636	)
Increase (Decrease) in net assets from contract owner transactions	$	36,893,109		$	15,912,293		$	28,210,944		$	176,102,576		$	(12,656,132	)	$	49,496,259
Increase (Decrease) in net assets	$	29,934,306		$	16,478,083		$	(22,567,976	)	$	160,714,856		$	(96,100,501	)	$	34,888,780
Net Assets:
Beginning of year	$	16,478,083		$	-		$	283,811,117		$	123,096,261		$	238,495,660		$	203,606,880
End of year	$	46,412,389		$	16,478,083		$	261,243,141		$	283,811,117		$	142,395,159		$	238,495,660
Units Transactions:
Beginning of year		1,683,747			-			23,493,630			9,015,915			20,720,859			15,196,096
Purchase		2,487,816			1,280,991			300,117			4,442,378			233,498			2,983,543
Transferred between Sub-Accounts and Fixed Accumulation Account		1,606,037			406,378			4,497,497			11,476,970			58,334			3,954,406
Withdrawn, Surrendered and Annuitized		(210,396	)		(3,622	)		(3,054,512	)		(1,441,633	)		(2,078,064	)		(1,413,186	)
End of year		5,567,204			1,683,747			25,236,732			23,493,630			18,934,627			20,720,859

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

See notes to financial statements

- 28 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	RE1						RES						RG1
	Sub-Account						Sub-Account						Sub-Account
	Year Ended			Period End			Year Ended			Year Ended			Period End			Period End
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2002			2001 (a)			2002			2001			2002			2001 (a)
Operations:
Net investment income (loss)	$	(67,789	)	$	(6,410	)	$	(5,858,452	)	$	(12,892,474	)	$	(45,939	)	$	(6,171	)
Net realized gains (losses)		(254,138	)		(1,901	)		(108,793,269	)		186,687,243			(230,597	)		(310	)
Net unrealized gains (losses)		(1,697,049	)		130,966			(76,663,943	)		(436,949,645	)		(1,218,737	)		115,329
Increase (Decrease) in net assets from operations	$	(2,018,976	)	$	122,655		$	(191,315,664	)	$	(263,154,876	)	$	(1,495,273	)	$	108,848
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	4,242,954		$	2,324,180		$	5,472,218		$	33,023,849		$	3,010,742		$	2,232,502
Net transfers between Sub-Accounts and Fixed Account		2,140,618			665,758			(88,792,346	)		(48,545,569	)		1,913,779			812,849
Withdrawals, surrenders, annuitizations and contract charges		(358,358	)		(7,022	)		(80,061,036	)		(89,556,168	)		(176,671	)		(2,207	)
Net accumulation activity	$	6,025,214		$	2,982,916		$	(163,381,164	)	$	(105,077,888	)	$	4,747,850		$	3,043,144
Annuitization Activity:
Annuitizations	$	14,080		$	-		$	205,089		$	695,890		$	-		$	-
Annuity payments and contract charges		(1,562	)		-			(443,321	)		(583,897	)		-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-
Adjustments to annuity reserves		(82	)		-			(11,367	)		(50,656	)		-			-
Net annuitization activity	$	12,436		$	-		$	(249,599	)	$	61,337		$	-		$	-
Increase (Decrease) in net assets from contract owner transactions	$	6,037,650		$	2,982,916		$	(163,630,763	)	$	(105,016,551	)	$	4,747,850		$	3,043,144
Increase (Decrease) in net assets	$	4,018,674		$	3,105,571		$	(354,946,427	)	$	(368,171,427	)	$	3,252,577		$	3,151,992
Net Assets:
Beginning of year	$	3,105,571		$	-		$	797,021,574		$	1,165,193,001		$	3,151,992		$	-
End of year	$	7,124,245		$	3,105,571		$	442,075,147		$	797,021,574		$	6,404,569		$	3,151,992
Units Transactions:
Beginning of year		322,046			-			52,722,243			55,319,325			317,814			-
Purchase		470,796			251,194			561,796			3,561,995			327,374			232,777
Transferred between Sub-Accounts and Fixed Accumulation Account		251,596			71,606			(7,211,797	)		(1,321,457	)		213,503			85,267
Withdrawn, Surrendered and Annuitized		(46,060	)		(754	)		(5,725,979	)		(4,837,620	)		(22,481	)		(230	)
End of year		998,378			322,046			40,346,263			52,722,243			836,210			317,814

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

See notes to financial statements

- 29 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	RGS						RI1						RSS
	Sub-Account						Sub-Account						Sub-Account
	Year Ended			Year Ended			Year Ended			Period End			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2002			2001			2002			2001 (a)			2002			2001
Operations:
Net investment income (loss)	$	(555,270	)	$	(906,833	)	$	(54,322	)	$	(4,688	)	$	(863,071	)	$	(537,585	)
Net realized gains (losses)		(7,741,158	)		1,336,577			58,965			3,692			(7,463,512	)		(1,661,301	)
Net unrealized gains (losses)		(12,060,128	)		(12,327,169	)		(456,169	)		45,160			(1,595,805	)		(15,932,390	)
Increase (Decrease) in net assets from operations	$	(20,356,556	)	$	(11,897,425	)	$	(451,526	)	$	44,164		$	(9,922,388	)	$	(18,131,276	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	1,048,639		$	9,914,663		$	2,533,779		$	1,932,638		$	697,367		$	11,956,162
Net transfers between Sub-Accounts and Fixed Account		(2,307,270	)		14,277,369			1,350,318			559,724			(2,491,157	)		9,630,619
Withdrawals, surrenders, annuitizations and contract charges		(8,701,049	)		(9,102,663	)		(210,884	)		(2,994	)		(6,390,353	)		(5,629,245	)
Net accumulation activity	$	(9,959,680	)	$	15,089,369		$	3,673,213		$	2,489,368		$	(8,184,143	)	$	15,957,536
Annuitization Activity:
Annuitizations	$	2,713		$	73,209		$	-		$	-		$	2,014		$	20,666
Annuity payments and contract charges		(30,608	)		(31,866	)		-			-			(12,224	)		(15,206	)
Net transfers between Sub-Accounts		-			-			-			-			-			-
Adjustments to annuity reserves		9,199			10,366			-			-			17,684			(165,002	)
Net annuitization activity	$	(18,696	)	$	51,709		$	-		$	-		$	7,474		$	(159,542	)
Increase (Decrease) in net assets from contract owner transactions	$	(9,978,376	)	$	15,141,078		$	3,673,213		$	2,489,368		$	(8,176,669	)	$	15,797,994
Increase (Decrease) in net assets	$	(30,334,932	)	$	3,243,653		$	3,221,687		$	2,533,532		$	(18,099,057	)	$	(2,333,282	)
Net Assets:
Beginning of year	$	92,120,442		$	88,876,789		$	2,533,532		$	-		$	79,918,982		$	82,252,264
End of year	$	61,785,510		$	92,120,442		$	5,755,219		$	2,533,532		$	61,819,925		$	79,918,982
Units Transactions:
Beginning of year		8,941,881			7,294,221			269,147			-			9,379,991			7,446,099
Purchase		124,729			1,032,466			282,860			208,862			87,486			1,417,311
Transferred between Sub-Accounts and Fixed Accumulation Account		(338,644	)		1,430,384			160,946			60,618			(389,802	)		1,122,269
Withdrawn, Surrendered and Annuitized		(933,741	)		(815,190	)		(24,637	)		(333	)		(772,039	)		(605,688	)
End of year		7,794,225			8,941,881			688,316			269,147			8,305,636			9,379,991

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

See notes to financial statements

- 30 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	SG1						SGS						SI1
	Sub-Account						Sub-Account						Sub-Account
	Year Ended			Period End			Year Ended			Year Ended			Year Ended			Period End
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2002			2001 (a)			2002			2001			2002			2001 (a)
Operations:
Net investment income (loss)	$	(61,762	)		(4,654	)	$	(750,149	)	$	(1,165,779	)	$	191,974		$	(4,694	)
Net realized gains (losses)		(185,417	)		377			(20,806,722	)		(11,626,352	)		(6,301	)		4
Net unrealized gains (losses)		(1,204,502	)		133,618			(128,140	)		(13,724,652	)		373,972			6,560
Increase (Decrease) in net assets from operations	$	(1,451,681	)	$	129,341		$	(21,685,011	)	$	(26,516,783	)	$	559,645		$	1,870
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	2,883,270		$	1,461,889		$	585,833		$	16,018,990		$	4,963,366		$	1,900,686
Net transfers between Sub-Accounts and Fixed Account		1,790,560			397,812			(9,899,150	)		3,864,073			5,231,040			687,480
Withdrawals, surrenders, annuitizations and contract charges		(210,774	)		(3,128	)		(4,686,831	)		(6,162,377	)		(440,592	)		(8,373	)
Net accumulation activity	$	4,463,056		$	1,856,573		$	(14,000,148	)	$	13,720,686		$	9,753,814		$	2,579,793
Annuitization Activity:
Annuitizations	$	-		$	-		$	-		$	-		$	10,146		$	-
Annuity payments and contract charges		-			-			(18,603	)		(30,441	)		(495	)		-
Net transfers between Sub-Accounts		-			-			-			-			-			-
Adjustments to annuity reserves		-			-			184			(1,559	)		(67	)		-
Net annuitization activity	$	-		$	-		$	(18,419	)	$	(32,000	)	$	9,584		$	-
Increase (Decrease) in net assets from contract owner transactions	$	4,463,056		$	1,856,573		$	(14,018,567	)	$	13,688,686		$	9,763,398		$	2,579,793
Increase (Decrease) in net assets	$	3,011,375		$	1,985,914		$	(35,703,578	)	$	(12,828,097	)	$	10,323,043		$	2,581,663
Net Assets:
Beginning of year	$	1,985,914		$	-		$	73,896,639		$	86,724,736		$	2,581,663		$	-
End of year	$	4,997,289		$	1,985,914		$	38,193,061		$	73,896,639		$	12,904,706		$	2,581,663
Units Transactions:
Beginning of year		204,017			-			10,760,916			9,076,449			256,166			-
Purchase		338,189			161,338			105,257			2,085,736			487,952			188,852
Transferred between Sub-Accounts and Fixed Accumulation Account		216,838			43,013			(1,965,055	)		423,866			510,730			68,301
Withdrawn, Surrendered and Annuitized		(29,583	)		(334	)		(845,072	)		(825,135	)		(43,656	)		(987	)
End of year		729,461			204,017			8,056,046			10,760,916			1,211,192			256,166

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

See notes to financial statements

- 31 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	SIS						SVS			TE1
	Sub-Account						Sub-Account			Sub-Account
	Year Ended			Year Ended			Period Ended			Year Ended			Period End
	December 31,			December 31,			December 31,			December 31,			December 31,
	2002			2001			2002 (c)			2002			2001 (a)
Operations:
Net investment income (loss)	$	1,554,079		$	789,749		$	(4,896	)	$	(24,264	)	$	(1,807	)
Net realized gains (losses)		(136,444	)		134,823			(14,385	)		(581,207	)		623
Net unrealized gains (losses)		1,673,376			(228,750	)		(17,654	)		(740,856	)		69,805
Increase (Decrease) in net assets from operations	$	3,091,011		$	695,822		$	(36,935	)	$	(1,346,327	)	$	68,621
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	610,153		$	6,354,621		$	634,920		$	965,988		$	674,130
Net transfers between Sub-Accounts and Fixed Account		12,069,495			11,423,229			477,067			1,013,832			204,254
Withdrawals, surrenders, annuitizations and contract charges		(6,867,834	)		(4,217,706	)		(2,950	)		(69,702	)		(3,015	)
Net accumulation activity	$	5,811,814		$	13,560,144		$	1,109,037		$	1,910,118		$	875,369
Annuitization Activity:
Annuitizations	$	18,058		$	79,128		$	-		$	-		$	-
Annuity payments and contract charges		(15,382	)		(3,898	)		-			-			-
Net transfers between Sub-Accounts		-			-			-			-			-
Adjustments to annuity reserves		2,990			(166	)		-			-			-
Net annuitization activity	$	5,666		$	75,064		$	-		$	-		$	-
Increase (Decrease) in net assets from contract owner ransactions	$	5,817,480		$	13,635,208		$	1,109,037		$	1,910,118		$	875,369
Increase (Decrease) in net assets	$	8,908,491		$	14,331,030		$	1,072,102		$	563,791		$	943,990
Net Assets:
Beginning of year	$	47,304,649		$	32,973,619		$	-		$	943,990		$	-
End of year	$	56,213,140		$	47,304,649		$	1,072,102		$	1,507,781		$	943,990
Units Transactions:
Beginning of year		4,516,487			3,196,230			-			97,036			-
Purchase		57,637			622,153			73,782			127,501			75,537
Transferred between Sub-Accounts and Fixed Accumulation Account		1,128,600			1,104,586			57,721			83,609			21,813
Withdrawn, Surrendered and Annuitized		(642,256	)		(406,482	)		(374	)		(15,286	)		(314	)
End of year		5,060,468			4,516,487			131,129			292,860			97,036

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

(c) For the period May 01, 2002 (commencement of operations) through December 31, 2002.

See notes to financial statements

- 32 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	TEC						TRS						UTS
	Sub-Account						Sub-Account						Sub-Account
	Year Ended			Period End			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2002			2001			2002			2001			2002			2001
Operations:
Net investment income (loss)	$	(310,004	)	$	(491,062	)	$	29,455,337		$	34,428,747		$	6,800,573		$	11,839,281
Net realized gains (losses)		(15,007,510	)		(10,062,301	)		259,687			98,329,047			(81,991,651	)		47,384,065
Net unrealized gains (losses)		285,045			(7,913,413	)		(150,961,795	)		(150,652,905	)		(20,699,790	)		(205,731,165	)
Increase (Decrease) in net assets from operations	$	(15,032,469	)	$	(18,466,776	)	$	(121,246,771	)	$	(17,895,111	)	$	(95,890,868	)	$	(146,507,819	)
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	326,349		$	11,041,196		$	22,336,098		$	112,697,930		$	3,077,015		$	42,189,616
Net transfers between Sub-Accounts and Fixed Account		(2,765,518	)		11,130,923			66,326,479			164,008,436			(62,977,839	)		12,685,526
Withdrawals, surrenders, annuitizations and contract charges		(2,361,729	)		(1,853,689	)		(254,641,685	)		(253,192,238	)		(39,387,069	)		(52,983,808	)
Net accumulation activity	$	(4,800,898	)	$	20,318,430		$	(165,979,108	)	$	23,514,128		$	(99,287,893	)	$	1,891,334
Annuitization Activity:
Annuitizations	$	4,047		$	31,203		$	857,592		$	1,646,637		$	78,444		$	288,905
Annuity payments and contract charges		(1,602	)		(1,584	)		(1,899,909	)		(2,139,784	)		(159,469	)		(282,580	)
Net transfers between Sub-Accounts		-			-			-			-			-			-
Adjustments to annuity reserves		(1,820	)		4,387			(225,182	)		(101,431	)		(965	)		(29,847	)
Net annuitization activity	$	625		$	34,006		$	(1,267,499	)	$	(594,578	)	$	(81,990	)	$	(23,522	)
Increase (Decrease) in net assets from contract owner transactions	$	(4,800,273	)	$	20,352,436		$	(167,246,607	)	$	22,919,550		$	(99,369,883	)	$	1,867,812
Increase (Decrease) in net assets	$	(19,832,742	)	$	1,885,660		$	(288,493,378	)	$	5,024,439		$	(195,260,751	)	$	(144,640,007	)
Net Assets:
Beginning of year	$	33,859,676		$	31,974,016		$	1,718,764,462		$	1,713,740,023		$	406,075,169		$	550,715,176
End of year	$	14,026,934		$	33,859,676		$	1,430,271,084		$	1,718,764,462		$	210,814,418		$	406,075,169
Units Transactions:
Beginning of year		7,440,220			4,222,099			92,999,406			83,439,751			32,768,627			28,782,441
Purchase		98,644			1,807,292			1,571,661			9,552,696			329,869			4,290,031
Transferred between Sub-Accounts and Fixed Accumulation Account		(997,372	)		1,799,240			4,835,599			12,131,675			(6,709,518	)		2,686,643
Withdrawn, Surrendered and Annuitized		(729,945	)		(388,411	)		(13,374,051	)		(12,124,716	)		(3,486,403	)		(2,990,488	)
End of year		5,811,547			7,440,220			86,032,615			92,999,406			22,902,575			32,768,627

See notes to financial statements

- 33 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	OCA			OMG			OMS					PRR			PTR				SC3
	Sub-Account			Sub-Account			Sub-Account					Sub-Account			Sub-Account				Sub-Account
	Period Ended			Year Ended				Period Ended			Period Ended					Period Ended				Period Ended
	December 31,			December 31,				December 31,			December 31,					December 31,				December 31,
	2002 (b)			2002 (b)				2002 (b)			2002 (b)					2002 (b)				2002 (b)
Operations:
Net investment income (loss)	$	(462	)	$	(396	)		$	(312	)	$		814			$	3,165			$	9,406
Net realized gains (losses)		36			(18	)			3				897				12,253				10,623
Net unrealized gains (losses)		(1,497	)		(4,219	)			(3,130	)			12,367				6,615				(13,245	)
Increase (Decrease) in net assets from operations	$	(1,923	)	$	(4,633	)		$	(3,439	)	$		14,078			$	22,033			$	6,784
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	156,995		$	156,268			$	134,786		$		341,636			$	856,459			$	152,857
Net transfers between Sub-Accounts and Fixed Account		23,442			29,117				22,872				158,847				621,396				114,892
Withdrawals, surrenders, annuitizations and contract charges		-			-				(159	)			(3,528	)			(4,945	)			(577	)
Net accumulation activity	$	180,437		$	185,385			$	157,499		$		496,955			$	1,472,910			$	267,172
Annuitization Activity:
Annuitizations	$	-		$	-			$	-		$		-			$	-			$	-
Annuity payments and contract charges		-			-				-				-				-				-
Net transfers between Sub-Accounts		-			-				-				-				-				-
Adjustments to annuity reserves		-			-				-				-				-				-
Net annuitization activity	$	-		$	-			$	-		$		-			$	-			$	-
Increase (Decrease) in net assets from contract owner transactions	$	180,437		$	185,385			$	157,499		$		496,955			$	1,472,910			$	267,172
Increase (Decrease) in net assets	$	178,514		$	180,752			$	154,060		$		511,033			$	1,494,943			$	273,956
Net Assets:
Beginning of year	$	-		$	-			$	-		$		-			$	-			$	-
End of year	$	178,514		$	180,752			$	154,060		$		511,033			$	1,494,943			$	273,956
Units Transactions:
Beginning of year		-			-				-				-				-				-
Purchase		14,308			15,060				13,047				33,401				83,697				15,514
Transferred between Sub-Accounts and Fixed Accumulation Account		2,195			2,795				2,210				15,485				60,923				11,742
Withdrawn, Surrendered and Annuitized		-			-				(15	)			(339	)			(557	)			(58	)
End of year		16,503			17,855				15,242				48,547				144,063				27,198

(b) For the period August 05, 2002 (commencement of operations) through December 31, 2002.

See notes to financial statements

- 34 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex 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"), a separate account of Sun Life Assurance Company of Canada (U.S.) (the "Sponsor"), was established on July 13, 1989 as a funding vehicle for the variable portion of Regatta contracts, Regatta Gold contracts, Regatta Classic contracts, Regatta Platinum contracts, Regatta Extra contracts, Regatta Access contracts, Regatta Choice contracts, Regatta Flex 4 contracts, Regatta Flex II contracts, Regatta Choice II contracts, Regatta Masters Extra contracts, Regatta Masters Choice contracts, Regatta Masters Access contracts and Regatta Masters Flex contracts (collectively, the "Contracts") and certain other 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 exist 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 respect to the Regatta contracts, Regatta Gold contracts, Regatta Classic contracts, Regatta Platinum contracts, Regatta Extra contracts, Regatta Access contracts, Regatta Choice contracts, Regatta Flex 4 contracts, Regatta Flex II contracts and the Regatta Choice II contracts, the Funds are: MFS/Sun Life Series Trust (the "Series Trust"). With respect to the Regatta Masters Extra contracts, Regatta Masters Choice contracts, Regatta Masters Access contracts and Regatta Masters Flex contracts, the funds are: Franklin Templeton Variable Insurance Products Trust, Lord Abbett Series Fund, Inc., MFS/Sun Life Series Trust, Oppenheimer Variable Account Funds, PIMCO Variable Insurance Funds and Sun Capital Advisers Trust (collectively with the Series Trust, the "Funds").

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

(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.

Investment Valuations

Investments in shares of the Funds are recorded at their net asset value. The Funds values 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 Funds shares and are recognized on the ex-dividend date.

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

- 35 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(2) Significant Accounting Policies - continued

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 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
Regatta contracts	1.25%	-	-	-	-	-
Regatta Gold contracts	1.25%	-	-	-	-	-
Regatta Classic contracts	1.00%	-	-	-	-	-
Regatta Platinum contracts	1.25%	-	-	-	-	-
Regatta Extra contracts	1.30%	1.45%	1.55%	1.70%	-	-
Regatta Choice contracts	0.85%	1.00%	1.10%	1.15%	1.25%	1.40%
Regatta Access contracts	1.00%	1.15%	1.25%	1.40%	1.50%	1.65%
Regatta Flex 4 contracts	0.95%	1.10%	1.20%	1.35%	1.45%	1.60%
Regatta Flex II contracts	1.30%	1.50%	1.55%	1.70%	1.75%	1.90%
Regatta Choice II contracts	1.05%	1.25%	1.30%	1.45%	1.50%	1.65%
Regatta Masters Extra contracts	1.40%	1.60%	1.65%	1.80%	1.85%	2.00%
Regatta Masters Choice contracts	1.05%	1.25%	1.30%	1.45%	1.50%	1.65%
Regatta Masters Access contracts	1.35%	1.55%	1.60%	1.75%	1.80%	1.95%
Regatta Masters Flex contracts	1.30%	1.50%	1.55%	1.70%	1.75%	1.90%

Each year on the account anniversary, an account administration fee ("Account Fee") is equal to $30 in the case of Regatta contracts, the lesser of $30 or 2% of the participant's account value in the case of Regatta Gold contracts, the lesser of $35 or 2% of the participant's account value in the case of Regatta Platinum contracts, $35 in the case of Regatta Extra and Regatta Choice contracts, and $50 in the case of Regatta Classic, Regatta Access, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex contracts (after account year 5, the account fee, for Regatta Gold, Regatta Platinum, Regatta Extra and Regatta Choice contracts, 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.

Massachusetts Financial Services Company, an affiliate of the Sponsor, is the investment adviser to the 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 .58% to 1.82% and 1.25% of the funds net assets, respectively.

- 36 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex 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

The Sponsor does not deduct a sales charge from purchase payments. However, in the case of Regatta Platinum and Regatta Flex 4 a withdrawal charge (contingent deferred sales charge) of up to 6% of certain amounts withdrawn, when applicable, may be deducted to cover certain expenses relating to the sale of the contracts and certificates. In the case of Regatta Choice a withdrawal charge of up to 7% and in the case of Regatta, Regatta Gold, Regatta Extra, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, and Regatta Masters Flex contracts, a withdrawal charge of up to 8% of certain amounts withdrawn, when applicable, may be deducted to cover certain expenses relating to the sale of the contracts and certificates. In the case of Regatta Classic contracts, a withdrawal charge of 1% is applied to purchase payments withdrawn which have been credited to a participant's account for less than one year.

For assuming the risk that withdrawal charges may be insufficient to compensate it for the costs of distributing the contracts, the Sponsor makes a deduction from the Variable Account at the end of each valuation period for the first seven account years at an effective annual rate of 0.15% of the net assets attributable to Regatta, Regatta Gold, Regatta Platinum, Regatta Masters Extra and Regatta Masters Choice and an effective annual rate of 0.20% of the net assets attributable to Regatta Masters Access and Regatta Masters Flex contracts.

As reimbursement for administrative expenses attributable to Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex contracts, which exceed the revenues received from the Account Fees described above derived from such contracts, 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.

For the year ended December 31, 2002, the Sponsor received the following amounts 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.

MFS/Sun Life Series Trust:	Contract Charges		Surrender Charges
Bond S Class	$	3,044	$	15,759
Bond Series		50,736		193,201
Capital Appreciation S Class		3,639		12,527
Capital Appreciation Series		455,489		764,197
Capital Opportunities S Class		2,622		4,224
Capital Opportunities Series		195,898		349,034
Emerging Growth S Class		2,819		8,362
Emerging Growth Series		369,832		237,135
Emerging Markets Equity S Class		461		1,158
Emerging Markets Equity Series		23,717		36,481
Global Asset Allocation S Class		172		740
Global Asset Allocation Series		35,534		70,306
Global Governments S Class		367		4,963
Global Governments Series		29,295		78,012
Global Growth S Class		639		1,872
Global Growth Series		106,987		315,751
Global Telecommunications S Class		163		-
Global Telecommunications Series		1,857		343
Global Total Return S Class		559		756
Global Total Return Series		34,896		54,652
Government Securities S Class		7,273		60,617
Government Securities Series		211,668		1,269,121
High Yield S Class		3,906		15,357
High Yield Series		119,441		360,395
International Growth Series		59,398		53,975
International Growth S Class		2,110		3,687
International Investors Trust S Class		223		1,774
International Investors Trust Series		28,208		30,381
Managed Sectors S Class		273		181
Managed Sectors Series		136,841		245,331

37 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex 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

MFS/Sun Life Series Trust - continued	Contract Charges		Surrender Charges
Massachusetts Investors Growth Stock S Class	$	5,284	$	25,120
Massachusetts Investors Growth Stock Series		291,676		660,126
Massachusetts Investors Trust S Class		7,213		27,852
Massachusetts Investors Trust Series		622,715		2,553,766
Mid Cap Growth S Class		3,087		1,969
Mid Cap Growth Series		27,825		19,422
Money Market S Class		6,269		102,019
Money Market Series		229,586		3,738,814
New Discovery S Class		3,655		7,556
New Discovery Series		89,300		290,057
Research S Class		1,411		6,208
Research Series		352,732		378,705
Research Growth & Income S Class		1,025		3,262
Research Growth & Income Series		36,047		70,124
Research International S Class		981		3,468
Research International Series		28,887		106,581
Strategic Growth S Class		898		2,272
Strategic Growth Series		30,264		14,624
Strategic Income S Class		923		9,680
Strategic Income Series		14,659		111,051
Technology S Class		631		1,969
Technology Series		17,957		46,552
Total Return S Class		13,695		58,438
Total Return Series		598,566		2,244,553
Utilities S Class		2,531		11,823
Utilities Series		166,961		469,658
Value S Class		5,897		29,331
Value Series		98,692		343,262

(4) Annuity Reserves

Annuity reserves are calculated using the 1983 Individual Annuitant Mortality Table and an assumed interest rate of at least 3% or 4%, for Regatta, Regatta Gold, Regatta Classic and Regatta Platinum as stated in each participant's contract or certificate, as applicable, and the 2000 Individual Annuitant Mortality Table and an assumed rate of 3% for Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4 and due to demographics of Regatta Flex II, Regatta Masters Extra, Regatta Choice II, Regatta Masters Choice, Regatta Masters Flex and Regatta Masters Access, no reserves were required at year-end. Required adjustments to the reserves are accomplished by transfers to or from the Sponsor.

- 38 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) 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, 2002:

		Purchases		Sales
Franklin Templeton Variable Insurance Products Trust
Mutual Shares Securities Fund		$	360,016	$		3,665
Templeton International Securities Fund	1,060,186				1,473
Franklin Value Securities Fund	209,319				1,760
Growth & Income Portfolio	366,355				931
Lord Abbett Series Fund, Inc.
Mid-Cap Value	286,709				2,523
Bond S Class	31,471,622				6,723,710
MFS/Sun Life Series Trust
Bond Series	81,451,650				51,096,744
Capital Appreciation S Class	20,359,941				4,421,593
Capital Appreciation Series	40,253,114				219,582,159
Capital Opportunities S Class	9,782,832				1,697,809
Capital Opportunities Series	9,851,759				117,322,862
Emerging Growth S Class	11,129,960				2,676,703
Emerging Growth Series	22,679,748				175,985,685
Emerging Markets Equity S Class	4,470,655				2,532,081
Emerging Markets Equity Series	17,120,696				16,867,772
Global Asset Allocation S Class	4,420,487				2,923,937
Global Asset Allocation Series	5,080,118				20,780,825
Global Governments S Class	4,873,156				1,423,851
Global Governments Series	26,016,027				15,493,499
Global Growth S Class	12,583,556				9,660,219
Global Growth Series	4,189,188				61,754,077
Global Telecommunications S Class	372,427				78,945
Global Telecommunications Series	702,925				936,139
Global Total Return S Class	7,202,352				3,104,243
Global Total Return Series	13,372,673				19,339,494
Government Securities S Class	85,426,408				19,043,229
Government Securities Series	281,525,591				165,393,652
High Yield S Class	40,551,508				15,298,870
High Yield Series	77,726,004				100,151,604
International Growth S Class	115,902,440				108,692,920
International Growth Series	19,470,531				35,721,840
International Investors Trust S Class	34,744,595				33,039,533
International Investors Trust Series	7,756,417				16,769,889
Managed Sectors S Class	2,456,709				417,109
Managed Sectors Series	5,417,768				62,629,582
Massachusetts Investors Growth Stock S Class	28,319,362				4,335,235
Massachusetts Investors Growth Stock Series	26,690,985				156,618,198
Massachusetts Investors Trust S Class	42,115,655				4,592,648
Massachusetts Investors Trust Series	38,026,191				340,090,787
Mid Cap Growth S Class	17,999,591				3,041,316
Mid Cap Growth Series	25,955,456				23,204,125
Mid Cap Value S Class	717,108				10,678

- 39 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(5) Investment Purchases and Sales - continued

MFS/Sun Life Series Trust - continued		Purchases		Sales
Money Market S Class	$ 265,485,624		$ 233,233,020
Money Market Series	389,702,814		462,439,892
New Discovery S Class	19,367,602		3,822,568
New Discovery Series	34,829,549		50,210,986
Research S Class	7,273,365		1,303,422
Research Series	13,811,422		183,289,271
Research Growth and Income S Class	6,220,487		1,518,576
Research Growth and Income Series	14,018,931		24,561,775
Research International S Class	28,991,135		25,372,244
Research International Series	9,324,746		18,382,171
Strategic Growth S Class	5,238,139		836,845
Strategic Growth Series	6,539,168		21,308,068
Strategic Income S Class	11,347,697		1,392,258
Strategic Income Series	22,696,894		15,328,325
Strategic Value S Class	1,170,908		66,767
Technology S Class	4,591,996		2,706,142
Technology Series	4,029,742		9,138,199
Total Return S Class	108,972,881		7,517,514
Total Return Series	208,010,042		292,206,845
Utilities S Class	8,399,378		1,953,907
Utilities Series	15,252,446		107,820,791
Value S Class	43,554,841		6,949,755
Value Series	88,706,639		62,293,662
Oppenheimer Variable Account Funds
Capital Appreciation Fund	180,362		387
Main St. Growth and Income	187,013		2,024
Main St. Small Cap Growth Fund	157,612		425
PIMCO Variable Insurance Trust
Real Return Bond Portfolio	503,055		4,498
Total Return Bond Portfolio	1,498,239		9,948
Sun Capital Advisers Trust
Real Estate Fund	288,850		1,641

- 40 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(6) Financial Highlights

The summary of unit values and units outstanding for variable annuity contracts and the expense ratios, excluding expenses of the underlying funds, for the year ended December 31, 2002, follows.

		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***
FMS
	December 31, 2002 (b)	35,337	$	10.1163	to	10.1476	$	357,959	-%	1.35%	to	2.30%	1.16%	to	1.48%
FTI
	December 31, 2002 (b)	109,241	9.5923		to	9.6281	1,049,989		-	1.35	to	2.30	(4.08)	to	(3.72)
FVS
	December 31, 2002 (b)	20,281	10.4355		to	10.4678	211,927		-	1.35	to	2.30	4.35	to	4.68
LA1
	December 31, 2002 (b)	33,508	10.6887		to	10.7219	358,622		4.77	1.35	to	2.30	6.89	to	7.22
LA2
	December 31, 2002 (b)	26,664	10.6397		to	10.6794	284,181		3.92	1.35	to	2.30	6.40	to	6.79
BDS
	December 31, 2002	16,672,091	11.8359		to	12.8247	209,295,113		3.62	1.00	to	1.85	7.56	to	8.50
	December 31, 2001	14,562,283	10.9924		to	11.8661	169,138,563		3.26	1.00	to	1.85	5.79	to	6.71
CAS
	December 31, 2002	53,276,821	3.9494		to	19.5203	560,298,723		0.17	1.00	to	1.85	(80.74)	to	(33.06)
	December 31, 2001	64,553,284	5.9333		to	32.0464	1,061,993,683		0.36	1.00	to	1.85	(26.71)	to	(26.07)
CO1
	December 31, 2002	1,659,796	6.4740		to	10.6299	10,868,241		0.06	1.10	to	2.30	(31.83)	to	6.30
	December 31, 2001 (a)	707,598	9.4967		to	9.5218	6,728,752		-	1.10	to	1.85	(5.03)	to	(4.80)
COS
	December 31, 2002	36,579,889	4.1530		to	11.9403	248,530,711		0.09	1.00	to	1.85	(31.68)	to	(31.09)
	December 31, 2001	49,296,039	6.0616		to	17.3945	494,301,507		-	1.00	to	1.85	(26.32)	to	(25.71)
EGS
	December 31, 2002	50,696,788	3.2151		to	13.3500	370,438,018		-	1.00	to	1.85	(35.40)	to	(34.83)
	December 31, 2001	65,948,379	4.9741		to	20.5656	763,479,404		-	1.00	to	1.85	(35.80)	to	(35.24)
EM1
	December 31, 2002	204,949	9.8964		to	10.1593	2,036,932		1.18	1.15		1.85	(3.93)	to	1.59
	December 31, 2001 (a)	36,622	10.3013		to	10.3266	377,616		-	1.15	to	1.85	3.01	to	3.27
FCE
	December 31, 2002	3,685,145	7.6143		to	8.8861	30,076,632		1.24	1.00	to	1.85	(3.75)	to	(2.92)
	December 31, 2001	3,800,561	7.9111		to	9.1857	31,963,479		-	1.00	to	1.85	(2.88)	to	(2.03)
FCG
	December 31, 2002	11,708,342	6.5089		to	8.6679	87,260,895		0.56	1.00	to	1.85	(13.52)	to	(12.77)
	December 31, 2001	13,618,628	7.5216		to	9.9505	116,926,690		0.71	1.00	to	1.85	(17.45)	to	(16.85)
GA1
	December 31, 2002	210,153	8.8758		to	8.9612	1,874,220		2.98	1.15	to	1.85	(8.64)	to	(7.97)
	December 31, 2001 (a)	51,398	9.7382		to	9.7621	501,186		-	1.15	to	1.85	(2.62)	to	(2.38)
GAA
	December 31, 2002	4,636,581	7.7172		to	14.6922	60,754,310		3.47	1.15	to	1.85	(8.85)	to	(8.20)
	December 31, 2001	5,837,945	8.4423		to	16.0044	84,504,987		5.02	1.15	to	1.85	(10.61)	to	(9.96)
GG1
	December 31, 2002	344,004	10.5848		to	11.5577	3,969,895		-	1.15	to	2.05	5.85	to	18.91
	December 31, 2001 (a)	17,109	9.6962		to	9.7200	166,093		-	1.15	to	1.85	(3.04)	to	(2.80)
GG2
	December 31, 2002	468,329	7.6154		to	10.2750	3,713,489		0.25	1.00	to	1.85	(21.15)	to	2.75
	December 31, 2001 (a)	140,349	9.6585		to	9.6823	1,357,130		-	1.15	to	1.85	(3.41)	to	(3.18)
GGR
	December 31, 2002	13,695,036	5.2372		to	15.7288	157,722,758		0.28	1.15	to	1.85	(20.86)	to	(20.29)
	December 31, 2001	17,723,668	6.6146		to	19.7806	260,751,103		0.71	1.15	to	1.85	(21.18)	to	(20.61)
GGS
	December 31, 2002	4,610,834	11.7112		to	16.3444	64,709,568		-	1.00	to	1.85	18.39	to	19.25
	December 31, 2001	3,647,399	9.8795		to	13.7399	44,882,046		-	1.15	to	1.85	(3.96)	to	(3.11)
GSS
	December 31, 2002	50,577,174	11.8031		to	18.5247	743,720,269		4.46	1.00	to	1.85	7.77	to	8.71
	December 31, 2001	43,557,072	10.9408		to	20.2862	595,911,760		5.36	1.00	to	1.85	5.45	to	6.37
GT1
	December 31, 2002	66,336	5.5809		to	6.8170	372,982		-	1.15	to	1.85	(40.69)	to	(31.83)
	December 31, 2001 (a)	24,957	9.4099		to	9.4331	235,015		-	1.15	to	1.85	(5.90)	to	(5.67)
GT2
	December 31, 2002	575,530	9.5864		to	9.6983	5,544,326		1.70	1.00	to	1.85	(1.45)	to	(0.60)
	December 31, 2001 (a)	151,199	9.7279		to	9.7518	1,472,798		-	1.15	to	1.85	(2.72)	to	(2.48)
GTR
	December 31, 2002	5,490,465	9.0578		to	17.0082	76,987,347		1.91	1.15	to	1.85	(1.26)	to	(0.54)
	December 31, 2001	5,780,805	9.1687		to	17.1432	84,171,649		4.19	1.15	to	1.85	(7.93)	to	(7.26)
GTS
	December 31, 2002	555,343	2.4709		to	2.6057	1,390,888		-	1.15	to	1.85	(40.61)	to	(40.18)
	December 31, 2001	662,983	4.1415		to	4.3653	2,777,404		0.06	1.15	to	1.85	(42.62)	to	(42.19)
HYS
	December 31, 2002	20,985,015	9.2403		to	17.7408	257,293,833		10.19	1.00	to	1.85	0.80	to	1.67
	December 31, 2001	24,640,912	9.1623		to	17.5162	301,095,084		9.61	1.00	to	1.85	(0.14)	to	0.73

- 41 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(6) 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***
IG1
	December 31, 2002	1,265,240	$ 8.1908	to	10.2091	$10,427,953	0.64	%	1.15%	to	1.85%	(14.25)%	to	2.09%
	December 31, 2001	326,874	9.4853	to	9.5087	3,104,040	-		1.15	to	1.85	(5.15)	to	(4.91)
M1A
	December 31, 2002	2,530,871	6.6917	to	10.2978	17,111,473	-		1.00	to	2.05	(34.89)	to	2.98
	December 31, 2001 (a)	744,162	10.2864	to	10.3117	7,664,202	-		1.15	to	1.85	2.86	to	3.12
M1B
	December 31, 2002	4,230,272	6.8823	to	10.2607	29,392,471	0.12		1.00	to	2.10	(29.45)	to	2.61
	December 31, 2001	1,419,642	9.7550	to	9.7807	13,864,858	-		1.10	to	1.85	(2.45)	to	(2.21)
MC1
	December 31, 2002	2,772,461	4.9917	to	10.6720	14,018,481	-		1.00	to	2.25	(48.15)	to	6.72
	December 31, 2001 (a)	723,935	9.6268	to	9.6505	6,977,776	-		1.15	to	1.85	(3.73)	to	(3.50)
MCS
	December 31, 2002	10,939,748	3.4780	to	3.6695	39,906,465	-		1.15	to	1.85	(48.14)	to	(47.76)
	December 31, 2001	10,773,649	6.6995	to	7.0246	75,425,977	0.07		1.15	to	1.85	(24.62)	to	(24.06)
MCV
	December 31, 2002 (c)	86,168	7.8310	to	10.3969	703,547	-		1.15	to	2.05	(21.69)	to	3.97
MF7
	December 31, 2002	3,399,082	10.558	to	10.9115	36,841,435	3.50		1.00	to	2.10	5.58	to	8.81
	December 31, 2001 (a)	1,039,445	10.0563	to	10.0810	10,465,489	-		1.15	to	1.85	0.56	to	0.81
MFC
	December 31, 2002	3,266,770	9.9081	to	10.6087	32,604,716	9.43		1.00	to	2.25	0.07	to	6.09
	December 31, 2001 (a)	838,150	9.8665	to	9.8907	8,280,487	-		1.15	to	1.85	(1.34)	to	(1.09)
MFD
	December 31, 2002	3,163,343	6.4212	to	10.5642	20,470,534	0.15		1.00	to	2.10	(33.81)	to	5.64
	December 31, 2001 (a)	1,178,384	9.7010	to	9.7249	11,446,860	-		1.15	to	1.85	(2.99)	to	(2.75)
MFE
	December 31, 2002	1,391,497	6.6338	to	11.0847	9,331,003	3.74		1.00	to	2.05	(25.56)	to	10.85
	December 31, 2001 (a)	605,177	8.9110	to	8.9330	5,400,088	-		1.15	to	1.85	(10.89)	to	(10.67)
MFF
	December 31, 2002	1,550,123	6.2456	to	10.4817	9,746,182	-		1.15	to	1.90	(35.57)	to	4.82
	December 31, 2001 (a)	526,836	9.6936	to	9.7174	5,113,096	-		1.15	to	1.85	(3.06)	to	(2.83)
MFJ
	December 31, 2002	13,048,289	9.0028	to	10.5361	120,728,633	2.87		1.00	to	2.30	(9.97)	to	5.36
	December 31, 2001 (a)	3,047,596	9.9469	to	9.9714	30,354,276	-		1.15	to	1.85	(0.53)	to	(0.29)
MFK
	December 31, 2002	8,558,119	10.2092	to	10.9594	93,288,471	3.90		1.00	to	2.30	2.09	to	8.34
	December 31, 2001 (a)	2,355,604	10.0990	to	10.1238	23,818,975	-		1.15	to	1.85	0.99	to	1.24
MFL
	December 31, 2002	6,235,850	7.4454	to	10.4607	46,842,065	0.95		1.00	to	2.10	(22.85)	to	4.61
	December 31, 2001 (a)	1,960,395	9.6506	to	9.6760	18,941,390	-		1.15	to	1.85	(3.49)	to	(3.26)
MI1
	December 31, 2002	253,434	8.6349	to	10.2839	2,198,379	0.97		1.15	to	1.85	(7.70)	to	2.84
	December 31, 2001 (a)	45,114	9.3555	to	9.3785	422,349	-		1.15	to	1.85	(6.45)	to	(6.21)
MII
	December 31, 2002	4,845,066	7.3979	to	11.4447	48,423,016	0.81		1.15	to	1.85	(7.68)	to	(7.01)
	December 31, 2001	5,653,736	8.0095	to	12.3381	61,526,355	1.98		1.15	to	1.85	(16.17)	to	(15.56)
MIS
	December 31, 2002	65,830,913	4.5242	to	7.8833	411,220,281	0.15		1.00	to	1.85	(29.39)	to	(28.78)
	December 31, 2001	82,854,696	6.4040	to	11.0839	733,044,616	0.11		1.00	to	1.85	(26.29)	to	(25.65)
MIT
	December 31, 2002	93,484,847	6.1232	to	21.3640	1,027,852,421	1.03		1.00	to	1.85	(22.69)	to	(22.01)
	December 31, 2001	114,934,813	7.9158	to	27.5009	1,672,347,859	0.81		1.00	to	1.85	(17.30)	to	(16.58)
MM1
	December 31, 2002	5,279,063	9.9247	to	10.0406	52,748,947	1.00		1.00	to	2.10	(0.85)	to	0.01
	December 31, 2001 (a)	2,033,294	10.0094	to	10.0340	20,484,394	0.52		1.15	to	1.85	0.09	to	0.34
MMS
	December 31, 2002	47,957,226	10.2453	to	13.4839	581,571,010	1.26		1.00	to	1.85	(55.73)	to	0.26
	December 31, 2001	53,824,814	10.2809	to	15.0699	654,496,482	3.49		1.00	to	1.85	1.85	to	2.74
MS1
	December 31, 2002	320,127	6.9685	to	10.6549	2,241,427	-		1.00	to	1.85	(27.52)	to	6.55
	December 31, 2001 (a)	78,580	9.6140	to	9.6377	756,187	-		1.15	to	1.85	(3.86)	to	(2.00)
MSS
	December 31, 2002	14,253,338	3.8027	to	16.8759	143,971,087	-		1.15	to	1.85	(77.23)	to	(26.83)
	December 31, 2001	18,605,449	5.2351	to	27.4680	262,609,717	-		1.15	to	1.85	(36.72)	to	(36.26)
MV1
	December 31, 2002	5,567,204	8.2070	to	10.4844	46,412,389	0.75		1.00	to	2.10	(17.93)	to	4.84
	December 31, 2001 (a)	1,683,747	9.7757	to	9.8015	16,478,083	-		1.10	to	1.85	(2.24)	to	(1.98)
MVS
	December 31, 2002	25,236,732	8.1828	to	11.3216	261,243,141	0.83		1.00	to	1.85	(15.18)	to	(14.44)
	December 31, 2001	23,493,630	9.6370	to	13.2508	283,811,117	0.50		1.00	to	1.85	(9.21)	to	8.42

- 42 -

Regatta, Regatta Gold, Regatta Classic, Regatta Platinum, Regatta Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Access and Regatta Masters Flex Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(6) 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***
NWD
	December 31, 2002	18,934,627	$ 5.2482	to	10.2251	$ 142,395,159	-	%	1.00%	to	1.85%	(34.69)%	to	(34.13)%
	December 31, 2001	20,720,859	8.0117	to	15.5437	238,495,660	-		1.00	to	1.85	(6.88)	to	(6.20)
RE1
	December 31, 2002	998,378	7.0555	to	10.4308	7,124,245	0.39		1.10	to	2.05	(26.73)	to	4.31
	December 31, 2001 (a)	322,046	9.6300	to	9.6554	3,105,571	-		1.10	to	1.85	(3.70)	to	(3.46)
RES
	December 31, 2002	40,346,263	4.8348	to	15.7110	442,075,147	0.42		1.00	to	1.85	(26.53)	to	(25.99)
	December 31, 2001	52,722,243	6.5771	to	21.2818	797,021,574	0.03		1.15	to	1.85	(22.86)	to	(22.29)
RG1
	December 31, 2002	836,210	7.6204	to	10.4365	6,404,569	0.67		1.10	to	1.85	(23.54)	to	4.37
	December 31, 2001 (a)	317,814	9.9056	to	9.9300	3,151,992	-		1.10	to	1.85	(0.94)	to	(0.70)
RGS
	December 31, 2002	7,794,225	6.5327	to	9.7214	61,785,510	0.71		1.15	to	1.85	(22.86)	to	(22.30)
	December 31, 2001	8,941,881	8.4599	to	12.5421	92,120,442	0.43		1.15	to	1.85	(12.56)	to	(11.92)
RI1
	December 31, 2002	688,316	8.1535	to	10.1312	5,755,219	0.28		1.15	to	2.10	(13.67)	to	1.31
	December 31, 2001 (a)	269,147	9.4009	to	9.4240	2,533,532	-		1.15	to	1.85	(5.99)	to	(5.76)
RSS
	December 31, 2002	8,305,636	6.2814	to	10.9211	61,819,925	0.26		1.15	to	1.85	(13.12)	to	(12.49)
	December 31, 2001	9,379,991	7.2078	to	12.4795	79,918,982	0.83		1.15	to	1.85	(19.29)	to	(18.70)
SG1
	December 31, 2002	729,461	6.6667	to	11.1313	4,997,289	-		1.00	to	2.05	(31.44)	to	11.31
	December 31, 2001 (a)	204,017	9.7238	to	9.7478	1,985,914	-		1.15	to	1.85	(2.76)	to	(2.52)
SGS
	December 31, 2002	8,056,046	4.2359	to	5.5475	38,193,061	-		1.00	to	1.85	(31.40)	to	(30.80)
	December 31, 2001	10,790,691	6.1712	to	9.7341	73,896,639	-		1.00	to	1.85	(26.04)	to	(25.39)
SI1
	December 31, 2002	1,211,192	10.4234	to	10.6959	12,904,706	3.83		1.00	to	2.05	4.23	to	6.23
	December 31, 2001 (a)	256,166	10.0643	to	10.0890	2,581,663	-		1.15	to	1.85	0.64	to	0.89
SIS
	December 31, 2002	5,060,468	10.7476	to	11.2823	56,213,140	4.38		1.00	to	1.85	5.50	to	6.26
	December 31, 2001	4,516,487	10.1823	to	10.6172	47,304,649	3.32		1.00	to	1.85	1.43	to	17.49
SVS
	December 31, 2002 (c)	131,129	7.8014	to	10.8817	1,072,102	-		1.15	to	2.10	(21.99)	to	8.82
TE1
	December 31, 2002	292,860	5.1135	to	10.9267	1,507,781	-		1.15	to	1.85	(47.37)	to	9.27
	December 31, 2001 (a)	97,036	9.7162	to	9.7402	943,990	-		1.15	to	1.85	(2.84)	to	(2.60)
TEC
	December 31, 2002	5,811,547	2.2680	to	2.5067	14,026,934	-		1.00	to	1.85	(46.99)	to	(46.53)
	December 31, 2001	7,440,220	4.2737	to	4.6876	33,859,676	0.02		1.00	to	1.85	(40.00)	to	(39.48)
TRS
	December 31, 2002	86,032,615	9.4901	to	23.8208	1,430,271,084	3.22		1.00	to	1.85	(68.81)	to	(6.66)
	December 31, 2001	92,999,406	10.2447	to	30.7555	1,718,764,462	3.41		1.00	to	1.85	(1.36)	to	(0.64)
UTS
	December 31, 2002	22,902,575	5.4038	to	16.8792	210,814,418	3.79		1.00	to	1.85	(25.26)	to	(24.72)
	December 31, 2001	32,768,627	7.2083	to	22.4771	406,075,169	3.81		1.00	to	1.85	(25.72)	to	(25.18)
OCA
	December 31, 2002 (b)	16,503	10.8085	to	10.8398	178,514	-		1.35	to	2.05	8.09	to	8.40
OMG
	December 31, 2002 (b)	17,855	9.5579	to	10.1512	180,752	-		1.35	to	2.25	(4.42)	to	1.51
OMS
	December 31, 2002 (b)	15,242	10.0990	to	10.1304	154,060	-		1.35	to	2.10	0.99	to	1.30
PRR
	December 31, 2002 (b)	48,547	10.5171	to	10.5497	511,033	3.18		1.35	to	2.10	5.17	to	5.50
PTR
	December 31, 2002 (b)	144,063	10.3584	to	10.4113	1,494,943	3.71		1.35	to	2.25	3.58	to	4.11
SC3
	December 31, 2002 (b)	27,198	10.0602	to	10.0914	273,956	34.66		1.35	to	2.10	0.60	to	0.91

* Represents the dividends, excluding distributions of capital gains, received by the subaccount 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 recognition of investment income by the subaccount 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 end of the reporting period.

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

(b) For the period August 5, 2002 (commencement of operations) through December 31, 2002.

(c) For the period May 1, 2002 (commencement of operations) through December 31, 2002.

- 43 -

Independent Auditors' Report

To the Participants in Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four, Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive and the Board of Directors of Sun Life Assurance Company of Canada (U.S.):

We have audited the accompanying statements of condition of AIM V.I. Growth Series 2 Sub-Account, AIM V.I. Core Equity Series 2 Sub-Account, 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, AIM V.I. Capital Appreciation Series 2 Sub-Account, AIM V.I. International Growth Series 2 Sub-Account, AIM V.I. Premier Equity Series 2 Sub-Account, Arnhold and S. Bleichroader First Eagle SoGen Overseas Variable Sub-Account, Alger American Growth Sub-Account, Alger American Income and Growth Sub-Account, Alger American Small Capitalization Sub-Account, Alliance VP Premier Growth Sub-Account, Alliance VP Technology Sub-Account, Alliance VP Growth and Income Sub-Account, Alliance VP Worldwide Privatization Sub-Account, Alliance VP 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 VIP Contrafund Sub-Account, Fidelity VIP Overseas Sub-Account, Fidelity VIP Growth Sub-Account, Franklin Templeton VIP Foreign Securities Class 2 Sub-Account, Franklin Templeton VIP Growth Securities Class 2 Sub-Account, Goldman Sachs VIT CORE Large Cap Growth Sub-Account, Goldman Sachs VIT CORE Small Cap Equity Sub-Account, Goldman Sachs VIT CORE U.S. Equity Sub-Account, Goldman Sachs VIT Growth and Income Sub-Account, Goldman Sachs VIT International Equity Sub-Account, Goldman Sachs VIT Internet Tollkeeper Sub-Account, Goldman Sachs VIT Capital Growth Sub-Account, INVESCO VIF Dynamics Sub-Account, INVESCO VIF Small Company Growth Sub-Account, J.P. Morgan Trust II U.S. Disciplined Equity Sub-Account, J.P. Morgan Trust II International Opportunities Sub-Account, J.P. Morgan Trust II 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, PIMCO VIT Emerging Markets Bond Sub-Account, PIMCO VIT High Yield Sub-Account, PIMCO VIT Real Return Sub-Account, PIMCO VIT Total Return Sub-Account, Rydex VT Nova Sub-Account, Rydex VT OTC Sub-Account, Salomon Brothers VS Capital Sub-Account, Salomon Brothers VS Investors Sub-Account, Salomon Brothers VS Strategic Bond Sub-Account, Salomon Brothers VS Total Return Sub-Account, Sun Capital Money Market Sub-Account, Sun Capital Investment Grade Bond Sub-Account, Sun Capital Real Estate Sub-Account, SC Select Equity Sub-Account, SC Blue Chip Mid Cap Sub-Account, SC Investors Foundation Sub-Account, SC Davis Venture Value Sub-Account, SC Davis Financial Sub-Account, SC Value Equity Sub-Account, SC Value Mid Cap Sub-Account, SC Value Small Cap Sub-Account, SC Value Managed Sub-Account, SC INVESCO Technology Sub-Account, SC INVESCO Telecommunications Sub-Account, SC INVESCO Health Sciences Sub-Account, SC INVESCO Energy Sub-Account, SC Neuberger Berman Mid Cap Growth Sub-Account, SC Neuberger Berman Mid Cap Value Sub-Account, SC Alger Growth Sub-Account, SC Alger Income & Growth Sub-Account, SC Alger Small Capitalization Sub-Account, Sun Capital All Cap Sub-Account, of Sun Life of Canada (U.S.) Variable Account F, (the ''Sub-Accounts'') as of December 31, 2002, the related statements of operations for the year then ended and the statements of changes in net assets for the two years in the period then ended. 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, 2002 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, the financial statements referred to above presents fairly, in all material respects, the financial position of the Sub-Accounts as of December 31, 2002, the results of their operations for the year then ended and the changes in their net assets for the two years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

March 21, 2003

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Condition - December 31, 2002

Assets:
Investments in:
AIM Variable Insurance Fund, Inc.	Shares		Cost			Value
V.I. Growth Fund Series 2 (AG2)	6,471		$	76,636		$	72,925
V.I. Core Equity Fund Series 2 (AG3)	6,133		106,844			103,888
V.I. Capital Appreciation Fund (AI1)	1,614,044		41,976,179			26,518,750
V.I. Growth Fund (AI2)	3,017,722		52,510,756			34,100,265
V.I. Growth and Income Fund (AI3)	2,125,315		54,125,398			36,109,101
V.I. International Equity Fund (AI4)	2,039,908		31,460,103			25,478,456
V.I. Value Fund (AI5)	308,948		6,491,122			5,011,133
V.I. Capital Appreciation Fund Series 2 (AI7)	7,176		121,959			117,551
V.I. International Growth Fund Series 2 (AI8)	2,763		33,185			34,395
V.I. Premier Equity Fund Series 2 (AI9)	1,114		18,871			18,018
Arnhold and S. Bleichroader Advisers, Inc.
First Eagle SoGen Overseas Variable Fund (SGI)	2,976,390		40,651,748			44,526,796
The Alger American Fund
Growth Portfolio (AL1)	1,846,858		83,164,775			45,488,122
Income and Growth Portfolio (AL2)	4,263,761		51,167,868			30,869,631
Small Capitalization Portfolio (AL3)	602,180		11,925,303			7,352,617
Alliance Variable Products Series Fund, Inc.
Premier Growth Fund (AN1)	358,665		7,911,104			6,201,326
Technology Fund (AN2)	144,312		2,027,140			1,440,238
Growth and Income Fund (AN3)	1,669,957		33,046,890			27,537,588
Worldwide Privatization Fund (AN4)	205,639		2,435,043			2,358,677
Quasar Fund (AN5)	71,365		567,093			483,853
Credit Suisse Institutional
Emerging Markets Portfolio (CS1)	131,179		1,462,768			975,973
International Equity Portfolio (CS2)	76,147		939,756			508,665
Global Post-Venture Capital Portfolio (CS3)	44,067		692,431			282,030
Small Company Growth Portfolio (CS4)	112,504		1,302,903			1,045,159
Fidelity Variable Insurance Products Funds
VIP Contrafund (FL1)	669,422		12,693,924			12,016,131
VIP Overseas Fund (FL2)	538,791		6,158,166			5,872,825
VIP Growth Fund (FL3)	1,310,676		37,023,973			30,420,785
Franklin Templeton Variable Insurance Products Trust
Growth Securities Fund Class 2 (FTG)	2,868		25,097			24,668
Foreign Securities Fund Class 2 (FTI)	60,725		585,554			572,025
Goldman Sachs Variable Insurance Trust
VIT CORE Large Cap Growth Fund (GS1)	-		-			-
VIT CORE Small Cap Equity Fund (GS2)	534,462		5,614,385			4,911,703
VIT CORE US Equity Fund (GS3)	1,667,118		19,628,844			14,153,831
VIT Growth and Income Fund (GS4)	660,321		6,719,291			5,375,016
VIT International Equity Fund (GS5)	929,498		10,142,403			6,738,859
VIT Internet Tollkeeper Fund (GS6)	-	-			-
VIT Capital Growth Fund (GS7)	251,108	2,301,088			1,951,108
INVESCO Variable Investment Funds, Inc.
Dynamics Fund (IV1)	250,042	2,572,323			2,135,358
Small Company Growth Fund (IV2)	135,535	1,700,049			1,374,325
J.P. Morgan Series Trust II
U.S. Disciplined Equity Portfolio (JP1)	1,128,237	17,061,075			11,101,854
International Opportunities Portfolio (JP2)	621,327	6,637,177			4,473,552
Small Company Portfolio (JP3)	427,422	5,913,877			4,419,549
Lord Abbett Series Fund, Inc.
Growth and Income Portfolio (LA1)	6,184,362	139,064,113			116,451,533
Mid Cap Value (LA2)	3,232,116	47,856,389			44,797,132
International Portfolio (LA3)	200,272	1,161,486			1,021,388
MFS/Sun Life Series Trust
Capital Appreciation Series (CAS)	914,912	23,077,008			12,333,011
Emerging Growth Series (EGS)	2,255,008	42,552,191			23,700,136
Government Securities Series (GSS)	5,463,275	72,658,944			75,666,364
High Yield Series (HYS)	3,678,537	25,122,652			24,131,202

See notes to financial statements.

- 2 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Condition - December 31, 2002 - continued

MFS/Sun Life Series Trust - continued	Shares	Cost		Value
New Discovery S Class (M1A)	1,852,171	$	19,123,900	$	17,299,281
Massachusetts Investors Growth Stock S Class (M1B)	1,092,737	9,486,274		7,605,453
High Yield S Class (MFC)	1,815,888	11,480,967		11,857,747
Capital Appreciation S Class (MFD)	84,392	1,456,244		1,134,232
Utilities S Class (MFE)	370,202	4,006,028		3,420,667
Emerging Growth S Class (MFF)	118,754	1,574,030		1,243,360
Total Return S Class (MFJ)	1,948,261	33,039,801		30,879,937
Government Securities S Class (MFK)	2,696,578	36,150,907		37,239,740
Massachusetts Investors Trust S Class (MFL)	235,165	5,851,398		4,924,354
Massachusetts Investors Growth Stock Series (MIS)	4,452,022	51,793,166		31,030,595
Massachusetts Investors Trust Series (MIT)	1,169,738	35,610,591		24,576,204
Money Market (MMS)	5,650,249	5,650,249		5,650,249
New Discovery Series (NWD)	3,378,612	38,919,224		31,691,379
Total Return Series (TRS)	3,010,596	52,621,903		47,868,482
Utilities Series (UTS)	2,498,245	39,302,857		23,183,715
OCC Accumulation Trust
Equity Portfolio (OP1)	221,467	7,437,283		5,676,209
Mid Cap Portfolio (OP2)	710,524	9,399,084		8,618,651
Small Cap Portfolio (OP3)	170,176	4,901,402		3,662,197
Managed Portfolio (OP4)	56,761	2,234,156		1,860,060
PIMCO Variable Insurance Trust
High Yield Portfolio (PHY)	4,175,588	28,069,589		29,938,965
Emerging Markets Bond Portfolio (PMB)	2,728,402	28,502,267		31,322,058
Real Return Portfolio (PRR)	139,505	1,620,993		1,660,108
Total Return Portfolio (PTR)	4,166,294	42,277,418		42,621,187
Rydex Variable Trust
Nova Fund (RX1)	180,985	987,568		937,500
OTC Fund (RX2)	100,074	1,035,242		905,669
Salomon Brothers Variable Series Funds, Inc.
Capital Fund (SB1)	50,545	742,253		569,133
Investors Fund (SB2)	41,757	542,608		405,465
Strategic Bond Fund (SB3)	322,020	3,255,644		3,345,792
Total Return Fund (SB4)	285,455	2,985,035		2,720,389
Sun Capital Advisers Trust
Sun Capital Money Market Fund (SC1)	143,095,823	143,095,823		143,095,823
Sun Capital Investment Grade Bond Fund (SC2)	6,649,756	63,496,859		64,037,148
Sun Capital Real Estate Fund (SC3)	3,817,035	45,905,632		42,369,085
SC Select Equity Fund (SC4)	883,532	7,433,551		5,840,146
SC Blue Chip Mid Cap Fund (SC5)	4,479,127	56,733,483		51,375,585
SC Investors Foundation Fund (SC6)	537,755	4,607,210		3,586,825
SC Davis Venture Value Fund (SC7)	4,327,881	36,472,410		31,680,089
SC Davis Financial Fund (SC8)	713,659	7,003,396		6,094,649
SC Value Equity Fund (SC9)	450,914	4,454,870		3,390,873
SC Value Mid Cap Fund (SCA)	1,270,186	12,976,882		13,108,321
SC Value Small Cap Fund (SCB)	4,309,071	46,526,146		42,832,167
SC Value Managed Fund ( SCC)	315,821	3,103,563		2,580,261
SC INVESCO Technology Fund (SCD)	-	-		-
SC INVESCO Telecommunications Fund (SCE)	2	5		-
SC INVESCO Health Sciences Fund (SCF)	-	2		-
SC INVESCO Energy Fund (SCG)	-	4		-
SC Neuberger Berman Mid Cap Value Fund (SCH)	543,422	5,194,259		4,841,894
SC Neuberger Berman Mid Cap Growth Fund (SCI)	455,304	3,456,636		2,818,332
SC Alger Growth Fund (SCJ)	797,924	6,100,874		5,681,218
SC Alger Income & Growth Fund (SCK)	601,097	4,670,651		4,424,076
SC Alger Small Capitalization Fund (SCL)	283,997	2,163,952		2,161,213
Sun Capital All Cap Fund (SCM)	18,069	132,026		136,243
		$	1,844,072,199	1,544,180,238
Liability:
Payable to sponsor				(85,864)
Net assets				$		1,544,094,374

See notes to financial statements.

- 3 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Condition - December 31, 2002 - continued

	Applicable to Owners of			Reserve for
Net Assets Applicable Contract Owners:	Deferred Variable Annuity Contracts			Variable
Consoldated Futurity Contracts:		Units	Value	Annuities	Total
AIM Variable Insurance Fund, Inc.
AG2		9,933	$ 72,925	$ -	$ 72,925
AG3		11,314	103,888	-	103,888
AI1		4,517,822	26,486,380	30,144	26,516,524
AI2		8,105,745	34,024,118	72,067	34,096,185
AI3		5,737,435	35,989,088	119,655	36,108,743
AI4		4,224,313	25,418,898	56,059	25,474,957
AI5		824,629	5,011,133	-	5,011,133
AI7		14,094	117,551	-	117,551
AI8		4,093	34,395	-	34,395
AI9		2,289	18,018	-	18,018
Arnhold and S. Bleichroader Advisers, Inc.
SG1		3,996,990	44,526,797	-	44,526,797
The Alger American Fund
AL1		8,205,394	45,388,641	97,279	45,485,920
AL2		4,500,052	30,707,619	150,764	30,858,383
AL3		1,566,452	7,326,736	24,835	7,351,571
Alliance Variable Products Series Fund, Inc.
AN1		1,052,237	6,201,326	-	6,201,326
AN2		304,747	1,440,238	-	1,440,238
AN3		3,865,669	27,508,188	28,150	27,536,338
AN4		287,342	2,331,665	32,089	2,363,754
AN5		75,132	483,853	-	483,853
Credit Suisse Institutional Fund, Inc.
CS1		107,756	960,829	14,372	975,201
CS2		76,619	508,044	592	508,636
CS3		43,870	271,499	9,173	280,672
CS4		139,231	1,042,956	2,060	1,045,016
Fidelity Variable Insurance Products Funds
FL1		1,422,859	12,015,746	28,053	12,043,799
FL2		923,348	5,872,825	-	5,872,825
FL3		5,065,258	30,402,712	18,174	30,420,886
Franklin Templeton Variable Insurance Products Trust
FTG		2,357	24,668	-	24,668
FTI		54,719	572,025	-	572,025
Goldman Sachs Variable Insurance Trust
GS1		-	-	-	-
GS2		505,836	4,864,488	44,822	4,909,310
GS3		1,993,373	14,074,233	76,684	14,150,917
GS4		703,658	5,360,480	14,592	5,375,072
GS5		1,048,203	6,710,504	27,337	6,737,841
GS6		-	-	-	-
GS7		294,424	1,951,108	-	1,951,108
INVESCO Variable Investment Funds, Inc.
IV1		393,726	2,135,358	-	2,135,358
IV2		227,469	1,374,325	-	1,374,325
J.P. Morgan Series Trust II
JP1		1,646,234	11,019,004	80,922	11,099,926
JP2		691,691	4,459,173	13,327	4,472,500
JP3		565,247	4,388,064	30,683	4,418,747
Lord Abbett Series Fund, Inc.
LA1		12,899,028	116,305,243	145,182	116,450,425
LA2		4,868,436	44,732,325	64,999	44,797,324
LA3		158,181	1,021,388	-	1,021,388
MFS/Sun Life Series Trust
CAS		2,385,864	12,294,335	36,630	12,330,965
EGS		4,741,685	23,602,706	92,114	23,694,820
GSS		6,101,434	75,573,816	86,691	75,660,507

See notes to financial statements.

- 4 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Condition - December 31, 2002 - continued

	Applicable to Owners of			Reserve for
	Deferred Variable Annuity Contracts			Variable
		Units	Value	Annuities	Total
MFS/Sun Life Series Trust - continued
HYS		2,506,679	$ 24,023,858	$ 103,209	$ 24,127,067
M1A		2,563,610	17,299,131	149	17,299,280
M1B		1,096,685	7,605,453	-	7,605,453
MFC		1,187,722	11,836,857	20,766	11,857,623
MFD		175,129	1,134,232	-	1,134,232
MFE		510,083	3,420,493	172	3,420,665
MFF		196,254	1,243,360	-	1,243,360
MFJ		3,318,943	30,695,998	182,559	30,878,557
MFK		3,416,760	37,239,740	-	37,239,740
MFL		656,869	4,924,354	-	4,924,354
MIS		5,812,738	30,953,849	77,781	31,031,630
MIT		3,718,258	24,449,985	113,918	24,563,903
MMS		496,876	5,650,249	-	5,650,249
NWD		4,545,469	31,688,539	2,643	31,691,182
TRS		4,565,050	47,783,949	80,760	47,864,709
UTS		3,365,478	22,994,273	182,570	23,176,843
OCC Accumulation Trust
OP1		687,993	5,657,881	17,861	5,675,742
OP2		579,459	8,571,598	44,008	8,615,606
OP3		330,269	3,633,081	27,188	3,660,269
OP4		206,097	1,860,060	-	1,860,060
PIMCO Variable Insurance Trust
PHY		2,764,653	29,938,965	-	29,938,965
PMB		2,694,865	31,322,058	-	31,322,058
PRR		161,628	1,629,488	30,793	1,660,281
PTR		4,171,216	42,601,121	20,180	42,621,301
Rydex Variable Trust
RX1		178,307	937,500	-	937,500
RX2		184,922	905,669	-	905,669
Salomon Brothers Variable Series Funds, Inc.
SB1		50,322	569,133	-	569,133
SB2		44,173	405,465	-	405,465
SB3		266,350	3,312,936	30,655	3,343,591
SB4		280,674	2,706,892	12,646	2,719,538
Sun Capital Advisers Trust
SC1		13,525,823	142,901,532	187,108	143,088,640
SC2		5,494,856	63,796,460	226,116	64,022,576
SC3		3,241,508	42,326,541	41,845	42,368,386
SC4		1,023,813	5,838,591	1,311	5,839,902
SC5		5,545,133	51,303,238	64,993	51,368,231
SC6		557,939	3,578,477	7,951	3,586,428
SC7		4,409,222	31,597,397	81,366	31,678,763
SC8		734,726	6,074,986	19,143	6,094,129
SC9		449,981	3,390,869	-	3,390,869
SCA		1,323,897	13,075,573	33,343	13,108,916
SCB		4,469,212	42,800,106	32,598	42,832,704
SCC		324,332	2,580,261	-	2,580,261
SCD		-	-	-	-
SCE		-	-	-	-
SCF		-	-	-	-
SCG		-	-	-	-
SCH		550,836	4,813,734	28,968	4,842,702
SCI		461,060	2,818,332	-	2,818,332
SCJ		760,555	5,681,218	-	5,681,218
SCK		568,391	4,424,076	-	4,424,076
SCL		282,059	2,161,213	-	2,161,213
SCM		18,231	136,243	-	136,243
			$ 1,541,024,325	$ 3,070,049	$ 1,544,094,374

See notes to financial statements.

- 5 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Operations - Year Ended December 31, 2002

		AG2 Sub- Account			AG3 Sub- Account			AI1 Sub- Account			AI2 Sub- Account			AI3 Sub- Account			AI4 Sub- Account
Income and expenses:
Dividend income	$	-		$	223		$	-		$	-		$	135,562		$	174,509
Mortality and expense risk charges		(137	)		(395	)		(456,996	)		(494,605	)		(594,176	)		(641,787	)
Distribution expense charges		(16	)		(47	)		(54,839	)		(59,353	)		(71,301	)		(77,014	)
Net investment income (loss)	$	(153	)	$	(219	)	$	(511,835	)	$	(553,958	)	$	(529,915	)	$	(544,292	)
Realized and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(22	)	$	(61	)	$	(14,113,204	)	$	(20,257,517	)	$	(10,251,685	)	$	(20,227,544	)
Realized gain distribution		-			-			-			-			-			-
Net realized gains (losses)	$	(22	)	$	(61	)	$	(14,113,204	)	$	(20,257,517	)	$	(10,251,685	)	$	(20,227,544	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(3,711	)	$	(2,956	)	$	(15,457,429	)	$	(18,410,491	)	$	(18,016,297	)	$	(5,981,647	)
Beginning of year		-			-			(19,289,829	)		(23,256,803	)		(19,963,976	)		(16,287,879	)
Change in unrealized appreciation (depreciation)	$	(3,711	)	$	(2,956	)	$	3,832,400		$	4,846,312		$	1,947,679		$	10,306,232
Realized and unrealized gains (losses)	$	(3,733	)	$	(3,017	)	$	(10,280,804	)	$	(15,411,205	)	$	(8,304,006	)	$	(9,921,312	)
Increase (Decrease) in net assets from operations	$	(3,886	)	$	(3,236	)	$	(10,792,639	)	$	(15,965,163	)	$	(8,833,921	)	$	(10,465,604	)
		AI5 Sub- Account			AI7 Sub- Account			AI8 Sub- Account			AI9 Sub- Account			SGI Sub- Account			AL1 Sub- Account
Income and expenses:
Dividend income	$	20,404		$	-		$	281		$	69		$	113,708		$	27,813
Mortality and expense risk charges		(69,126	)		(246	)		(1,498	)		(88	)		(125,722	)		(850,269	)
Distribution expense charges		(8,295	)		(29	)		(180	)		(11	)		(15,087	)		(102,032	)
Net investment income (loss)	$	(57,017	)	$	(275	)	$	(1,397	)	$	(30	)	$	(27,101	)	$	(924,488	)
Realzed and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(535,310	)	$	(23	)	$	(50,508	)	$	(1,933	)	$	94,995		$	(20,570,282	)
Realized gain distribution		-			-			-			-			625,393			-
Net realized gains (losses)	$	(535,310	)	$	(23	)	$	(50,508	)	$	(1,933	)	$	720,388		$	(20,570,282	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(1,479,989	)	$	(4,408	)	$	1,210		$	(853	)	$	3,875,048		$	(37,676,653	)
Beginning of year		(36,876	)		-			-			-			-			(30,743,804	)
Change in unrealized appreciation (depreciation)	$	(1,443,113	)	$	(4,408	)	$	1,210		$	(853	)	$	3,875,048		$	(6,932,849	)
Realized and unrealized gains (losses)	$	(1,978,423	)	$	(4,431	)	$	(49,298	)	$	(2,786	)	$	4,595,436		$	(27,503,131	)
Increase (Decrease) in net assets from operations	$	(2,035,440	)	$	(4,706	)	$	(50,695	)	$	(2,816	)	$	4,568,335		$	(28,427,619	)

See notes to financial statements.

- 6 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Operations - Year Ended December 31, 2002 - continued

		AL2 Sub- Account			AL3 Sub- Account			AN1 Sub- Account			AN2 Sub- Account			AN3 Sub- Account			AN4 Sub- Account
Income and expenses:
Dividend income	$	300,031		$	-		$	-		$	-		$	142,890		$	29,213	)
Mortality and expense risk charges		(579,839	)		(130,734	)		(81,587	)		(19,167	)		(326,452	)		(17,477	)
Distribution expense charges		(69,581	)		(15,688	)		(9,790	)		(2,300	)		(39,174	)		(2,097	)
Net investment income (loss)	$	(349,389	)	$	(146,422	)	$	(91,377	)	$	(21,467	)	$	(222,736	)	$	9,639
Realized and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(11,535,235	)	$	(3,099,156	)	$	(577,551	)	$	(229,950	)	$	(1,884,559	)	$	(94,121	)
Realized gain distribution		-			-			-			-			878,358			-
Net realized gains (losses)	$	(11,535,235	)	$	(3,099,156	)	$	(577,551	)	$	(229,950	)	$	(1,006,201	)	$	(94,121	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(20,298,237	)	$	(4,572,686	)	$	(1,709,778	)	$	(586,902	)	$	(5,509,302	)	$	(76,366	)
Beginning of year		(13,957,724	)		(4,363,389	)		56,136			16,860			342,231			7,209
Change in unrealized appreciation (depreciation)	$	(6,340,513	)	$	(209,297	)	$	(1,765,914	)	$	(603,762	)	$	(5,851,533	)	$	(83,575	)
Realized and unrealized gains (losses)	$	(17,875,748	)	$	(3,308,453	)	$	(2,343,465	)	$	(833,712	)	$	(6,857,734	)	$	(177,696	)
Increase (Decrease) in net assets from operations	$	(18,225,137	)	$	(3,454,875	)	$	(2,434,842	)	$	(855,179	)	$	(7,080,470	)	$	(168,057	)
		AN5 Sub- Account			CS1 Sub- Account			CS2 Sub- Account			CS3 Sub- Account			CS4 Sub- Account			FL1 Sub- Account
Income and expenses:
Dividend income	$	-		$	2,086		$	-		$	-		$	-		$	26,967
Mortality and expense risk charges		(15,557	)		(14,744	)		(8,651	)		(4,976	)		(21,481	)		(96,973	)
Distribution expense charges		(1,867	)		(1,769	)		(1,038	)		(597	)		(2,578	)		(11,637	)
Net investment income (loss)	$	(17,424	)	$	(14,427	)	$	(9,689	)	$	(5,573	)	$	(24,059	)	$	(81,643	)
Realzed and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(714,116	)	$	(233,550	)	$	(327,627	)	$	(168,636	)	$	(665,130	)	$	(181,390	)
Realized gain distribution		-			-			-			-			-			-
Net realized gains (losses)	$	(714,116	)	$	(233,550	)	$	(327,627	)	$	(168,636	)	$	(665,130	)	$	(181,390	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(83,240	)	$	(486,795	)	$	(431,091	)	$	(410,401	)	$	(257,744	)	$	(677,793	)
Beginning of year		(226,228	)		(589,429	)		(613,154	)		(413,135	)		(92,023	)		67,947
Change in unrealized appreciation (depreciation)	$	142,988		$	102,634		$	182,063		$	2,734		$	(165,721	)	$	(745,740	)
Realized and unrealized gains (losses)	$	(571,128	)	$	(130,916	)	$	(145,564	)	$	(165,902	)	$	(830,851	)	$	(927,130	)
Increase (Decrease) in net assets from operations	$	(588,552	)	$	(145,343	)	$	(155,253	)	$	(171,475	)	$	(854,910	)	$	(1,008,773	)

See notes to financial statements.

- 7 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Operations - Year Ended December 31, 2002 - continued

		FL2 Sub- Account			FL3 Sub- Account			FTG Sub- Account			FTI Sub- Account			GS1 Sub- Account			GS2 Sub- Account
Income and expenses:
Dividend income	$	188,312		$	42,552		$	-		$	-		$	-		$	14,872
Mortality and expense risk charges		(334,150	)		(484,287	)		(20	)		(824	)		(89,658	)		(81,430	)
Distribution expense charges		(40,098	)		(58,114	)		(2	)		(99	)		(10,759	)		(9,772	)
Net investment income (loss)	$	(185,936	)	$	(499,849	)	$	(22	)	$	(923	)	$	(100,417	)	$	(76,330	)
Realized and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(9,388,850	)	$	(9,566,138	)	$	19		$	102		$	(11,680,900	)	$	(31,644	)
Realized gain distribution		-			-			-			-			-			-
Net realized gains (losses)	$	(9,388,850	)	$	(9,566,138	)	$	19		$	102		$	(11,680,900	)	$	(31,644	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(285,341	)	$	(6,603,188	)	$	(429	)	$	(13,529	)	$	-		$	(702,682	)
Beginning of year		87,436			104,360			-			-			(9,594,975	)		315,724
Change in unrealized appreciation (depreciation)	$	(372,777	)	$	(6,707,548	)	$	(429	)	$	(13,529	)	$	9,594,975		$	(1,018,406	)
Realized and unrealized gains (losses)	$	(9,761,627	)	$	(16,273,686	)	$	(410	)	$	(13,427	)	$	(2,085,925	)	$	(1,050,050	)
Increase (Decrease) in net assets from operations	$	(9,947,563	)	$	(16,773,535	)	$	(432	)	$	(14,350	)	$	(2,186,342	)	$	(1,126,380	)
		GS3 Sub- Account			GS4 Sub- Account			GS5 Sub- Account			GS6 Sub- Account			GS7 Sub- Account			IV1 Sub- Account
Income and expenses:
Dividend income	$	92,425		$	87,622		$	83,238		$	-		$	4,145		$	-
Mortality and expense risk charges		(213,037	)		(83,636	)		(108,129	)		(1,507	)		(20,501	)		(22,849	)
Distribution expense charges		(25,564	)		(10,036	)		(12,976	)		(181	)		(2,460	)		(2,742	)
Net investment income (loss)	$	(146,176	)	$	(6,050	)	$	(37,867	)	$	(1,688	)	$	(18,816	)	$	(25,591	)
Realzed and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(2,239,211	)	$	(533,536	)	$	(1,804,739	)	$	(68,311	)	$	(86,049	)	$	(266,168	)
Realized gain distribution		-			-			-			-			-			-
Net realized gains (losses)	$	(2,239,211	)	$	(533,536	)	$	(1,804,739	)	$	(68,311	)	$	(86,049	)	$	(266,168	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(5,475,013	)	$	(1,344,275	)	$	(3,403,544	)	$	-		$	(349,980	)	$	(436,965	)
Beginning of year		(3,312,092	)		(967,639	)		(3,367,882	)		3,771			(3,286	)		43,710
Change in unrealized appreciation (depreciation)	$	(2,162,921	)	$	(376,636	)	$	(35,662	)	$	(3,771	)	$	(346,694	)	$	(480,675	)
Realized and unrealized gains (losses)	$	(4,402,132	)	$	(910,172	)	$	(1,840,401	)	$	(72,082	)	$	(432,743	)	$	(746,843	)
Increase (Decrease) in net assets from operations	$	(4,548,308	)	$	(916,222	)	$	(1,878,268	)	$	(73,770	)	$	(451,559	)	$	(772,434	)

See notes to financial statements.

- 8 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Operations - Year Ended December 31, 2002 - continued

		IV2 Sub- Account			JP1 Sub- Account			JP2 Sub- Account			JP3 Sub- Account			LA1 Sub- Account			LA2 Sub- Account
Income and expenses:
Dividend income	$	-		$	7,480		$	29,291		$	12,222		$	689,194		$	252,660
Mortality and expense risk charges		(18,511	)		(189,708	)		(76,229	)		(74,733	)		(1,742,538	)		(480,572	)
Distribution expense charges		(2,221	)		(22,765	)		(9,147	)		(8,968	)		(209,105	)		(57,669	)
Net investment income (loss)	$	(20,732	)	$	(204,993	)	$	(56,085	)	$	(71,479	)	$	(1,262,449	)	$	(285,581	)
Realized and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(178,760	)	$	(2,568,239	)	$	(1,139,542	)	$	(537,148	)	$	(9,973,743	)	$	(531,610	)
Realized gain distribution		-			-			-			-			15,411			-
Net realized gains (losses)	$	(178,760	)	$	(2,568,239	)	$	(1,139,542	)	$	(537,148	)	$	(9,958,332	)	$	(531,610	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(325,724	)	$	(5,959,221	)	$	(2,163,625	)	$	(1,494,328	)	$	(22,612,580	)	$	(3,059,257	)
Beginning of year		33,775			(4,204,793	)		(2,067,752	)		(613,618	)		(840,914	)		729,007
Change in unrealized appreciation (depreciation)	$	(359,499	)	$	(1,754,428	)	$	(95,873	)	$	(880,710	)	$	(21,771,666	)	$	(3,788,264	)
Realized and unrealized gains (losses)	$	(538,259	)	$	(4,322,667	)	$	(1,235,415	)	$	(1,417,858	)	$	(31,729,998	)	$	(4,319,874	)
Increase (Decrease) in net assets from operations	$	(558,991	)	$	(4,527,660	)	$	(1,291,500	)	$	(1,489,337	)	$	(32,992,447	)	$	(4,605,455	)
		LA3 Sub- Account			CAS Sub- Account			EGS Sub- Account			GSS Sub- Account			HYS Sub- Account			M1A Sub- Account
Income and expenses:
Dividend income	$	9,516		$	33,312		$	-		$	2,556,633		$	4,232,519		$	-
Mortality and expense risk charges		(9,837	)		(232,857	)		(466,820	)		(782,028	)		(474,933	)		(107,996	)
Distribution expense charges		(1,180	)		(27,943	)		(56,019	)		(93,843	)		(56,992	)		(12,960	)
Net investment income (loss)	$	(1,501	)	$	(227,488	)	$	(522,839	)	$	1,680,762		$	3,700,594		$	(120,956	)
Realzed and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(36,117	)	$	(13,917,750	)	$	(26,523,794	)	$	1,046,022		$	(6,315,314	)	$	(231,333	)
Realized gain distribution		-			-			-			-			-			-
Net realized gains (losses)	$	(36,117	)	$	(13,917,750	)	$	(26,523,794	)	$	1,046,022		$	(6,315,314	)	$	(231,333	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(140,098	)	$	(10,743,997	)	$	(18,852,055	)	$	3,007,420		$	(991,450	)	$	(1,824,619	)
Beginning of year		(3,026	)		(16,711,126	)		(28,422,551	)		979,569			(3,320,165	)		228,510
Change in unrealized appreciation (depreciation)	$	(137,072	)	$	5,967,129		$	9,570,496		$	2,027,851		$	2,328,715		$	(2,053,129	)
Realized and unrealized gains (losses)	$	(173,189	)	$	(7,950,621	)	$	(16,953,298	)	$	3,073,873		$	(3,986,599	)	$	(2,284,462	)
Increase (Decrease) in net assets from operations	$	(174,690	)	$	(8,178,109	)	$	(17,476,137	)	$	4,754,635		$	(286,005	)	$	(2,405,418	)

See notes to financial statements.

- 9 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Operations - Year Ended December 31, 2002 - continued

		MIB Sub- Account			MFC Sub- Account			MFD Sub- Account			MFE Sub- Account			MFF Sub- Account			MFJ Sub- Account
Income and expenses:
Dividend income	$	8,274		$	1,168,073		$	1,794		$	139,805		$	-		$	607,795
Mortality and expense risk charges		(87,411	)		(157,516	)		(14,517	)		(44,852	)		(15,742	)		(285,768	)
Distribution expense charges		(10,489	)		(18,902	)		(1,742	)		(5,382	)		(1,889	)		(34,292	)
Net investment income (loss)	$	(89,626	)	$	991,655		$	(14,465	)	$	89,571		$	(17,631	)	$	287,735
Realized and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(253,264	)	$	(1,502,594	)	$	(110,222	)	$	(556,741	)	$	(161,275	)	$	(500,955	)
Realized gain distribution		-			-			-			-			-			630,443
Net realized gains (losses)	$	(253,264	)	$	(1,502,594	)	$	(110,222	)	$	(556,741	)	$	(161,275	)	$	129,488
Net unrealized appreciation (depreciation) on investments:
End of year	$	(1,880,821	)	$	376,780		$	(322,012	)	$	(585,361	)	$	(330,670	)	$	(2,159,864	)
Beginning of year		137,455			48,150			32,632			10,354			35,101			212,888
Change in unrealized appreciation (depreciation)	$	(2,018,276	)	$	328,630		$	(354,644	)	$	(595,715	)	$	(365,771	)	$	(2,372,752	)
Realized and unrealized gains (losses)	$	(2,271,540	)	$	(1,173,964	)	$	(464,866	)	$	(1,152,456	)	$	(527,046	)	$	(2,243,264	)
Increase (Decrease) in net assets from operations	$	(2,361,166	)	$	(182,309	)	$	(479,331	)	$	(1,062,885	)	$	(544,677	)	$	(1,955,529	)
		MFK Sub- Account			MFL Sub- Account			MIS Sub- Account			MIT Sub- Account			MMS Sub- Account			NWD Sub- Account
Income and expenses:
Dividend income	$	731,966		$	40,478		$	62,657		$	340,094		$	81,194		$	-
Mortality and expense risk charges		(275,223	)		(55,271	)		(551,881	)		(418,369	)		(79,413	)		(369,902	)
Distribution expense charges		(33,027	)		(6,633	)		(66,226	)		(50,204	)		(9,530	)		(44,388	)
Net investment income (loss)	$	423,716		$	(21,426	)	$	(555,450	)	$	(128,479	)	$	(7,749	)	$	(414,290	)
Realzed and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	107,010		$	(119,219	)	$	(14,895,496	)	$	(5,784,582	)	$	-		$	(4,769,173	)
Realized gain distribution		-			-			-			-			-			-
Net realized gains (losses)	$	107,010		$	(119,219	)	$	(14,895,496	)	$	(5,784,582	)	$	-		$	(4,769,173	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	1,088,833		$	(927,044	)	$	(20,762,571	)	$	(11,034,387	)	$	-		$	(7,227,845)
Beginning of year		(27,168	)		64,437			(20,687,760	)		(8,400,282	)		-			(1,423,676)
Change in unrealized appreciation (depreciation)	$	1,116,001		$	(991,481	)	$	(74,811	)	$	(2,634,105	)	$	-		$	(5,804,169	)
Realized and unrealized gains (losses)	$	1,223,011		$	(1,110,700	)	$	(14,970,307	)	$	(8,418,687	)	$	-		$	(10,573,342	)
Increase (Decrease) in net assets from operations	$	1,646,727		$	(1,132,126	)	$	(15,525,757	)	$	(8,547,166	)	$	(7,749	)	$	(10,987,632	)

See notes to financial statements.

- 10 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Operations - Year Ended December 31, 2002 - continued

	TRS Sub- Account			UTS Sub- Account			OP1 Sub- Account					OP2 Sub- Account				OP3 Sub- Account						OP4 Sub- Account
Income and expenses:
Dividend income	$	1,558,563		$	1,220,436		$		83,133			$	-				$	4,961				$		58,318
Mortality and expense risk charges		(637,280	)		(404,592	)			(102,572		)		(150,830	)				(78,870			)			(33,773	)
Distribution expense charges		(76,474	)		(48,551	)			(12,309		)		(18,100	)				(9,464			)			(4,053	)
Net investment income (loss)	$	844,809		$	767,293		$		(31,748		)	$	(168,930	)			$	(83,373			)	$		20,492
Realized and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(2,633,523	)	$	(13,644,842	)	$		(663,846		)	$	(78,798	)			$	(566,139			)	$		(215,549	)
Realized gain distributions		1,609,429			-				74,199				254,971					1,076,818						-
Net realized gains (losses)	$	(1,024,094	)	$	(13,644,842	)	$		(589,647		)	$	176,173				$	510,679				$		(215,549	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(4,753,421	)	$	(16,119,142	)	$		(1,761,074		)	$	(780,433	)			$	(1,239,205			)	$		(374,096	)
Beginning of year		(1,103,596	)		(17,927,375	)			(217,662		)		573,762					729,690						(31,262	)
Change in unrealized appreciation (depreciation)	$	(3,649,825	)	$	1,853,233		$		(1,543,412		)	$	(1,354,195	)			$	(1,968,895			)	$		(342,834	)
Realized and unrealized gains (losses)	$	(4,673,919	)	$	(11,791,609	)	$		(2,133,059		)	$	(1,178,022	)			$	(1,458,216			)	$		(558,383	)
Increase (Decrease) in net assets from operations	$	(3,829,110	)	$	(11,024,316	)	$		(2,164,807		)	$	(1,346,952	)			$	(1,541,589			)	$		(537,891	)
	PHY Sub- Account			PMB Sub- Account			PRR Sub- Account					PTR Sub- Account				RX1 Sub- Account						RX2 Sub- Account
Income and expenses:
Dividend income	$	536,983		$	438,887		$	6,037				$	186,773			$			14,632			$	-
Mortality and expense risk charges		(83,034	)		(88,809	)		(2,080		)			(61,674		)				(5,706	)			(16,975		)
Distribution expense charges		(9,964	)		(10,657	)		(250		)			(7,401		)				(685	)			(2,037		)
Net investment income (loss)	$	443,985		$	339,421		$	3,707				$	117,698			$			8,241			$	(19,012		)
Realized and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	20,814		$	78,162		$	(127		)		$	(1,222		)	$			(229,567	)		$	(758,725		)
Realized gain distributions		-			-			2,452					193,741						-				-
Net realized gains (losses)	$	20,814		$	78,162		$	2,325				$	192,519			$			(229,567	)		$	(758,725		)
Net unrealized appreciation (depreciation) on investments:
End of year	$	1,869,376		$	2,819,791		$	39,115				$	343,769			$			(50,068	)		$	(129,573		)
Beginning of year		-			-			-					-						7,255				(53,260		)
Change in unrealized appreciation (depreciation)	$	1,869,376		$	2,819,791		$	39,115				$	343,769			$			(57,323	)		$	(76,313		)
Realized and unrealized gains (losses)	$	1,890,190		$	2,897,953		$	41,440				$	536,288			$			(286,890	)		$	(835,038		)
Increase (Decrease) in net assets from operations	$	2,334,175		$	3,237,374		$	45,147				$	653,986			$			(278,649	)		$	(854,050		)

- 11 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Operations - Year Ended December 31, 2002 - continued

	SB1 Sub- Account				SB2 Sub- Account				SB3 Sub- Account						SB4 Sub- Account					SC1 Sub- Account					SC2 Sub- Account
Income and expenses:
Dividend income		$	2,812			$	5,399			$		167,528				$	41,649				$	1,410,329				$		5,371,677
Mortality and expense risk charges			(9,662	)			(6,069	)				(45,525		)			(41,118	)				(1,638,334		)				(1,253,982	)
Distribution expense charges			(1,159	)			(728	)				(5,463		)			(4,934	)				(196,600		)				(150,478	)
Net investment income (loss)		$	(8,009	)		$	(1,398	)		$		116,540				$	(4,403	)			$	(424,605		)		$		3,967,217
Realized and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares		$	(23,728	)		$	(7,978	)		$		58,790				$	(97,970	)			$	-				$		(809,059	)
Realized gain distributions			-				-					-					-					-						-
Net realized gains (losses)		$	(23,728	)		$	(7,978	)		$		58,790				$	(97,970	)			$					$		(809,059	)
Net unrealized appreciation (depreciation) on investments:
End of year		$	(173,120	)		$	(137,143	)		$		90,148				$	(264,646	)			$	-				$		540,289
Beginning of year			39,904				(8,410	)				16,703					(78,415	)				-						304,709
Change in unrealized appreciation (depreciation)		$	(213,024	)		$	(128,733	)		$		73,445				$	(186,231	)			$	-				$		235,580
Realized and unrealized gains (losses)		$	(236,752	)		$	(136,711	)		$		132,235				$	(284,201	)			$	-				$		(573,479	)
Increase (Decrease) in net assets from operations		$	(246,761	)		$	(138,109	)		$		248,775				$	(288,604	)			$	(424,605		)		$		3,393,738
		SC3 Sub- Account				SC4 Sub- Account				SC5 Sub- Account						SC6 Sub- Account					SC7 Sub- Account					SC8 Sub- Account
Income and expenses:
Dividend income		$	1,778,116			$	10,114			$	-					$	18,799				$		1,135			$	10,936
Mortality and expense risk charges			(384,301	)			(92,534	)			(689,282		)				(48,492		)				(422,063	)			(95,213		)
Distribution expense charges			(46,116	)			(11,104	)			(82,714		)				(5,819		)				(50,648	)			(11,426		)
Net investment income (loss)		$	1,347,699			$	(93,524	)		$	(771,996		)			$	(35,512		)		$		(471,576	)		$	(95,703		)
Realized and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares		$	761,049			$	(609,706	)		$	(2,548,887		)			$	(337,695		)		$		(1,400,119	)		$	(873,219		)
Realized gain distributions			2,288,112				-				-						-						-				-
Net realized gains (losses)		$	3,049,161			$	(609,706	)		$	(2,548,887		)			$	(337,695		)		$		(1,400,119	)		$	(873,219		)
Net unrealized appreciation (depreciation) on investments:
End of year		$	(3,536,547	)		$	(1,593,405	)		$	(5,357,898		)			$	(1,020,385		)		$		(4,792,321	)		$	(908,747		)
Beginning of year			357,953				276,052				495,743						(198,397		)				24,003				(60,580		)
Change in unrealized appreciation (depreciation)		$	(3,894,500	)		$	(1,869,457	)		$	(5,853,641		)			$	(821,988		)		$		(4,816,324	)		$	(848,167		)
Realized and unrealized gains (losses)		$	(845,339	)		$	(2,479,163	)		$	(8,402,528		)			$	(1,159,683		)		$		(6,216,443	)		$	(1,721,386		)
Increase (Decrease) in net assets from operations		$	502,360			$	(2,572,687	)		$	(9,174,524		)			$	(1,195,195		)		$		(6,688,019	)		$	(1,817,089		)

See notes to financial statements

- 12 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Operations - Year Ended December 31, 2002 - continued

	SC9 Sub- Account			SCA Sub- Account			SCB Sub- Account					SCC Sub- Account				SCD Sub- Account						SCE Sub- Account
Income and expenses:
Dividend income	$	31,322		$	8,116		$		-			$	22,101				$	-				$		-
Mortality and expense risk charges		(47,330	)		(169,222	)			(336,633		)		(31,587	)				(20,912			)			(4,918	)
Distribution expense charges		(5,680	)		(20,307	)			(40,396		)		(3,790	)				(2,509			)			(590	)
Net investment income (loss)	$	(21,688	)	$	(181,413	)	$		(377,029		)	$	(13,276	)			$	(23,421			)	$		(5,508	)
Realized and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(668,923	)	$	(331,103	)	$		(1,051,344		)	$	(240,791	)			$	(1,201,719			)	$		(281,006	)
Realized gain distributions		-			-	-			619,944				-					-				-		-
Net realized gains (losses)	$	(668,923	)	$	(331,103	)	$		(431,400		)	$	(240,791	)			$	(1,201,719			)	$		(281,006	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(1,063,997	)	$	131,439		$		(3,693,979		)	$	(523,302	)			$	-				$		(5	)
Beginning of year		(304,911	)		935,930				1,216,421				(99,052	)				(107,959			)			(17,453	)
Change in unrealized appreciation (depreciation)	$	(759,086	)	$	(804,491	)	$		(4,910,400		)	$	(424,250	)			$	107,959				$		17,448
Realized and unrealized gains (losses)	$	(1,428,009	)	$	(1,135,594	)	$		(5,341,800		)	$	(665,041	)			$	(1,093,760			)	$		(263,558	)
Increase (Decrease) in net assets from operations	$	(1,449,697	)	$	(1,317,007	)	$		(5,718,829		)	$	(678,317	)			$	(1,117,181			)	$		(269,066	)
	SCF Sub- Account			SCG Sub- Account			SCH Sub- Account					SCI Sub- Account				SCJ Sub- Account						SCK Sub- Account
Income and expenses:
Dividend income	$	-		$	-		$	5,550				$	-			$			3,119			$	8,155
Mortality and expense risk charges		(68,503	)		(23,408	)		(44,492		)			(37,522		)				(29,640	)			(22,275		)
Distribution expense charges		(8,220	)		(2,809	)		(5,339		)			(4,503		)				(3,557	)			(2,673		)
Net investment income (loss)	$	(76,723	)	$	(26,217	)	$	(44,281		)		$	(42,025		)	$			(30,078	)		$	(16,793		)
Realized and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(1,545,825	)	$	(306,876	)	$	(93,940		)		$	(566,365		)	$			(445,030	)		$	(347,530		)
Realized gain distributions		-			-			-					-						-				-
Net realized gains (losses)	$	(1,545,825	)	$	(306,876	)	$	(93,940		)		$	(566,365		)	$			(445,030	)		$	(347,530		)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(2	)	$	(4	)	$	(352,365		)		$	(638,304		)	$			(419,656	)		$	(246,575		)
Beginning of year		32,831			13,895			57,560					(119,683		)				-				-
Change in unrealized appreciation (depreciation)	$	(32,833	)	$	(13,899	)	$	(409,925		)		$	(518,621		)	$			(419,656	)		$	(246,575		)
Realized and unrealized gains (losses)	$	(1,578,658	)	$	(320,775	)	$	(503,865		)		$	(1,084,986		)	$			(864,686	)		$	(594,105		)
Increase (Decrease) in net assets from operations	$	(1,655,381	)	$	(346,992	)	$	(548,146		)		$	(1,127,011		)	$			(894,764	)		$	(610,898		)

See notes to financial statements

- 13 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Operations - Year Ended December 31, 2002 - continued

	SCL Sub- Account			SCM Sub- Account
Income and expenses:
Dividend income	$	-		$	204
Mortality and expense risk charges		(8,114	)		(386	)
Distribution expense charges		(974	)		(46	)
Net investment income (loss)	$	(9,088	)	$	(228	)
Realized and unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(116,851	)	$	(981	)
Realized gain distributions		-			-	-
Net realized gains (losses)	$	(116,851	)	$	(981	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(2,739	)	$	4,217
Beginning of year		-			-
Change in unrealized appreciation (depreciation)	$	(2,739	)	$	4,217
Realized and unrealized gains (losses)	$	(119,590	)	$	3,236
Increase (Decrease) in net assets from operations	$	(128,678	)	$	3,008

See notes to financial statements

- 14 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Changes in Net Assets

	AG2 Sub-Account			AG3 Sub-Account				AI1 Sub-Account						AI2 Sub-Account						AI3 Sub-Account						AI4 Sub-Account
	Period Ended December 31, 2002 (c)				Period Ended December 31, 2002 (c)			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001
Operations:
Net investment income (loss)	$	(153	)		$	(219	)	$	(511,835	)	$	(658,832	)	$	(553,958	)	$	(571,949	)	$	(529,915	)	$	(832,252	)	$	(544,292	)	$	(637,001	)
Net realized gains (losses)		(22	)			(61	)		(14,113,204	)		(426,522	)		(20,257,517	)		(12,363,043	)		(10,251,685	)		(4,712,967	)		(20,227,544	)		(12,085,200	)
Net unrealized gains (losses)		(3,711	)			(2,956	)		3,832,400			(11,895,772	)		4,846,312			(8,730,945	)		1,947,679			(11,446,923	)		10,306,232			(3,400,422	)
Increase (Decrease) in net assets from operations	$	(3,886	)		$	(3,236	)	$	(10,792,639	)	$	(12,981,126	)	$	(15,965,163	)	$	(21,665,937	)	$	(8,833,921	)	$	(16,992,142	)	$	(10,465,604	)	$	(16,122,623	)
Participant transactions:
Accumulation activity:
Purchase payments received	$	73,547			$	87,744		$	1,480,808		$	9,069,351		$	1,101,903		$	6,385,648		$	1,540,760		$	9,070,325		$	7,896,162		$	13,916,472
Net transfers between Sub-Accounts and Fixed Account		3,264				19,380			(5,476,534	)		7,208,429			15,360,551			(2,270,995	)		(7,148,123	)		4,353,523			(20,609,157	)		4,396,760
Withdrawals, surrenders, annuitizations and contract charges									(3,179,164	)		(3,218,798	)		(3,890,351	)		(3,293,567	)		(4,893,248	)		(4,753,525	)		(5,509,207	)		(4,341,938	)
Net accumulation activity	$	76,811			$	107,124		$	(7,174,890	)	$	13,058,982		$	12,572,103		$	821,086		$	(10,500,611	)	$	8,670,323		$	(18,222,202	)	$	13,971,294
Annuitization activity:
Annuitizations	$	-			$	-		$	-		$	15,613		$	-		$	12,750		$	-		$	49,529		$	-		$	14,994
Annuity payments and contract charges		-				-			(3,407	)		(3,984	)		(12,320	)		(11,604	)		(14,096	)		(11,007	)		(19,695	)		(24,439	)
Annuity transfers		-				-			-			-			-			-			-			-			-			-
Net transfers between Sub-Accounts		-				-			-			-			-						-			-			-			-
Adjustments to annuity reserve		-							(265	)		378			(2,287	)		2,056			(6,222	)		2,889			(738	)		5,887
Net annuitization activity	$	-			$	-		$	(3,672	)	$	12,007		$	(14,607	)	$	3,202		$	(20,318	)	$	41,411		$	(20,433	)	$	(3,558	)
Increase (Decrease) in net assets from participant transactions	$	76,811			$	107,124		$	(7,178,562	)	$	13,070,989		$	12,557,496		$	824,288		$	(10,520,929	)	$	8,711,734		$	(18,242,635	)	$	13,967,736
Increase (Decrease) in net assets	$	72,925			$	103,888		$	(17,971,201	)	$	89,863		$	(3,407,667	)	$	(20,841,649	)	$	(19,354,850	)	$	(8,280,408	)	$	(28,708,239	)	$	(2,154,887	)
Net assets:
Beginning of year	$	-			$	-		$	44,487,725		$	44,397,862		$	37,503,852		$	58,345,501		$	55,463,593		$	63,744,001		$	54,183,196		$	56,338,083
End of year	$	72,925			$	103,888		$	26,516,524		$	44,487,725		$	34,096,185		$	37,503,852		$	36,108,743		$	55,463,593		$	25,474,957		$	54,183,196
Units Transactions:
Beginning of year		-				-			5,563,655			3,782,520			5,978,099			5,515,990			7,175,804			5,731,443			7,454,026			5,285,140
Purchase		9,490				9,205			265,268			1,153,469			250,799			990,134			246,481			1,204,663			1,340,486			1,863,033
Transferred between Sub-Accounts and Fixed Accumulation Account		443				2,109			(840,386	)		989,260			2,619,909			(81,464	)		(1,016,349	)		780,045			(3,671,369	)		829,826
Withdrawn, surrendered and annuitized		-				-			(470,715	)		(361,594	)		(743,062	)		(446,561	)		(668,501	)		(540,347	)		(898,830	)		(523,973	)
End of year		9,933				11,314			4,517,822			5,563,655			8,105,745			5,978,099			5,737,435			7,175,804			4,224,313			7,454,026

(c) For the period May 1, 2002 (commencement of operations) through December 31, 2002.

See notes to financial statements

- 15 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Changes in Net Assets - continued

	AI5 Sub-Account						AI7 Sub-Account				AI8 Sub-Account			AI9 Sub-Account			SGI Sub-Account				AL1 Sub-Account							AL2 Sub-Account
	Year Ended December 31, 2002			Period Ended December 31, 2001 (a)			Period Ended December 31, 2002 (c)			Period Ended December 31, 2002 (c)				Period Ended December 31, 2002 (c)				Period Ended December 31, 2002 (d)				Year Ended December 31, 2002			Year Ended December 31, 2001				Year Ended December 31, 2002			Year Ended December 31, 2001
Operations:
Net investment income (loss)	$	(57,017	)	$	(9,775	)	$	(275	)	$		(1,397	)	$	(30	)		$	(27,101	)		$	(924,488	)	$	(1,076,397	)		$	(349,389	)	$	(609,691	)
Net realized gains (losses)		(535,310	)		44,678			(23	)			(50,508	)		(1,933	)			720,388				(20,570,282	)		1,341,023				(11,535,235	)		(202,477	)
Net unrealized gains (losses)		(1,443,113	)		(36,876	)		(4,408	)			1,210			(853	)			3,875,048				(6,932,849	)		(13,580,745	)			(6,340,513	)		(8,875,038	)
Increase (Decrease) in net assets from operations	$	(2,035,440	)	$	(1,973	)	$	(4,706	)	$		(50,695	)	$	(2,816	)		$	4,568,335			$	(28,427,619	)	$	(13,316,119	)		$	(18,225,137	)	$	(9,687,206	)
Participant transactions:
Accumulation activity:
Purchase payments received	$	2,090,995		$	2,553,635		$	92,294		$		243,236		$	39,562			$	1,927,941			$	2,325,030		$	12,644,308			$	1,791,595		$	12,919,834
Net transfers between Sub-Accounts and Fixed Account		1,777,256			1,079,264			29,963				(145,744	)		(18,728	)			38,786,983				(10,058,224	)		9,886,160				(8,023,993	)		7,664,899
Withdrawals, surrenders, annuitizations and contract charges		(425,226	)		(27,378	)						(12,402	)						(756,462	)			(5,697,963	)		(6,265,259	)			(3,956,094	)		(4,232,827	)
Net accumulation activity	$	3,443,025		$	3,605,521		$	122,257		$		85,090		$	20,834			$	39,958,462			$	(13,431,157	)	$	16,265,209			$	(10,188,492	)	$	16,351,906
Annuitization activity:
Annuitizations	$	-		$	-		$	-		$		-		$	-			$	-			$	-		$	49,043			$	-		$	221,920
Annuity payments and contract charges		-			-			-				-			-				-				(12,553	)		(16,525	)			(37,187	)		(52,353	)
Annuity transfers		-			-			-				-			-				-				-			-				-			-
Net transfers between Sub-Accounts		-			-			-				-			-				-				-			-				-			-
Adjustments to annuity reserve		-			-			-				-			-				-				(7,945	)		8,195				(666	)		(5,896	)
Net annuitization activity	$	-		$	-		$	-		$		-		$	-			$	-			$	(20,498	)	$	40,713			$	(37,853	)	$	163,671
Increase (Decrease) in net assets from participant transactions	$	3,443,025		$	3,605,521		$	122,257		$		85,090		$	20,834			$	39,958,462			$	(13,451,655	)	$	16,305,922			$	(10,226,345	)	$	16,515,577
Increase (Decrease) in net assets	$	1,407,585		$	3,603,548		$	117,551		$		34,395		$	18,018			$	44,526,797			$	(41,879,274	)	$	2,989,803			$	(28,451,482	)	$	6,828,371
Net assets:
Beginning of year	$	3,603,548		$	-		$	-		$		-		$	-			$	-			$	87,365,194		$	84,375,391			$	59,309,865		$	52,481,494
End of year	$	5,011,133		$	3,603,548		$	117,551		$		34,395		$	18,018			$	44,526,797			$	45,485,920		$	87,365,194			$	30,858,383		$	59,309,865
Units Transactions:
Beginning of year		407,446			-			-				-			-				-				10,169,607			7,685,325				5,785,259			3,797,802
Purchase		261,724			286,101			10,463				25,480			4,554				181,350				325,620			1,578,176				228,461			1,390,742
Transferred between Sub-Accounts and Fixed Accumulation Account		216,206			124,503			3,631				(19,972	)		(2,265	)			3,887,316				(1,536,153	)		1,556,768				(1,047,586	)		975,093
Withdrawn, surrendered and annuitized		(60,747	)		(3,158	)		-				(1,415	)		-				(71,676	)			(753,680	)		(650,662	)			(466,082	)		(378,378	)
End of year		824,629			407,446			14,094				4,093			2,289				3,996,990				8,205,394			10,169,607				4,500,052			5,785,259

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

(c) For the period May 1, 2002 (commencement of operations) through December 31, 2002.

(d) For the period September 30, 2002 (commencement of operations) through December 31, 2002

See notes to financial statements

- 16 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Changes in Net Assets - continued

	AL3 Sub-Account						AN1 Sub-Account						AN2 Sub-Account						AN3 Sub-Account						AN4 Sub-Account
	Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Period Ended December 31, 2001 (a)			Year Ended December 31, 2002			Period Ended December 31, 2001 (a)			Year Ended December 31, 2002			Period Ended December 31, 2001 (a)			Year Ended December 31, 2002			Period Ended December 31, 2001 (a)
Operations:
Net investment income (loss)	$	(146,422	)	$	(188,191	)	$	(91,377	)	$	(20,493	)	$	(21,467	)	$	(4,744	)	$	(222,736	)	$	(52,062	)	$	9,639		$	(986	)
Net realized gains (losses)		(3,099,156	)		(8,819,442	)		(577,551	)		(61,817	)		(229,950	)		(7,083	)		(1,006,201	)		(84,994	)		(94,121	)		(607	)
Net unrealized gains (losses)		(209,297	)		3,667,006			(1,765,914	)		56,136			(603,762	)		16,860			(5,851,533	)		342,231			(83,575	)		7,209
Increase (Decrease) in net assets from Operations	$	(3,454,875	)	$	(5,340,627	)	$	(2,434,842	)	$	(26,174	)	$	(855,179	)	$	5,033		$	(7,080,470	)	$	205,175		$	(168,057	)	$	5,616
Participant transactions:
Accumulation activity:
Purchase payments received	$	511,861		$	1,623,055		$	2,532,582		$	3,145,091		$	522,019		$	869,767		$	9,850,663		$	7,221,756		$	959,069		$	175,284
Net transfers between Sub-Accounts and Fixed Account		(1,619,998	)		1,356,261			1,428,205			2,060,138			624,738			409,940			10,333,115			8,356,827			1,320,812			146,594
Withdrawals, surrenders, annuitizations and contract charges		(1,044,710	)		(1,102,905	)		(469,118	)		(34,556	)		(120,596	)		(15,484	)		(1,241,270	)		(149,907	)		(75,087	)		(5,713	)
Net accumulation activity	$	(2,152,847	)	$	1,876,411		$	3,491,669		$	5,170,673		$	1,026,161		$	1,264,223		$	18,942,508		$	15,428,676		$	2,204,794		$	316,165
Annuitization activity:
Annuitizations	$	-		$	12,498		$	-		$	-		$	-		$	-		$	-		$	43,576		$	199		$	-
Annuity payments and contract charges		(3,828	)		(4,754	)		-			-			-			-			(1,473	)		(404	)		(40	)		-
Annuity transfers
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserve		(304	)		(231	)		-			-			-			-			3,505			(4,755	)		5,077			-
Net annuitization activity	$	(4,132	)	$	7,513		$	-		$	-		$	-		$	-		$	2,032		$	38,417		$	5,236		$	-
Increase (Decrease) in net assets from participant transactions	$	(2,156,979	)	$	1,883,924		$	3,491,669		$	5,170,673		$	1,026,161		$	1,264,223		$	18,944,540		$	15,467,093		$	2,210,030		$	316,165
Increase (Decrease) in net assets	$	(5,611,854	)	$	(3,456,703	)	$	1,056,827		$	5,144,499		$	170,982		$	1,269,256		$	11,864,070		$	15,672,268		$	2,041,973		$	321,781
Net assets:
Beginning of year	$	12,963,425		$	16,420,128		$	5,144,499		$	-		$	1,269,256		$	-		$	15,672,268		$	-		$	321,781		$	-
End of year	$	7,351,571		$	12,963,425		$	6,201,326		$	5,144,499		$	1,440,238		$	1,269,256		$	27,536,338		$	15,672,268		$	2,363,754		$	321,781
Units Transactions:
Beginning of year		1,962,751			1,607,165			601,780			-			157,358			-			1,689,129			-			37,676			-
Purchase		97,034			267,239			327,968			366,824			72,865			106,468			1,138,886			788,402			110,383			20,922
Transferred between Sub-Accounts and Fixed Accumulation Account		(299,952	)		240,031			191,456			239,074			97,030			53,364			1,204,818			918,557			148,078			17,437
Withdrawn, surrendered and annuitized		(193,381	)		(151,684	)		(68,967	)		(4,118	)		(22,506	)		(2,474	)		(167,164	)		(17,830	)		(8,795	)		(683	)
End of year		1,566,452			1,962,751			1,052,237			601,780			304,747			157,358			3,865,669			1,689,129			287,342			37,676

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

See notes to financial statements

- 17 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Changes in Net Assets - continued

	AN5 Sub-Account						CS1 Sub-Account						CS2 Sub-Account						CS3 Sub-Account						CS4 Sub-Account
	Year Ended December 31, 2002			Period Ended December 31, 2001 (a)			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001
Operations:
Net investment income (loss)	$	(17,424	)	$	(13,542	)	$	(14,427	)	$	(23,201	)	$	(9,689	)	$	(16,161	)	$	(5,573	)	$	(10,626	)	$	(24,059	)	$	(37,790	)
Net realized gains (losses)		(714,116	)		35,819			(233,550	)		(442,082	)		(327,627	)		(240,319	)		(168,636	)		(246,926	)		(665,130	)		(2,089,599	)
Net unrealized gains (losses)		142,988			(226,228	)		102,634	)		260,451			182,063			(100,987	)		2,734			(59,322	)		(165,721	)		1,424,731
Increase (Decrease) in net assets from operations	$	(588,552	)	$	(203,951	)	$	(145,343	)	$	(204,832	)	$	(155,253	)	$	(357,467	)	$	(171,475	)	$	(316,874	)	$	(854,910	)	$	(702,658	)
Participant transactions:
Accumulation activity:
Purchase payments received	$	374,627		$	206,948		$	4,473		$	24,020		$	(1,051	)	$	1,697		$	(546	)	$	153,860		$	927		$	65,146
Net transfers between Sub-Accounts and Fixed Account		(1,196,418	)		2,045,808			(80,111	)		(482,477	)		(147,356	)		(278,217	)		(89,696	)		(158,953	)		(881,464	)		391,031
Withdrawals, surrenders, annuitizations and contract charges		(56,345	)		(98,264	)		(109,796	)		(130,874	)		(71,202	)		(32,290	)		(33,915	)		(51,029	)		(171,472	)		(192,858	)
Net accumulation activity	$	(878,136	)	$	2,154,492		$	(185,434	)	$	(589,331	)	$	(219,609	)	$	(308,810	)	$	(124,157	)	$	(56,122	)	$	(1,052,009	)	$	263,319
Annuitization activity:
Annuitizations	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Annuity payments and contract charges		-			-			(1,595	)		(1,768	)		(108	)		(132	)		(891	)		(1,229	)		(190	)		(241	)
Annuity transfers		-			-			-			-			-			-			-			-			-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserve		-			-			(559	)		255			(4	)		(10	)		347			655			28			(29	)
Net annuitization activity	$	-		$	-		$	(2,154	)	$	(1,513	)	$	(112	)	$	(142	)	$	(544	)	$	(574	)	$	(162	)	$	(270	)
Increase (Decrease) in net assets from participant transactions	$	(878,136	)	$	2,154,492		$	(187,588	)	$	(590,844	)	$	(219,721	)	$	(308,952	)	$	(124,701	)	$	(56,696	)	$	(1,052,171	)	$	263,049
Increase (Decrease) in net assets	$	(1,466,688	)	$	1,950,541		$	(332,931	)	$	(795,676	)	$	(374,974	)	$	(666,419	)	$	(296,176	)	$	(373,570	)	$	(1,907,081	)	$	(439,609	)
Net assets:
Beginning of year	$	1,950,541		$	-		$	1,308,132		$	2,103,808		$	883,610		$	1,550,029		$	576,848		$	950,418		$	2,952,097		$	3,391,706
End of year	$	483,853		$	1,950,541		$	975,201		$	1,308,132		$	508,636		$	883,610		$	280,672		$	576,848		$	1,045,016		$	2,952,097
Units Transactions:
Beginning of year		207,369			-			124,190			176,779			104,918			141,172			58,715			68,882			252,504			242,980
Purchase		43,930			22,065			621			2,149			5			39			240			12,387			407			5,108
Transferred between Sub-Accounts and Fixed Accumulation Account		(169,625	)		196,033			(6,687	)		(43,230	)		(19,556	)		(32,799	)		(11,179	)		(17,521	)		(93,148	)		22,426
Withdrawn, surrendered and annuitized		(6,542	)		(10,729	)		(10,368	)		(11,508	)		(8,748	)		(3,494	)		(3,906	)		(5,033	)		(20,532	)		(18,010	)
End of year		75,132			207,369			107,756			124,190			76,619			104,918			43,870			58,715			139,231			252,504

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

See notes to financial statements

- 18 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive 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						FTG Sub-Account				FTI Sub-Account			GSI Sub-Account
	Year Ended December 31, 2002			Period Ended December 31, 2001 (a)			Year Ended December 31, 2002			Period Ended December 31, 2001 (a)			Year Ended December 31, 2002			Period Ended December 31, 2001 (a)			Period Ended December 31, 2002 (d)			Period Ended December 31, 2002 (d)				Year Ended December 31, 2002			Year Ended December 31, 2001
Operations:
Net investment income (loss)	$	(81,643	)	$	(9,645	)	$	(185,936	)	$	(22,429	)	$	(499,849	)	$	(32,444	)	$	(22	)	$		(923	)	$	(100,417	)	$	(326,317	)
Net realized gains (losses)		(181,390	)		(17,391	)		(9,388,850	)		(46,110	)		(9,566,138	)		(26,762	)		19				102			(11,680,900	)		(2,947,915	)
Net unrealized gains (losses)		(745,740	)		67,947			(372,777	)		87,436			(6,707,548	)		104,360			(429	)			(13,529	)		9,594,975			(2,764,334	)
Increase (Decrease) in net assets from operations	$	(1,008,773	)	$	40,911		$	(9,947,563	)	$	18,897		$	(16,773,535	)	$	45,154		$	(432	)	$		(14,350	)	$	(2,186,342	)	$	(6,038,566	)
Participant transactions:
Accumulation activity:
Purchase payments received	$	4,000,417		$	1,576,234		$	8,296,726		$	980,103		$	10,759,901		$	1,554,207		$	5,184		$		84,362		$	887,449		$	3,339,083
Net transfers between Sub-Accounts and Fixed Account		6,567,291			1,261,424			(14,899,613	)		23,129,702			6,040,715			31,331,166			20,183				506,476			(19,807,927	)		1,359,107
Withdrawals, surrenders, annuitizations and contract charges		(394,022	)		(26,587	)		(1,628,489	)		(76,938	)		(2,337,019	)		(199,804	)		(267	)			(4,463	)		(463,910	)		(2,137,541	)
Net accumulation activity	$	10,173,686		$	2,811,071		$	(8,231,376	)	$	24,032,867		$	14,463,597		$	32,685,569		$	25,100		$		586,375		$	(19,384,388	)	$	2,560,649
Annuitization activity:
Annuitizations	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$		-		$	-		$	-
Annuity payments and contract charges		(764	)		-			-			-			-			-			-				-			(3,048	)		(11,056	)
Annuity transfers		-			-			-			-			-			-			-				-			-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-			-				-			-			-
Adjustments to annuity reserve		27,668			-			-			-			101			-			-				-			3,399			(521	)
Net annuitization activity	$	26,904		$	-		$	-		$	-		$	101		$	-		$	-		$		-		$	351		$	(11,577	)
Increase (Decrease) in net assets from participant transactions	$	10,200,590		$	2,811,071		$	(8,231,376	)	$	24,032,867		$	14,463,698		$	32,685,569		$	25,100		$		586,375		$	(19,384,037	)	$	2,549,072
Increase (Decrease) in net assets	$	9,191,817		$	2,851,982		$	(18,178,939	)	$	24,051,764		$	(2,309,837	)	$	32,730,723		$	24,668		$		572,025		$	(21,570,379	)	$	(3,489,494	)
Net assets:
Beginning of year	$	2,851,982		$	-		$	24,051,764		$	-		$	32,730,723		$	-		$	-		$		-		$	21,570,379		$	25,059,873
End of year	$	12,043,799		$	2,851,982		$	5,872,825		$	24,051,764		$	30,420,886		$	32,730,723		$	24,668		$		572,025		$	-		$	21,570,379
Units Transactions:
Beginning of year		301,559			-			2,991,637			-			3,773,079			-			-				-			2,906,746			2,391,285
Purchase		438,471			169,415			1,068,915			117,679			1,433,360			182,099			522				7,853			142,492			479,580
Transferred between Sub-Accounts and Fixed Accumulation Account		728,340			135,038			(2,912,712	)		2,883,617			207,889			3,615,954			1,859				47,286			(2,984,172	)		281,793
Withdrawn, surrendered and annuitized		(45,511	)		(2,894	)		(224,492	)		(9,659	)		(349,070	)		(24,974	)		(24	)			(420	)		(65,066	)		(245,912	)
End of year		1,422,859			301,559			923,348			2,991,637			5,065,258			3,773,079			2,357				54,719			-			2,906,746

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

(d) For the period September 30, 2002 (commencement of operations) through December 31, 2002.

See notes to financial statements

- 19 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Changes in Net Assets - continued

	GS2 Sub-Account						GS3 Sub-Account						GS4 Sub-Account						GS5 Sub-Account						GS6 Sub-Account
	Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Period Ended December 31, 2001 (a)
Operations:
Net investment income (loss)	$	(76,330	)	$	(79,875	)	$	(146,176	)	$	(205,196	)	$	(6,050	)	$	(79,670	)	$	(37,867	)	$	501		$	(1,688	)	$	(1,066	)
Net realized gains (losses)		(31,644	)		(21,462	)		(2,239,211	)		(857,346	)		(533,536	)		(312,276	)		(1,804,739	)		(1,037,025	)		(68,311	)		(537	)
Net unrealized gains (losses)		(1,018,406	)		291,405			(2,162,921	)		(1,993,085	)		(376,636	)		(606,478	)		(35,662	)		(1,797,124	)		(3,771	)		3,771
Increase (Decrease) in net assets from operations	$	(1,126,380	)	$	190,068		$	(4,548,308	)	$	(3,055,627	)	$	(916,222	)	$	(998,424	)	$	(1,878,268	)	$	(2,833,648	)	$	(73,770	)	$	2,168
Participant transactions:
Accumulation activity:
Purchase payments received	$	19,651		$	1,167,164		$	988,189		$	2,652,718		$	4,995		$	1,236,714		$	11,206		$	2,029,107		$	43,087		$	178,969
Net transfers between Sub-Accounts and Fixed Account		(549,908	)		874,082			(1,122,719	)		1,054,622			(447,710	)		283,066			(894,054	)		1,676,050			(296,226	)		154,740
Withdrawals, surrenders, annuitizations and contract charges		(1,124,905	)		(531,536	)		(1,491,983	)		(1,986,959	)		(1,028,321	)		(753,419	)		(956,529	)		(969,120	)		(8,217	)		(751	)
Net accumulation activity	$	(1,655,162	)	$	1,509,710		$	(1,626,513	)	$	1,720,381		$	(1,471,036	)	$	766,361		$	(1,839,377	)	$	2,736,037		$	(261,356	)	$	332,958
Annuitization activity:
Annuitizations	$	-		$	22,308		$	11,226		$	92,093		$	-		$	27,224		$	-		$	-		$	-		$	-
Annuity payments and contract charges		(3,079	)		(1,180	)		(19,712	)		(30,313	)		(970	)		(255	)		(2,235	)		(2,827	)		-			-
Annuity transfers		-			-			-			-			-			-			-			-			-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserve		2,904			(2,678	)		1,160			(2,673	)		3,052			(2,997	)		(999	)		898			-			-
Net annuitization activity	$	(175	)	$	18,450		$	(7,326	)	$	59,107		$	2,082		$	23,972		$	(3,234	)	$	(1,929	)	$	-		$	-
Increase (Decrease) in net assets from participant transactions	$	(1,655,337	)	$	1,528,160		$	(1,633,839	)	$	1,779,488		$	(1,468,954	)	$	790,333		$	(1,842,611	)	$	2,734,108		$	(261,356	)	$	332,958
Increase (Decrease) in net assets	$	(2,781,717	)	$	1,718,228		$	(6,182,147	)	$	(1,276,139	)	$	(2,385,176	)	$	(208,091	)	$	(3,720,879	)	$	(99,540	)	$	(335,126	)	$	335,126
Net assets:
Beginning of year	$	7,691,027		$	5,972,799		$	20,333,064		$	21,609,203		$	7,760,248		$	7,968,339		$	10,458,720		$	10,558,260		$	335,126		$	-
End of year	$	4,909,310		$	7,691,027		$	14,150,917		$	20,333,064		$	5,375,072		$	7,760,248		$	6,737,841		$	10,458,720		$	-		$	335,126
Units Transactions:
Beginning of year		668,766			516,148			2,154,860			1,869,586			887,554			819,255			1,311,340			978,067			46,526			-
Purchase		3,177			112,355			140,525			306,211			577			131,064			3,032			238,270			7,008			23,922
Transferred between Sub-Accounts and Fixed Accumulation Account		(59,395	)		90,117			(123,551	)		177,712			(54,896	)		25,120			(137,870	)		204,864			(52,153	)		22,714
Withdrawn, surrendered and annuitized		(106,712	)		(49,854	)		(178,461	)		(198,649	)		(129,577	)		(87,885	)		(128,299	)		(109,861	)		(1,381	)		(110	)
End of year		505,836			668,766			1,993,373			2,154,860			703,658			887,554			1,048,203			1,311,340			-			46,526

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

See notes to financial statements

- 20 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Changes in Net Assets - continued

	GS7 Sub-Account						IVI Sub-Account						IV2 Sub-Account						JP1 Sub-Account						JP2 Sub-Account
	Year Ended December 31, 2002			Period Ended December 31, 2001 (a)			Year Ended December 31, 2002			Period Ended December 31, 2001 (a)			Year Ended December 31, 2002			Period Ended December 31, 2001 (a)			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001
Operations:
Net investment income (loss)	$	(18,816	)	$	(2,039	)	$	(25,591	)	$	(8,297	)	$	(20,732	)	$	(3,407	)	$	(204,993	)	$	(197,405	)	$	(56,085	)	$	(42,149	)
Net realized gains (losses)		(86,049	)		(731	)		(266,168	)		(408,794	)		(178,760	)		(8,348	)		(2,568,239	)		(1,412,610	)		(1,139,542	)		(878,188	)
Net unrealized gains (losses)		(346,694	)		(3,286	)		(480,675	)		43,710			(359,499	)		33,775			(1,754,428	)		(1,559,788	)		(95,873	)		(1,055,546	)
Increase (Decrease) in net assets from operations	$	(451,559	)	$	(6,056	)	$	(772,434	)	$	(373,381	)	$	(558,991	)	$	22,020		$	(4,527,660	)	$	(3,169,803	)	$	(1,291,500	)	$	(1,975,883	)
Participant transactions:
Accumulation activity:
Purchase payments received	$	824,536		$	426,835		$	699,100		$	725,546		$	681,584		$	330,703		$	60,587		$	1,079,481		$	18,059		$	1,211,339
Net transfers between Sub-Accounts and Fixed Account		826,655			378,112			945,536			1,081,188			422,791			589,410			(1,542,045	)		1,081,450			(1,284,362	)		(127,519	)
Withdrawals, surrenders, annuitizations and contract charges		(47,380	)		(35	)		(108,318	)		(61,879	)		(104,499	)		(8,693	)		(1,706,551	)		(1,805,759	)		(395,083	)		(536,614	)
Net accumulation activity	$	1,603,811		$	804,912		$	1,536,318		$	1,744,855		$	999,876		$	911,420		$	(3,188,009	)	$	355,172		$	(1,661,386	)	$	547,206
Annuitization activity:
Annuitizations	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	93,202		$	-		$	-
Annuity payments and contract charges		-			-			-			-			-			-			(14,066	)		(18,975	)		(2,255	)		(2,758	)
Annuity transfers		-			-			-			-			-			-			-			-			-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserve		-			-			-			-			-			-			(3,041	)		1,764			(334	)		(25	)
Net annuitization activity	$	-		$	-		$	-		$	-		$	-		$	-		$	(17,107	)	$	75,991		$	(2,589	)	$	(2,783	)
Increase (Decrease) in net assets from participant transactions	$	1,603,811		$	804,912		$	1,536,318		$	1,744,855		$	999,876		$	911,420		$	(3,205,116	)	$	431,163		$	(1,663,975	)	$	544,423
Increase (Decrease) in net assets	$	1,152,252		$	798,856		$	763,884		$	1,371,474		$	440,885		$	933,440		$	(7,732,776	)	$	(2,738,640	)	$	(2,955,475	)	$	(1,431,460	)
Net assets:
Beginning of year	$	798,856		$	-		$	1,371,474		$	-		$	933,440		$	-		$	18,832,702		$	21,571,342		$	7,427,975		$	8,859,435
End of year	$	1,951,108		$	798,856		$	2,135,358		$	1,371,474		$	1,374,325		$	933,440		$	11,099,926		$	18,832,702		$	4,472,500		$	7,427,975
Units Transactions:
Beginning of year		90,647			-			170,065			-			105,665			-			2,063,692			2,005,110			915,732			829,740
Purchase		106,239			47,883			97,256			89,058			91,712			42,980			8,698			119,936			3,239			142,881
Transferred between Sub-Accounts and Fixed Accumulation Account		103,859			42,768			143,874			88,649			45,882			68,153			(213,710	)		127,091			(172,930	)		5,219
Withdrawn, surrendered and annuitized		(6,321	)		(4	)		(17,469	)		(7,642	)		(15,790	)		(5,468	)		(212,446	)		(188,445	)		(54,350	)		(62,108	)
End of year		294,424			90,647			393,726			170,065			227,469			105,665			1,646,234			2,063,692			691,691			915,732

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

See notes to financial statements

- 21 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Changes in Net Assets - continued

	JP3 Sub-Account						LA1 Sub-Account						LA2 Sub-Account						LA3 Sub-Account						CAS Sub-Account
	Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Period Ended December 31, 2001 (a)			Year Ended December 31, 2002			Period Ended December 31, 2001 (a)			Year Ended December 31, 2002			Year Ended December 31, 2001
Operations:
Net investment income (loss)	$	(71,479	)	$	(94,336	)	$	(1,262,449	)	$	(444,708	)	$	(285,581	)	$	9,113		$	(1,501	)	$	(382	)	$	(227,488	)	$	(310,032	)
Net realized gains (losses)		(537,148	)		(461,124	)		(9,958,332	)		2,964,159			(531,610	)		14,232			(36,117	)		(170	)		(13,917,750	)		2,748,020
Net unrealized gains (losses)		(880,710	)		(117,503	)		(21,771,666	)		(6,694,842	)		(3,788,264	)		729,007			(137,072	)		(3,026	)		5,967,129			(12,001,293	)
Increase (Decrease) in net assets from operations	$	(1,489,337	)	$	(672,963	)	$	(32,992,447	)	$	(4,175,391	)	$	(4,605,455	)	$	752,352		$	(174,690	)	$	(3,578	)	$	(8,178,109	)	$	(9,563,305	)
Participant transactions:
Accumulation activity:
Purchase payments received	$	29,309		$	1,556,323		$	22,669,179		$	25,513,511		$	10,569,950		$	4,669,897		$	418,417		$	143,774		$	294,912		$	4,256,102
Net transfers between Sub-Accounts and Fixed Account		(500,407	)		36,023			7,153,448			64,686,774			17,450,780			18,527,564			508,910			193,719			(3,154,292	)		(1,548,564	)
Withdrawals, surrenders, annuitizations and contract charges		(376,276	)		(416,860	)		(10,793,196	)		(5,676,977	)		(2,316,289	)		(292,869	)		(64,186	)		(978	)		(2,608,516	)		(2,465,502	)
Net accumulation activity	$	(847,374	)	$	1,175,486		$	19,029,431		$	84,523,308		$	25,704,441		$	22,904,592		$	863,141		$	336,515		$	(5,467,896	)	$	242,036
Annuitization activity:
Annuitizations	$	-		$	-		$	61,569		$	105,138		$	283		$	44,112		$	-		$	-		$	-		$	18,417
Annuity payments and contract charges		(1,591	)		(1,256	)		(16,441	)		(5,997	)		(2,781	)		(413	)		-			-			(6,283	)		(9,073	)
Annuity transfers		-			-			-			-			-			-			-			-			-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserve		(669	)		(68	)		2,552			(3,660	)		5,077			(4,884	)		-			-			(601	)		946
Net annuitization activity	$	(2,260	)	$	(1,324	)	$	47,680		$	95,481		$	2,579		$	38,815		$	-		$	-		$	(6,884	)	$	10,290
Increase (Decrease) in net assets from participant transactions	$	(849,634	)	$	1,174,162		$	19,077,111		$	84,618,789		$	25,707,020		$	22,943,407		$	863,141		$	336,515		$	(5,474,780	)	$	252,326
Increase (Decrease) in net assets	$	(2,338,971	)	$	501,199		$	(13,915,336	)	$	80,443,398		$	21,101,565		$	23,695,759		$	688,451		$	332,937		$	(13,652,889	)	$	(9,310,979	)
Net assets:
Beginning of year	$	6,757,718		$	6,256,519		$	130,365,761		$	49,922,363		$	23,695,759		$	-		$	332,937		$	-		$	25,983,854		$	35,294,833
End of year	$	4,418,747		$	6,757,718		$	116,450,425		$	130,365,761		$	44,797,324		$	23,695,759		$	1,021,388		$	332,937		$	12,330,965		$	25,983,854
Units Transactions:
Beginning of year		664,931			528,692			11,399,173			3,748,722			2,281,117			-			42,292			-			3,296,185			3,012,019
Purchase		4,962			155,424			2,280,712			2,347,933			1,057,580			473,618			55,457			18,181			51,059			534,808
Transferred between Sub-Accounts and Fixed Accumulation Account		(62,447	)		20,692			299,183			5,790,566			1,777,275			1,839,608			70,324			24,233			(552,126	)		11,533
Withdrawn, surrendered and annuitized		(42,199	)		(39,877	)		(1,080,040	)		(488,048	)		(247,536	)		(32,109	)		(9,892	)		(122	)		(409,254	)		(262,175	)
End of year		565,247			664,931			12,899,028			11,399,173			4,868,436			2,281,117			158,181			42,292			2,385,864			3,296,185

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

See notes to financial statements

- 22 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive 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						M1A Sub-Account						M1B Sub-Account
	Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Period Ended December 31, 2001 (b)			Year Ended December 31, 2002			Period Ended December 31, 2001 (b)
Operations:
Net investment income (loss)	$	(522,839	)	$	(932,315	)	$	1,680,762		$	1,484,213		$	3,700,594		$	2,561,266		$	(120,956	)	$	(5,667	)	$	(89,626	)	$	(6,640	)
Net realized gains (losses)		(26,523,794	)		(15,049,458	)		1,046,022			626,904			(6,315,314	)		(2,059,128	)		(231,333	)		38,568			(253,264	)		6,150
Net unrealized gains (losses)		9,570,496	)		(15,685,416	)		2,027,851			(210,987	)		2,328,715			(857,711	)		(2,053,129	)		228,510			(2,018,276	)		137,455
Increase (Decrease) in net assets from operations	$	(17,476,137	)	$	(31,667,189	)	$	4,754,635		$	1,900,130		$	(286,005	)	$	(355,573	)	$	(2,405,418	)	$	261,411		$	(2,361,166	)	$	136,965
Participant transactions:
Accumulation activity:
Purchase payments received	$	415,940		$	9,892,101		$	436,934		$	9,453,621		$	356,815		$	8,003,059		$	4,509,906		$	1,943,665		$	3,713,902		$	2,395,046
Net transfers between Sub-Accounts and Fixed Account		(7,321,409	)		1,402,676			24,338,725			20,829,710			(13,047,781	)		10,394,586			13,134,435			221,914			3,247,176			980,238
Withdrawals, surrenders, annuitizations and contract charges		(4,394,744	)		(5,174,345	)		(7,051,300	)		(3,382,064	)		(4,318,203	)		(2,929,644	)		(356,929	)		(9,859	)		(438,360	)		(68,348	)
Net accumulation activity	$	(11,300,213	)	$	6,120,432		$	17,724,359		$	26,901,267		$	(17,009,169	)	$	15,468,001		$	17,287,412		$	2,155,720		$	6,522,718		$	3,306,936
Annuitization activity:
Annuitizations	$	-		$	58,693		$	-		$	-		$	34,270		$	-		$	171		$	-		$	-		$	-
Annuity payments and contract charges		(15,385	)		(19,232	)		(10,571	)		(26,017	)		(18,237	)		(14,679	)		(15	)		-			-			-
Annuity transfers		-			-			-			-			-			-			-			-			-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserve		(5,883	)		3,650			(6,216	)		2,079			(1,313	)		(1,325	)		(1	)		-			-			-
Net annuitization activity	$	(21,268	)	$	43,111		$	(16,787	)	$	(23,938	)	$	14,720		$	(16,004	)	$	155		$	-		$	-		$	-
Increase (Decrease) in net assets from participant transactions	$	(11,321,481	)	$	6,163,543		$	17,707,572		$	26,877,329		$	(16,994,449	)	$	15,451,997		$	17,287,567		$	2,155,720		$	6,522,718		$	3,306,936
Increase (Decrease) in net assets	$	(28,797,618	)	$	(25,503,646	)	$	22,462,207		$	28,777,459		$	(17,280,454	)	$	15,096,424		$	14,882,149		$	2,417,131		$	4,161,552		$	3,443,901
Net assets:
Beginning of year	$	52,492,438		$	77,996,084		$	53,198,300		$	24,420,841		$	41,407,521		$	26,311,097		$	2,417,131		$	-		$	3,443,901		$	-
End of year	$	23,694,820		$	52,492,438		$	75,660,507		$	53,198,300		$	24,127,067		$	41,407,521		$	17,299,280		$	2,417,131		$	7,605,453		$	3,443,901
Units Transactions:
Beginning of year		6,733,222			5,852,943			4,640,049			2,237,108			4,366,787			2,753,248			234,663			-			352,547			-
Purchase		84,025			1,351,013			37,469			867,479			38,363			836,734			522,614			208,336			424,069			255,293
Transferred between Sub-Accounts and Fixed Accumulation Account		(1,361,716	)		126,324			2,011,804			1,838,299			(1,438,671	)		1,092,045			1,859,659			27,373			380,981			104,299
Withdrawn, surrendered and annuitized		(713,846	)		(597,058	)		(587,888	)		(302,837	)		(459,800	)		(315,240	)		(53,326	)		(1,046	)		(60,912	)		(7,045	)
End of year		4,741,685			6,733,222			6,101,434			4,640,049			2,506,679			4,366,787			2,563,610			234,663			1,096,685			352,547

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

See notes to financial statements

- 23 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Changes in Net Assets - continued

	MFC Sub-Account						MFD Sub-Account						MFE Sub-Account						MFF Sub-Account						MFJ Sub-Account
	Year Ended December 31, 2002			Period Ended December 31, 2001 (b)			Year Ended December 31, 2002			Period Ended December 31, 2001 (b)			Year Ended December 31, 2002			Period Ended December 31, 2001 (b)			Year Ended December 31, 2002			Period Ended December 31, 2001 (b)			Year Ended December 31, 2002			Period Ended December 31, 2001 (b)
Operations:
Net investment income (loss)	$	991,655		$	(8,306	)	$	(14,465	)	$	(1,363	)	$	89,571		$	(5,666	)	$	(17,631	)	$	(2,738	)	$	287,735		$	(17,341	)
Net realized gains (losses)		(1,502,594	)		3,467			(110,222	)		(2,320	)		(556,741	)		(7,276	)		(161,275	)		45,307			129,488			(618	)
Net unrealized gains (losses)		328,630			48,150			(354,644	)		32,632			(595,715	)		10,354			(365,771	)		35,101			(2,372,752	)		212,888
Increase (Decrease) in net assets from operations	$	(182,309	)	$	43,311		$	(479,331	)	$	28,949		$	(1,062,885	)	$	(2,588	)	$	(544,677	)	$	77,670		$	(1,955,529	)	$	194,929
Participant transactions:
Accumulation activity:
Purchase payments received	$	9,580,318		$	2,529,142		$	693,571		$	546,566		$	1,641,976		$	2,060,615		$	684,695		$	1,101,830		$	14,545,950		$	6,603,339
Net transfers between Sub-Accounts and Fixed Account		(764,035	)		1,145,090			253,901			165,064			544,925			467,211			218,077			(202,865	)		11,072,771			1,907,667
Withdrawals, surrenders, annuitizations and contract charges		(502,816	)		(10,676	)		(71,044	)		(3,444	)		(220,627	)		(8,124	)		(87,783	)		(3,587	)		(1,585,572	)		(48,421	)
Net accumulation activity	$	8,313,467		$	3,663,556		$	876,428		$	708,186		$	1,966,274		$	2,519,702		$	814,989		$	895,378		$	24,033,149		$	8,462,585
Annuitization activity:
Annuitizations	$	20,579		$	-		$	-		$	-		$	179		$	-		$	-		$	-		$	157,453		$	-
Annuity payments and contract charges		(857	)		-			-			-			(16	)		-			-			-			(12,650	)		-
Annuity transfers		-			-			-			-			-			-			-			-			-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserve		(124	)		-			-			-			(1	)		-			-			-			(1,380	)		-
Net annuitization activity	$	19,598		$	-		$	-		$	-		$	162		$	-		$	-		$	-		$	143,423		$	-
Increase (Decrease) in net assets from participant transactions	$	8,333,065		$	3,663,556		$	876,428		$	708,186		$	1,966,436		$	2,519,702		$	814,989		$	895,378		$	24,176,572		$	8,462,585
Increase (Decrease) in net assets	$	8,150,756		$	3,706,867		$	397,097		$	737,135		$	903,551		$	2,517,114		$	270,312		$	973,048		$	22,221,043		$	8,657,514
Net assets:
Beginning of year	$	3,706,867		$	-		$	737,135		$	-		$	2,517,114		$	-		$	973,048		$	-		$	8,657,514		$	-
End of year	$	11,857,623		$	3,706,867		$	1,134,232		$	737,135		$	3,420,665		$	2,517,114		$	1,243,360		$	973,048		$	30,878,557		$	8,657,514
Units Transactions:
Beginning of year		375,235			-			75,869			-			282,084			-			100,216			-			869,203			-
Purchase		979,093			259,583			81,105			58,964			212,394			230,600			82,972			120,717			1,516,358			678,583
Transferred between Sub-Accounts and Fixed Accumulation Account		(110,007	)		116,903			28,683			17,265			47,276			52,404			26,702			(20,122	)		1,134,906			195,609
Withdrawn, surrendered and annuitized		(56,599	)		(1,251	)		(10,528	)		(360	)		(31,671	)		(920	)		(13,636	)		(379	)		(201,524	)		(4,989	)
End of year		1,187,722			375,235			175,129			75,869			510,083			282,084			196,254			100,216			3,318,943			869,203

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

See notes to financial statements

- 24 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Changes in Net Assets - continued

	MFK Sub-Account						MFL Sub-Account						MIS Sub-Account						MIT Sub-Account						MMS Sub-Account
	Year Ended December 31, 2002			Period Ended December 31, 2001 (b)			Year Ended December 31, 2002			Period Ended December 31, 2001 (b)			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001
Operations:
Net investment income (loss)	$	423,716		$	(18,843	)	$	(21,426	)	$	(5,326	)	$	(555,450	)	$	(716,071	)	$	(128,479	)	$	(257,569	)	$	(7,749	)	$	153,045
Net realized gains (losses)		107,010			(6,469	)		(119,219	)		66			(14,895,496	)		1,147,135			(5,784,582	)		1,179,654			-			-
Net unrealized gains (losses)		1,116,001			(27,168	)		(991,481	)		64,437			(74,811	)		(16,356,886	)		(2,634,105	)		(7,752,834	)		-			-
Increase (Decrease) in net assets from operations	$	1,646,727		$	(52,480	)	$	(1,132,126	)	$	59,177		$	(15,525,757	)	$	(15,925,822	)	$	(8,547,166	)	$	(6,830,749	)	$	(7,749	)	$	153,045
Participant transactions:
Accumulation activity:
Purchase payments received	$	14,328,383		$	5,969,595		$	2,018,002		$	2,106,638		$	350,556		$	16,258,754		$	253,626		$	11,339,763		$	15,386		$	88,695
Net transfers between Sub-Accounts and Fixed Account		16,565,121			463,629			1,536,876			516,627			(5,357,720	)		9,257,938			(4,626,213	)		7,086,373			874,704			3,134,629
Withdrawals, surrenders, annuitizations and contract charges		(1,652,087	)		(29,148	)		(169,868	)		(10,972	)		(3,724,173	)		(3,358,184	)		(2,773,352	)		(3,019,378	)		(2,041,892	)		(2,564,050	)
Net accumulation activity	$	29,241,417		$	6,404,076		$	3,385,010		$	2,612,293		$	(8,731,337	)	$	22,158,508		$	(7,145,939	)	$	15,406,758		$	(1,151,802	)	$	659,274
Annuitization activity:
Annuitizations	$	-		$	-		$	-		$	-		$	10,842		$	20,212		$	13,059		$	144,567		$	-		$	-
Annuity payments and contract charges		-			-			-			-			(9,048	)		(11,320	)		(17,465	)		(7,971	)		-			-
Annuity transfers		-			-			-			-			-			-			-			-			-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserve		-			-			-			-			(7,493	)		(2,458	)		1,469			(13,408	)		-			-
Net annuitization activity	$	-		$	-		$	-		$	-		$	(5,699	)	$	6,434		$	(2,937	)	$	123,188		$	-		$	-
Increase (Decrease) in net assets from participant transactions	$	29,241,417		$	6,404,076		$	3,385,010		$	2,612,293		$	(8,737,036	)	$	22,164,942		$	(7,148,876	)	$	15,529,946		$	(1,151,802	)	$	659,274
Increase (Decrease) in net assets	$	30,888,144		$	6,351,596		$	2,252,884		$	2,671,470		$	(24,262,793	)	$	6,239,120		$	(15,696,042	)	$	8,699,197		$	(1,159,551	)	$	812,319
Net assets:
Beginning of year	$	6,351,596		$	-		$	2,671,470		$	-		$	55,294,423		$	49,055,303		$	40,259,945		$	31,560,748		$	6,809,800		$	5,997,481
End of year	$	37,239,740		$	6,351,596		$	4,924,354		$	2,671,470		$	31,031,630		$	55,294,423		$	24,563,903		$	40,259,945		$	5,650,249		$	6,809,800
Units Transactions:
Beginning of year		628,219			-			276,474			-			7,310,990			4,353,315			4,731,430			3,029,817			598,302			539,256
Purchase		1,385,370			586,538			224,427			223,182			57,114			1,971,338			34,783			1,223,623			1,155			7,836
Transferred between Sub-Accounts and Fixed Accumulation Account		1,572,349			44,662			179,252			54,438			(974,795	)		1,384,290			(666,709	)		819,669			76,838			278,289
Withdrawn, surrendered and annuitized		(169,178	)		(2,981	)		(23,284	)		(1,146	)		(580,571	)		(397,953	)		(381,246	)		(341,679	)		(179,419	)		(227,079	)
End of year		3,416,760			628,219			656,869			276,474			5,812,738			7,310,990			3,718,258			4,731,430			496,876			598,302

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

See notes to financial statements

- 25 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Changes in Net Assets - continued

	NWD Sub-Account						TRS Sub-Account						UTS Sub-Account						OP1 Sub-Account						OP2 Sub-Account
	Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001
Operations:
Net investment income (loss)	$	(414,290	)	$	(499,252	)	$	844,809		$	523,834		$	767,293		$	1,172,733		$	(31,748	)	$	(99,572	)	$	(168,930	)	$	(176,981	)
Net realized gains (losses)		(4,769,173	)		(2,164,990	)		(1,024,094	)		1,487,503			(13,644,842	)		2,164,163			(589,647	)		1,772,904			176,173			982,735
Net unrealized gains (losses)		(5,804,169	)		654,243			(3,649,825	)		(2,126,950	)		1,853,233			(18,785,134	)		(1,543,412	)		(2,871,870	)		(1,354,195	)		(132,087	)
Increase (Decrease) in net assets from Operations	$	(10,987,632	)	$	(2,009,999	)	$	(3,829,110	)	$	(115,613	)	$	(11,024,316	)	$	(15,448,238	)	$	(2,164,807	)	$	(1,198,538	)	$	(1,346,952	)	$	673,667
Participant transactions:
Accumulation activity:
Purchase payments received	$	308,192		$	8,088,240		$	365,706		$	15,789,522		$	182,556		$	7,856,326		$	83,524		$	693,189		$	79,529		$	169,985
Net transfers between Sub-Accounts and Fixed Account		10,463,018			3,231,188			7,669,107			18,657,170			(9,158,881	)		7,777,265			(2,393,850	)		(11,404,523	)		(2,882,285	)		(420,440	)
Withdrawals, surrenders, annuitizations and contract charges		(2,234,190	)		(2,245,337	)		(3,603,915	)		(2,332,203	)		(3,428,247	)		(4,312,036	)		(1,065,673	)		(1,456,966	)		(1,789,253	)		(1,045,612	)
Net accumulation activity	$	8,537,020		$	9,074,091		$	4,430,898		$	32,114,489		$	(12,404,572	)	$	11,321,555		$	(3,375,999	)	$	(12,168,300	)	$	(4,592,009	)	$	(1,296,067	)
Annuitization activity:
Annuitizations	$	-		$	-		$	-		$	72,025		$	-		$	247,825		$	-		$	23,586		$	-		$	-
Annuity payments and contract charges		(3,890	)		(1,806	)		(12,550	)		(13,810	)		(42,968	)		(67,499	)		(7,121	)		(7,267	)		(9,120	)		(6,755	)
Annuity transfers		-			-			-			-			-			-			-			-			-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserve		(5	)		(121	)		3,542			(6,160	)		(1,222	)		(1,966	)		(521	)		(22	)		(746	)		(645	)
Net annuitization activity	$	(3,895	)	$	(1,927	)	$	(9,008	)	$	52,055		$	(44,190	)	$	178,360		$	(7,642	)	$	16,297		$	(9,866	)	$	(7,400	)
Increase (Decrease) in net assets from participant transactions	$	8,533,125		$	9,072,164		$	4,421,890		$	32,166,544		$	(12,448,762	)	$	11,499,915		$	(3,383,641	)	$	(12,152,003	)	$	(4,601,875	)	$	(1,303,467	)
Increase (Decrease) in net assets	$	(2,454,507	)	$	7,062,165		$	592,780		$	32,050,931		$	(23,473,078	)	$	(3,948,323	)	$	(5,548,448	)	$	(13,350,541	)	$	(5,948,827	)	$	(629,800	)
Net assets:
Beginning of year	$	34,145,689		$	27,083,524		$	47,271,929		$	15,220,998		$	46,649,921		$	50,598,244		$	11,224,190		$	24,574,731		$	14,564,433		$	15,194,233
End of year	$	31,691,182		$	34,145,689		$	47,864,709		$	47,271,929		$	23,176,843		$	46,649,921		$	5,675,742		$	11,224,190		$	8,615,606		$	14,564,433
Units Transactions:
Beginning of year		3,148,941			2,025,239			4,188,905			1,317,651			5,070,993			3,782,883			1,054,691			2,121,287			900,726			988,307
Purchase		38,186			844,944			32,991			1,401,794			25,089			773,084			8,445			60,305			4,826			10,956
Transferred between Sub-Accounts and Fixed Accumulation Account		1,617,766			473,696			679,031			1,681,148			(1,279,697	)		906,901			(260,358	)		(997,657	)		(202,844	)		27,189
Withdrawn, surrendered and annuitized		(259,424	)		(194,938	)		(335,877	)		(211,688	)		(450,907	)		(391,875	)		(114,785	)		(129,244	)		(123,249	)		(71,348	)
End of year		4,545,469			3,148,941			4,565,050			4,188,905			3,365,478			5,070,993			687,993			1,054,691			579,459			900,726

See notes to financial statements

- 26 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts
Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	OP3 Sub-Account						OP4 Sub-Account						PHY Sub-Account			PMB Sub-Account			PRR Sub-Account			PTR Sub-Account				RX1 Sub-Account
	Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Period End December 31, 2002 (d)			Period End December 31, 2002 (d)			Period End December 31, 2002 (d)			Period Ended December 31, 2002 (d)			Year Ended December 31, 2002				Period Ended December 31, 2001 (a)
Operations:
Net investment income (loss)	$	(83,373	)	$	(33,365	)	$	20,492		$	35,517		$	443,985		$	339,421		$	3,707		$	117,698		$		8,241		$	3,952
Net realized gains (losses)		510,679			1,582,394			(215,549	)		(59,812	)		20,814			78,162			2,325			192,519				(229,567	)		(163	)
Net unrealized gains (losses)		(1,968,895	)		(1,007,212	)		(342,834	)		(227,621	)		1,869,376			2,819,791			39,115			343,769				(57,323	)		7,255
Increase (Decrease) in net assets from Operations	$	(1,541,589	)	$	541,817		$	(537,891	)	$	(251,916	)	$	2,334,175		$	3,237,374		$	45,147		$	653,986		$		(278,649	)	$	11,044
Participant transactions:
Accumulation activity:
Purchase payments received	$	61,221		$	398,621		$	39,064		$	151,907		$	1,114,255		$	990,682		$	229,896		$	2,161,967		$		180,419		$	78,536
Net transfers between Sub-Accounts and Fixed Account		(972,102	)		(3,187,530	)		(473,426	)		91,906			27,027,265			27,656,822			1,394,352			40,168,532				915,223			117,164
Withdrawals, surrenders, annuitizations and contract charges		(1,351,347	)		(585,858	)		(514,177	)		(460,560	)		(536,730	)		(562,820	)		(9,287	)		(363,298	)			(86,231	)		(6	)
Net accumulation activity	$	(2,262,228	)	$	(3,374,767	)	$	(948,539	)	$	(216,747	)	$	27,604,790		$	28,084,684		$	1,614,961		$	41,967,201		$		1,009,411		$	195,694
Annuitization activity:
Annuitizations	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$		-		$	-
Annuity payments and contract charges		(6,110	)		(3,295	)		-			-			-			-			-			-				-			-
Annuity transfers		-			-			-			-			-			-			-			-				-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-				-			-
Adjustments to annuity reserve		(644	)		10			-			-			-			-			173			114				-			-
Net annuitization activity	$	(6,754	)	$	(3,285	)	$	-		$	-		$	-		$	-		$	173		$	114		$		-		$	-
Increase (Decrease) in net assets from participant transactions	$	(2,268,982	)	$	(3,378,052	)	$	(948,539	)	$	(216,747	)	$	27,604,790		$	28,084,684		$	1,615,134		$	41,967,315		$		1,009,411		$	195,694
Increase (Decrease) in net assets	$	(3,810,571	)	$	(2,836,235	)	$	(1,486,430	)	$	(468,663	)	$	29,938,965		$	31,322,058		$	1,660,281		$	42,621,301		$		730,762		$	206,738
Net assets:
Beginning of year	$	7,470,840		$	10,307,075		$	3,346,490		$	3,815,153		$	-		$	-		$	-		$	-		$		206,738		$	-
End of year	$	3,660,269		$	7,470,840		$	1,860,060		$	3,346,490		$	29,938,965		$	31,322,058		$	1,660,281		$	42,621,301		$		937,500		$	206,738
Units Transactions:
Beginning of year		536,606			762,532			304,247			324,989			-			-			-			-				25,047			-
Purchase		3,911			28,449			3,691			13,706			106,485			90,672			23,469			215,170				29,216			9,952
Transferred between Sub-Accounts and Fixed Accumulation Account		(94,309	)		(208,954	)		(49,185	)		6,519			2,709,968			2,655,373			139,104			3,992,394				138,927			15,096
Withdrawn, surrendered and annuitized		(115,939	)		(45,421	)		(52,656	)		(40,967	)		(51,800	)		(51,180	)		(945	)		(36,348	)			(14,883	)		(1	)
End of year		330,269			536,606			206,097			304,247			2,764,653			2,694,865			161,628			4,171,216				178,307			25,047

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

(d) For the period September 30, 2002 (commencement of operations) through December 31, 2002.

See notes to financial statements

- 27 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts
Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	RX2 Sub-Account						SB1 Sub-Account						SB2 Sub-Account						SB3 Sub-Account						SB4 Sub-Account
	Year Ended December 31, 2002			Period Ended December 31, 2001 (a)			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001
Operations:
Net investment income (loss)	$	(19,012	)	$	(7,370	)	$	(8,009	)	$	(4,504	)	$	(1,398	)	$	(5,892	)	$	116,540		$	76,331		$	(4,403	)	$	23,091
Net realized gains (losses)		(758,725	)		(412	)		(23,728	)		46,501	)		(7,978	)		20,704			58,790			38,621			(97,970	)		(13,305	)
Net unrealized gains (losses)		(76,313	)		(53,260	)		(213,024	)		(54,002	)		(128,733	)		(80,106	)		73,445			125,821			(186,231	)		(117,453	)
Increase (Decrease) in net assets from Operations	$	(854,050	)	$	(61,042	)	$	(244,761	)	$	(12,005	)	$	(138,109	)	$	(65,294	)	$	248,775		$	240,773		$	(288,604	)	$	(107,667	)
Participant transactions:
Accumulation activity:
Purchase payments received	$	568,349		$	447,331		$	334		$	10,653		$	1,082		$	8,159		$	605		$	3,341		$	2,302		$	2,337
Net transfers between Sub-Accounts and Fixed Account		(254,462	)		1,276,774			(11,007	)		416,947			(17,492	)		29,508			40,295			(902,803	)		(217,239	)		(61,382	)
Withdrawals, surrenders, annuitizations and contract charges		(200,536	)		(16,695	)		(70,550	)		(30,244	)		(6,139	)		(48,575	)		(595,288	)		(477,261	)		(755,935	)		(479,033	)
Net accumulation activity	$	113,351		$	1,707,410		$	(81,223	)	$	397,356		$	(22,549	)	$	(10,908	)	$	(554,388	)	$	(1,376,723	)	$	(970,872	)	$	(538,078	)
Annuitization activity:
Annuitizations	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Annuity payments and contract charges		-			-			-			-			-			-			(1,462	)		(1,441	)		(881	)		(946	)
Annuity transfers		-			-			-			-			-			-			-			-			-			-
Net transfers between Sub-Accounts					-			-			-			-			-			-			-			-			-
Adjustments to annuity reserve		-			-			-			-			-			-			(1,000	)		7			(21	)		(34	)
Net annuitization activity	$	-		$	-		$	-		$	-		$	-		$	-		$	(2,462	)	$	(1,434	)	$	(902	)	$	(980	)
Increase (Decrease) in net assets from participant transactions	$	113,351		$	1,707,410		$	(81,223	)	$	397,356		$	(22,549	)	$	(10,908	)	$	(556,850	)	$	(1,378,157	)	$	(971,774	)	$	(539,058	)
Increase (Decrease) in net assets	$	(740,699	)	$	1,646,368		$	(325,984	)	$	385,351		$	(160,658	)	$	(76,202	)	$	(308,075	)	$	(1,137,384	)	$	(1,260,378	)	$	(646,725	)
Net assets:
Beginning of year	$	1,646,368		$	-		$	895,117		$	509,766		$	566,123		$	642,325		$	3,651,666		$	4,789,050		$	3,979,916		$	4,626,641
End of year	$	905,669		$	1,646,368		$	569,133		$	895,117		$	405,465		$	566,123		$	3,343,591		$	3,651,666		$	2,719,538		$	3,979,916
Units Transactions:
Beginning of year		207,526			-			58,507			33,486			46,806			50,200			312,493			432,976			377,628			429,550
Purchase		85,382			56,191			231			678			94			645			64			295			244			218
Transferred between Sub-Accounts and Fixed Accumulation Account		(72,002	)		153,634			(2,736	)		26,299			(2,136	)		87			3,690			(78,922	)		(20,649	)		(6,244	)
Withdrawn, surrendered and annuitized		(35,984	)		(2,299	)		(5,680	)		(1,956	)		(591	)		(4,126	)		(49,897	)		(41,856	)		(76,549	)		(45,896	)
End of year		184,922			207,526			50,322			58,507			44,173			46,806			266,350			312,493			280,674			377,628

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

See notes to financial statements

- 28 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Changes in Net Assets - continued

	SC1 Sub-Account						SC2 Sub-Account						SC3 Sub-Account						SC4 Sub-Account						SC5 Sub-Account
	Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001
Operations:
Net investment income (loss)	$	(424,605	)	$	1,356,449		$	3,967,217		$	2,265,478		$	1,347,699		$	651,479		$	(93,524	)	$	(242,136	)	$	(771,996	)	$	(689,460	)
Net realized gains (losses)		-			(13	)		(809,059	)		445,817			3,049,161			1,403,818			(609,706	)		(4,651,055	)		(2,548,887	)		(2,489,237	)
Net unrealized gains (losses)		-			13			235,580			(375,204	)		(3,894,500	)		(206,079	)		(1,869,457	)		1,933,975			(5,853,641	)		2,259,571
Increase (Decrease) in net assets from operations	$	(424,605	)	$	1,356,449		$	3,393,738		$	2,336,091		$	502,360		$	1,849,218		$	(2,572,687	)	$	(2,959,216	)	$	(9,174,524	)	$	(919,126	)
Participant transactions:
Accumulation activity:
Purchase payments received	$	56,085,331		$	61,183,777		$	21,071,457		$	17,462,938		$	6,468,652		$	5,513,151		$	1,073,241		$	7,344,960		$	6,656,346		$	16,298,751
Net transfers between Sub-Accounts and Fixed Account		31,322,047			30,836,941			(32,198,932	)		34,391,448			19,934,315			1,821,563			(327,848	)		(6,246,177	)		6,230,667			6,860,730
Withdrawals, surrenders, annuitizations and contract charges		(59,266,468	)		(16,485,142	)		(8,111,148	)		(3,488,884	)		(2,901,371	)		(1,589,971	)		(558,590	)		(1,268,037	)		(3,825,368	)		(3,481,265	)
Net accumulation activity	$	28,140,910		$	75,535,576		$	(19,238,623	)	$	48,365,502		$	23,501,596		$	5,744,743		$	186,803		$	(169,254	)	$	(9,061,645	)	$	19,678,216
Annuitization activity:
Annuitizations	$	149,023		$	308,296		$	34,356		$	-		$	13,612		$	22,482		$	-		$	-		$	-		$	82,828
Annuity payments and contract charges		(76,969	)		(112,515	)		(75,113	)		(80,351	)		(9,781	)		(2,066	)		(4,442	)		(1,379	)		(9,916	)		(16,303	)
Annuity transfers		-			-			-			-			-			-			-			-			-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserve		(5,210	)		(1,613	)		(4,441	)		(5,005	)		2,133			(2,628	)		83			(59	)		4,314			(11,598	)
Net annuitization activity	$	66,844		$	194,168		$	(45,198	)	$	(85,356	)	$	5,964		$	17,788		$	(4,359	)	$	(1,438	)	$	(5,602	)	$	54,927
Increase (Decrease) in net assets from participant transactions	$	28,207,754		$	75,729,744		$	(19,283,821	)	$	48,280,146		$	23,507,560		$	5,762,531		$	182,444		$	(170,692	)	$	9,056,043		$	19,733,143
Increase (Decrease) in net assets	$	27,783,149		$	77,086,193		$	(15,890,083	)	$	50,616,237		$	24,009,920		$	7,611,749		$	(2,390,243	)	$	(3,129,908	)	$	(118,481	)	$	18,814,017
Net assets:
Beginning of year	$	115,305,491		$	38,219,298		$	79,912,659		$	29,296,422		$	18,358,466		$	10,746,717		$	8,230,145		$	11,360,053		$	51,486,712		$	32,672,695
End of year	$	143,088,640		$	115,305,491		$	64,022,576		$	79,912,659		$	42,368,386		$	18,358,466		$	5,839,902		$	8,230,145		$	51,368,231		$	51,486,712
Units Transactions:
Beginning of year		10,787,454			3,603,840			7,089,173			2,715,389			1,408,479			867,981			994,748			1,061,619			4,473,960			2,345,719
Purchase		5,477,772			5,836,764			1,906,113			1,586,735			491,134			456,635			174,607			912,922			688,992			1,558,017
Transferred between Sub-Accounts and Fixed Accumulation Account		3,011,665			2,892,131			(2,770,342	)		3,101,944			1,556,195			208,648			(61,772	)		(816,527	)		762,009			875,049
Withdrawn, surrendered and annuitized		(5,751,068	)		(1,545,281	)		(730,088	)		(314,895	)		(214,300	)		(124,785	)		(83,770	)		(163,266	)		(379,828	)		(304,825	)
End of year		13,525,823			10,787,454			5,494,856			7,089,173			3,241,508			1,408,479			1,023,813			994,748			5,545,133			4,473,960

See notes to financial statements

- 29 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Changes in Net Assets - continued

	SC6 Sub-Account						SC7 Sub-Account						SC8 Sub-Account						SC9 Sub-Account						SCA Sub-Account
	Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001
Operations:
Net investment income (loss)	$	(35,512	)	$	(34,511	)	$	(471,576	)	$	(259,405	)	$	(95,703	)	$	(66,800	)	$	(21,688	)	$	(11,647	)	$	(181,413	)	$	(190,930	)
Net realized gains (losses)		(337,695	)		(232,687	)		(1,400,119	)		(2,895,803	)		(873,219	)		(31,130	)		(668,923	)		120,827			(331,103	)		229,706
Net unrealized gains (losses)		(821,988	)		116,734			(4,816,324	)		(122,141	)		(848,167	)		(233,360	)		(759,086	)		(321,910	)		(804,491	)		743,593
Increase (Decrease) in net assets from operations	$	(1,195,195	)	$	(150,464	)	$	(6,688,019	)	$	(3,277,349	)	$	(1,817,089	)	$	(331,290	)	$	(1,449,697	)	$	(212,730	)	$	(1,317,007	)	$	782,369
Participant transactions:
Accumulation activity:
Purchase payments received	$	643,150		$	947,858		$	5,946,970		$	19,758,608		$	988,647		$	3,362,647		$	515,521		$	1,959,323		$	1,754,687		$	7,620,406
Net transfers between Sub-Accounts and Fixed Account		745,564			545,371			2,439,064			6,911,496			(287,889	)		2,705,134			197,281			2,855,193			1,115,688			(420,900	)
Withdrawals, surrenders, annuitizations and contract charges		(177,913	)		(234,813	)		(2,079,264	)		(2,055,972	)		(788,894	)		(223,556	)		(404,678	)		(402,238	)		(1,243,236	)		(1,280,293	)
Net accumulation activity	$	1,210,801		$	1,258,416		$	6,306,770		$	24,614,132		$	(88,136	)	$	5,844,225		$	308,124		$	4,412,278		$	1,627,139		$	5,919,213
Annuitization activity:
Annuitizations	$	-		$	27,210		$	-		$	97,366		$	183		$	26,975		$	-		$	21,702		$	-		$	44,452
Annuity payments and contract charges		(1,864	)		(2,050	)		(9,448	)		(3,054	)		(952	)		(253	)		(516	)		(202	)		(2,382	)		(417	)
Annuity transfers		-			-			-			-			-			-			-			-			-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserve		2,983			(3,189	)		(50,768	)		58,969			2,535			(3,055	)		2,337			(2,341	)		5,785			(5,190	)
Net annuitization activity	$	1,119		$	21,971		$	(60,216	)	$	153,281		$	1,766		$	23,667		$	1,821		$	19,159		$	3,403		$	38,845
Increase (Decrease) in net assets from participant transactions	$	1,211,920		$	1,280,387		$	6,246,554		$	24,767,413		$	(86,370	)	$	5,867,892		$	309,945		$	4,431,437		$	1,630,542		$	5,958,058
Increase (Decrease) in net assets	$	16,725		$	1,129,923		$	(441,465	)	$	21,490,064		$	(1,903,459	)	$	5,536,602		$	(1,139,752	)	$	4,218,707		$	313,535		$	6,740,427
Net assets:
Beginning of year	$	3,569,703		$	2,439,780		$	32,120,228		$	10,630,164		$	7,997,588		$	2,460,986		$	4,530,621		$	311,914		$	12,795,381		$	6,054,954
End of year	$	3,586,428		$	3,569,703		$	31,678,763		$	32,120,228		$	6,094,129		$	7,997,588		$	3,390,869		$	4,530,621		$	13,108,916		$	12,795,381
Units Transactions:
Beginning of year		399,721			237,057			3,692,440			1,085,376			771,222			218,554			426,871			27,744			1,179,279			589,160
Purchase		78,622			108,275			731,909			2,229,741			103,920			323,301			53,474			178,433			172,603			756,443
Transferred between Sub-Accounts and Fixed Accumulation Account		105,028			80,935			251,816			623,164			(49,263	)		251,685			17,539			259,156			100,922			(37,081	)
Withdrawn, surrendered and annuitized		(25,432	)		(26,546	)		(266,943	)		(245,841	)		(91,153	)		(22,318	)		(47,903	)		(38,462	)		(128,907	)		(129,243	)
End of year		557,939			399,721			4,409,222			3,692,440			734,726			771,222			449,981			426,871			1,323,897			1,179,279

See notes to financial statements

- 30 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive 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						SCE Sub-Account						SCF Sub-Account
	Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Year Ended December 31, 2001			Year Ended December 31, 2002			Period Ended December 31, 2001 (a)			Year Ended December 31, 2002			Period Ended December 31, 2001 (a)			Year Ended December 31, 2002			Period Ended December 31, 2001 (a)
Operations:
Net investment income (loss)	$	(377,029	)	$	(115,074	)	$	(13,276	)	$	(3,396	)	$	(23,421	)	$	(11,067	)	$	(5,508	)	$	(1,541	)	$	(76,723	)	$	(23,452	)
Net realized gains (losses)		(431,400	)		416,769			(240,791	)		(578	)		(1,201,719	)		9,741			(281,006	)		(26,684	)		(1,545,825	)		(10,597	)
Net unrealized gains (losses)		(4,910,400	)		827,803			(424,250	)		(107,592	)		107,959			(107,959	)		17,448			(17,453	)		(32,833	)		32,831
Increase (Decrease) in net assets from operations	$	(5,718,829	)	$	1,129,498		$	(678,317	)	$	(111,566	)	$	(1,117,181	)	$	(109,285	)	$	(269,066	)	$	(45,678	)	$	(1,655,381	)	$	(1,218	)
Participant transactions:
Accumulation activity:
Purchase payments received	$	7,286,870		$	4,993,677		$	443,489		$	1,417,667		$	513,895		$	955,770		$	138,623		$	314,690		$	1,270,918		$	1,779,346
Net transfers between Sub-Accounts and Fixed Account		24,156,331			10,693,853			519,219			1,090,809			(1,336,034	)		1,162,747			(277,503	)		155,266			(3,733,354	)		2,651,231
Withdrawals, surrenders, annuitizations and contract charges		(2,238,424	)		(1,031,713	)		(179,186	)		(63,551	)		(41,582	)		(28,330	)		(11,521	)		(4,811	)		(245,506	)		(66,036	)
Net accumulation activity	$	29,204,777		$	14,655,817		$	783,522		$	2,444,925		$	(863,721	)	$	2,090,187		$	(150,401	)	$	465,145		$	(2,707,942	)	$	4,364,541
Annuitization activity:
Annuitizations	$	6,757		$	22,252		$	-		$	21,897		$	-		$	-		$	-		$	-		$	-		$	-
Annuity payments and contract charges		(3,057	)		(207	)		(147	)		(202	)		-			-			-			-			-			-
Annuity transfers		-			-			-			-			-			-			-			-			-			-
Net transfers between Sub-Accounts		-			-			-			-			-			-			-			-			-			-
Adjustments to annuity reserve		3,150			(2,613	)		2,332			(2,332	)		-			-			-			-			-			-
Net annuitization activity	$	6,850		$	19,432		$	2,185		$	19,363		$	-		$	-		$	-		$	-		$	-		$	-
Increase (Decrease) in net assets from participant transactions	$	29,211,627		$	14,675,249		$	785,707		$	2,464,288		$	(863,721	)	$	2,090,187		$	(150,401	)	$	465,145		$	(2,707,942	)	$	4,364,541
Increase (Decrease) in net assets	$	23,492,798		$	15,804,747		$	107,390		$	2,352,722		$	(1,980,902	)	$	1,980,902		$	(419,467	)	$	419,467		$	(4,363,323	)	$	4,363,323
Net assets:
Beginning of year	$	19,339,906		$	3,535,159		$	2,472,871		$	120,149		$	1,980,902		$	-		$	419,467		$	-		$	4,363,323		$	-
End of year	$	42,832,704		$	19,339,906		$	2,580,261		$	2,472,871		$	-		$	1,980,902		$	-		$	419,467		$	-		$	4,363,323
Units Transactions:
Beginning of year		1,560,208			292,014			237,971			10,689			279,791			-			76,141			-			430,414			-
Purchase		622,579			420,567			45,211			129,684			79,839			130,168			31,995			52,245			137,679			177,368
Transferred between Sub-Accounts and Fixed Accumulation Account		2,499,310			938,148			60,078			103,756			(350,776	)		153,710			(104,774	)		24,731			(538,768	)		260,105
Withdrawn, surrendered and annuitized		(212,885	)		(90,521	)		(18,928	)		(6,158	)		(8,854	)		(4,087	)		(3,362	)		(835	)		(29,325	)		(7,059	)
End of year		4,469,212			1,560,208			324,332			237,971			-			279,791			-			76,141			-			430,414

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

See notes to financial statements

- 31 -

Futurity, Futurity II, Futurity Focus, Futurity Accolade, Futurity Focus II, Futurity III, Futurity Select Four

Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive Sub-Accounts

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

Statements of Changes in Net Assets - continued

	SCG Sub-Account						SCH Sub-Account						SCI Sub-Account						SCJ Sub-Account						SCK Sub-Account				SCL Sub-Account					SCM Sub-Account
	Year Ended December 31, 2002			Period Ended December 31, 2001 (a)			Year Ended December 31, 2002			Period Ended December 31, 2001 (a)			Period Ended December 31, 2002			Period Ended December 31, 2001 (a)				Period Ended December 31, 2002 (c)				Period Ended December 31, 2002 (c)						Year Ended December 31, 2002(c)					Period Ended December 31, 2002 (e)
Operations:
Net investment income (loss)	$	(26,217	)	$	(5,864	)	$	(44,281	)	$	(208	)	$	(42,025	)	$	(12,157	)			$	(30,078	)			$	(16,793	)			$	(9,088	)			$	(228	)
Net realized gains (losses)		(306,876	)		(304,826	)		(93,940	)		(4,309	)		(566,365	)		(30,173	)				(445,030	)				(347,530	)				(116,851	)				(981	)
Net unrealized gains (losses)		(13,899	)		13,895			(409,925	)		57,560			(518,621	)		(119,683	)				(419,656	)				(246,575	)				(2,739	)				4,217
Increase (Decrease) in net assets from operations	$	(346,992	)	$	(296,795	)	$	(548,146	)	$	53,043		$	(1,127,011	)	$	(162,013	)			$	(894,764	)			$	(610,898	)			$	(128,678	)			$	3,008
Participant transactions:
Accumulation activity:
Purchase payments received	$	384,177		$	405,199		$	1,132,838		$	782,239		$	1,275,853		$	937,098				$	1,388,049				$	1,467,945				$	427,351				$	12,447
Net transfers between Sub-Accounts and Fixed Account		(734,471	)		715,816			3,037,414			690,792			385,892			1,716,568					5,374,277					3,720,135					1,934,020					121,138
Withdrawals, surrenders, annuitizations and contract charges		(75,829	)		(50,950	)		(294,783	)		(9,444	)		(145,566	)		(62,355	)				(186,344	)				(153,106	)				(71,480	)				(350	)
Net accumulation activity	$	(426,123	)	$	1,070,065		$	3,875,469		$	1,463,587		$	1,516,179		$	2,591,311				$	6,575,982				$	5,034,974				$	2,289,891				$	133,235
Annuitization activity:
Annuitizations	$	-		$	-		$	192		$	-		$	-		$	-				$	-				$	-				$	-				$	-
Annuity payments and contract charges		(155	)		-			(2,251	)		-			(134	)		-					-					-					-					-
Annuity transfers		-			-			-			-			-			-					-					-					-					-
Net transfers between Sub-Accounts		-			-			-			-			-			-					-					-					-					-
Adjustments to annuity reserve		-			-			808			-			-			-					-					-					-					-
Net annuitization activity	$	(155	)	$	-		$	(1,251	)	$	-		$	(134	)	$	-				$	-				$	-				$	-				$	-
Increase (Decrease) in net assets from participant transactions	$	(426,278	)	$	1,070,065		$	3,874,218		$	1,463,587		$	1,516,045		$	2,591,311				$	6,575,982				$	5,034,974				$	2,289,891				$	133,235
Increase (Decrease) in net assets	$	(773,270	)	$	773,270		$	3,326,072		$	1,516,630		$	389,034		$	2,429,298				$	5,681,218				$	4,424,076				$	2,161,213				$	136,243
Net assets:
Beginning of year	$	773,270		$	-		$	1,516,630		$	-		$	2,429,298		$	-				$	-				$	-				$	-				$	-
End of year	$	-		$	773,270		$	4,842,702		$	1,516,630		$	2,818,332		$	2,429,298				$	5,681,218				$	4,424,076				$	2,161,213				$	136,243
Units Transactions:
Beginning of year		90,980			-			154,774			-			280,389			-					-					-					-					-
Purchase		43,592			47,928			117,198			82,615			162,212			109,046					136,250					141,807					40,533					1,425
Transferred between Sub-Accounts and Fixed Accumulation Account		(125,362	)		49,305			311,262			73,169			39,934			178,557					647,050					445,240					251,227					16,854
Withdrawn, surrendered and annuitized		(9,210	)		(6,253	)		(32,398	)		(1,010	)		(21,475	)		(7,214	)				(22,745	)				(18,656	)				(9,701	)				(48	)
End of year		-			90,980			550,836			154,774			461,060			280,389					760,555					568,391					282,059					18,231

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

(c) For the period May 1, 2002 (commencement of operations) through December 31, 2002.

(e) For the period April 29, 2002 (commencement of operations) through December 31, 2002.

See notes to financial statements

- 32 -

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

Select Four, Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity

Select Incentive 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, Futurity Select Four Plus contracts, Futurity Select Seven contracts, Futurity Select Freedom contracts and Futurity Select Incentive 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 respect 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., Arnhold and S. Bleichroader Advisers, Inc., the Alger American Fund, Alliance Variable Products Series Fund, Inc., Credit Suisse Institutional Fund, Inc., Fidelity Variable Insurance Products Funds, First Eagle Variable Fund, 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, PIMCO Variable Insurance Trust, Rydex Variable Trust, Sun Capital Advisers Trust and the Templeton Securities Fund. 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, PIMCO Variable Insurance Trust, Sun Capital Advisers Trust and the Franklin Templeton Variable Insurance Products 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, First Eagle Variable Fund, 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, PIMCO Variable Insurance Trust, Rydex Variable Trust, Sun Capital Advisers Trust and the Franklin Templeton Variable Insurance Products 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, First Eagle Variable Fund, 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, PIMCO Variable Insurance Trust, Rydex Variable Trust, Sun Capital Advisers Trust and the Franklin Templeton Variable Insurance Products Trust. With respects to the Futurity Select Four Plus contracts, Futurity Select Seven contracts, Futurity Select Freedom contracts and Futurity Select Incentive contracts, the Funds are: AIM Variable Insurance Fund, Inc., Alliance Variable Products Series Fund, Inc., Fidelity Variable Insurance Products Funds, First Eagle Variable Fund, Goldman Sachs Variable Insurance Trust, INVESCO Variable Investment Funds, Inc., Lord Abbett Series Fund, Inc., MFS/Sun Life Series Trust, PIMCO Variable Insurance Trust, Rydex Variable Trust, Sun Capital Advisers Trust and the Franklin Templeton Variable Insurance Products Trust.

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

- 33 -

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

Select Four, Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity

Select Incentive 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.

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	0.85%	1.00%		1.10%		1.15%		1.25%		1.40%
Futurity Select Four contracts	0.95%	1.10%		1.20%		1.35%		1.45%		1.60%
Futurity Select Four Plus contracts	1.30%	1.50%		1.55%		1.70%		1.75%		1.90%
Futurity Select Seven contracts	1.05%	1.25%		1.30%		1.45%		1.50%		1.65%
Futurity Select Freedom contracts	1.35%	1.55%		1.60%		1.75%		1.80%		1.95%
Futurity Select Incentive contracts	1.40%	1.60%		1.65%		1.80%		1.85%		2.00%

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

Select Four, Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity

Select Incentive 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, Futurity Select Four contracts, Futurity Select Four Plus contracts, Futurity Select Seven contracts, Futurity Select Freedom contracts and Futurity Select Incentive 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.

For assuming the risk that withdrawal charges may be insufficient to compensate it for the costs of distributing the contracts, 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 Futurity Select Seven and Futurity Select Incentive and an effective annual rate of 0.20% of the net assets attributable to Futurity Select Four Plus and Futurity Select Freedom 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 6% of certain amounts withdrawn when applicable, may be deducted to cover certain expenses relating to the sale of Futurity Select Four and Futurity II contracts; 7% for Futurity III contracts and 8% for Futurity, Futurity Focus, Futurity Accolade, Futurity Select Four Plus, Futurity Select Seven and Futurity Select Incentive 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, 2002, the Sponsor received the following amount related to the above mentioned contract and surrender charges. These charges are reflected in the Withdrawals, surrenders and annuitizations line of the Statement of Changes in Net Assets.

	Contract Charges		Surrender Charges
AIM Variable Insurance Fund, Inc.
V.I. Capital Appreciation Fund	$	19,838	$	18,331
V.I. Growth Fund		25,513		22,517
V.I. Growth and Income Fund		22,553		49,127
V.I. International Equity Fund		18,557		24,784
V.I. Value Fund		1,640		2,590
V.I. International Growth Fund Series 2		-		780
Arnhold and S. Bleichroader Advisers, Inc.
First Eagle SoGen Overseas Variable Fund		1,640		13,128
The Alger American Fund
Growth Portfolio		28,354		63,570
Income and Growth Portfolio		18,662		57,273
Small Capitalization Portfolio		7,118		11,322
Alliance Variable Products Series Fund, Inc.
Premier Growth Fund		1,778		2,852
Technology Fund		754		2,586
Growth and Income Fund		5,967		10,823
Worldwide Privatization Fund		225		258
Quasar Fund		196		26
Credit Suisse Institutional
Emerging Markets Portfolio		831		3,185
International Equity Portfolio		668		1,713

- 35 -

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

Select Four, Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity

Select Incentive 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

Credit Suisse Institutional - continued	Contract Charges		Surrender Charges
Global Post-Venture Capital Portfolio		316		1,103
Small Company Growth Portfolio		1,154		3,278
Fidelity Variable Insurance Products Funds
VIP Contrafund		1,836		9,834
VIP Overseas Fund		4,557		15,347
VIP Growth Fund		8,978		38,396
Franklin Templeton Variable Insurance Products Trust
Foreign Securities Fund Class 2		33		2
Goldman Sachs Variable Insurance Trust
VIT CORE Large Cap Growth Fund		2,541		5,723
VIT CORE Small Cap Equity Fund		2,234		8,622
VIT CORE US Equity Fund		6,682		21,163
VIT Growth and Income Fund		2,607		24,251
VIT International Equity Fund		4,289		15,389
VIT Internet Tollkeeper Fund		-		17
VIT Capital Growth Fund		387		885
INVESCO Variable Investment Funds, Inc.
Dynamics Fund		506		1,557
Small Company Growth Fund		522		627
J.P. Morgan Series Trust II
International Opportunities Portfolio		3,411		6,934
Small Company Portfolio		2,828		7,646
U.S. Disciplined Equity Portfolio		7,019		20,649
Lord Abbett Series Fund, Inc.
Growth and Income Portfolio		35,758		174,525
International Portfolio		223		2,141
Mid Cap Value		14,142		39,046
MFS/Sun Life Series Trust
Capital Appreciation Series		10,269		42,351
Capital Appreciation S Class		293		407
Emerging Growth Series		26,516		113,380
Emerging Growth S Class		407		540
Government Securities Series		15,163		165,051
Government Securities S Class		3,548		41,446
High Yield Series		14,817		87,751
High Yield S Class		1,219		5,339
Massachusetts Investors Growth Stock Series		19,581		77,582
Massachusetts Investors Growth Stock S Class		1,591		3,852
Massachusetts Investors Trust Series		13,110		56,998
Massachusetts Investors Trust S Class		1,240		2,191
Money Market		2,209		36,919
New Discovery Series		13,504		46,598
New Discovery S Class		1,630		4,970
Total Return Series		15,290		66,723
Total Return S Class		3,507		20,411
Utilities Series		15,723		67,800
Utilities S Class		804		2,536
OCC Accumulation Trust
Equity Portfolio		3,642		22,614
Managed Portfolio		882		35,741
Mid Cap Portfolio		4,072		15,360
Small Cap Portfolio		2,397		15,877

- 36 -

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

Select Four, Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity

Select Incentive 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
PIMCO Variable Insurance Trust
High Yield Portfolio		1,480		2,227
Emerging Markets Bond Portfolio		1,421		7,506
Real Return Portfolio		32		2
Total Return Portfolio		1,240		371
Rydex Variable Trust
Nova Fund		251		1,080
OTC Fund		338		3,919
Salomon Brothers Variable Series Funds, Inc.
Capital Fund		337		1,003
Investors Fund		114		-
Strategic Bond Fund		840		13,422
Total Return Fund		1,243		15,295
Sun Capital Advisers Trust
Sun Capital Money Market Fund		25,125		735,975
Sun Capital Investment Grade Bond Fund		16,363		133,974
Sun Capital Real Estate Fund		12,978		78,496
SC Select Equity Fund		3,021		7,087
SC Blue Chip Mid Cap Fund		20,134		98,374
SC Investors Foundation Fund		1,324		2,193
SC Davis Venture Value Fund		9,300		38,680
SC Davis Financial Fund		2,570		14,704
SC Value Equity Fund		1,757		9,974
SC Value Mid Cap Fund		4,781		31,054
SC Value Small Cap Fund		12,115		43,926
SC Value Managed Fund		624		3,457
SC INVESCO Technology Fund		616		197
SC INVESCO Telecommunications Fund		135		375
SC INVESCO Health Sciences Fund		1,785		1,831
SC INVESCO Energy Fund		603		40
SC Neuberger Berman Mid Cap Value Fund		956		3,957
SC Neuberger Berman Mid Cap Growth Fund		772		1,888
SC Alger Growth Fund		846		1,771
SC Alger Income & Growth Fund		540		2,672
SC Alger Small Capitalization Fund		360		2,237
Sun Capital All Cap Fund		0		0

(4) Annuity Reserves

Annuity reserves are calculated using the 1983 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 and an assumed interest rate of 3% per year for Futurity Focus II, Futurity III, Futurity Select Four, Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity Select Incentive products. Required adjustments to the reserves are accomplished by transfers to or from the Sponsor.

- 37 -

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

Select Four, Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity

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

Notes to Financial Statements - continued

(5) 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, 2002:

	Purchases		Sales
AIM Variable Insurance Fund, Inc.
V.I. Growth Fund Series 2	$	76,960	$	302
V.I. Core Equity Fund Series 2		107,313		408
V.I. Capital Appreciation Fund		6,820,929		14,511,060
V.I. Growth Fund		25,808,797		13,802,971
V.I. Growth and Income Fund		4,629,634		15,674,256
V.I. International Equity Fund		126,119,683		144,905,872
V.I. Value Fund		4,954,556		1,568,548
V.I. Capital Appreciation Fund Series 2		122,423		441
V.I. International Growth Fund Series 2		355,688		271,995
V.I. Premier Equity Fund Series 2		48,627		27,823
Arnhold and S. Bleichroader Advisers, Inc.
First Eagle SoGen Overseas Variable Fund		42,440,282		1,883,529
The Alger American Fund
Growth Portfolio		5,581,602		19,949,801
Income and Growth Portfolio		4,382,988		14,958,055
Small Capitalization Portfolio		1,068,715		3,371,813
Alliance Variable Products Series Fund, Inc.
Growth and Income Fund		26,865,493		7,268,836
Premier Growth Fund		5,498,027		2,097,735
Quasar Fund		1,288,689		2,184,249
Technology Fund		1,511,969		507,275
Worldwide Privatization Fund		5,112,941		2,898,349
Credit Suisse Institutional
Emerging Markets Portfolio		187,000		388,456
Global Post-Venture Capital Portfolio		21,165		151,786
International Equity Portfolio		90,303		319,709
Small Company Growth Portfolio		748,573		1,824,831
Fidelity Variable Insurance Products Funds
VIP Contrafund		12,491,565		2,400,286
VIP Growth Fund		34,716,587		20,752,839
VIP Overseas Fund		61,799,805		70,217,117
Franklin Templteton Variable Insurance Products Trust
Growth Securities Fund Class 2		25,365		287
Foreign Securities Fund Class 2		592,140		6,688
Goldman Sachs Variable Insurance Trust
VIT Capital Growth Fund		1,946,497		361,502
VIT CORE Large Cap Growth Fund		2,080,527		21,568,380
VIT CORE Small Cap Equity Fund		1,362,181		3,096,752
VIT CORE US Equity Fund		3,748,449		5,529,624
VIT Growth and Income Fund		700,320		2,178,377
VIT International Equity Fund		886,479		2,765,957
VIT Internet Tollkeeper Fund		121,887		384,931
INVESCO Variable Investment Funds, Inc.
Dynamics Fund		2,485,631		974,904
Small Company Growth Fund		1,543,437		564,293
J.P. Morgan Series Trust II
International Opportunities Portfolio		341,725		2,061,450
Small Company Portfolio		632,469		1,552,912
U.S. Disciplined Equity Portfolio		2,065,940		5,473,008
Lord Abbett Series Fund, Inc.
Growth and Income Portfolio		58,609,284		40,781,763
Mid Cap Value		35,646,697		10,230,334
International Portfolio		1,551,770		690,130

-38-

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

Select Four, Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity

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

Notes to Financial Statements - continued

(5) Investment Purchases and Sales - continued

	Purchases		Sales
MFS/Sun Life Series Trust
Capital Appreciation S Class		6,448,042		5,586,079
Capital Appreciation Series		1,324,738		7,026,405
Emerging Growth S Class		1,465,673		668,315
Emerging Growth Series		5,438,524		17,276,962
Government Securities S Class		38,162,644		8,497,511
Government Securities Series		43,838,501		24,443,952
High Yield S Class		26,427,377		17,102,533
High Yield Series		16,083,584		29,376,126
Massachusetts Investors Growth Stock S Class		7,872,598		1,439,506
Massachusetts Investors Growth Stock Series		6,095,806		15,380,800
Massachusetts Investors Trust S Class		4,157,650		794,066
Massachusetts Investors Trust Series		3,154,177		10,433,000
Money Market Series		5,955,755		7,115,306
New Discovery S Class		18,207,922		1,041,310
New Discovery Series		17,831,634		9,712,793
Total Return S Class		30,263,386		5,167,256
Total Return Series		22,074,985		15,202,399
Utilities S Class		3,679,179		1,623,170
Utilities Series		3,349,179		15,029,426
OCC Accumulation Trust
Equity Portfolio		311,322		3,651,991
Managed Portfolio		133,282		1,061,329
Mid Cap Portfolio		1,422,008		5,937,095
Small Cap Portfolio		3,043,311		4,318,204
PIMCO Variable Insurance Trust
High Yield Portfolio		28,815,120		766,345
Emerging Markets Bond Portfolio		29,753,384		1,329,279
Real Return Portfolio		1,662,858		41,738
Total Return Portfolio		42,839,159		560,519
Rydex Variable Trust
Nova Fund		2,896,088		1,878,436
OTC Fund		2,090,187		1,995,848
Salomon Brothers Variable Series Funds, Inc.
Capital Fund		275,150		364,382
Investors Fund		36,066		60,013
Strategic Bond Fund		1,547,733		1,987,042
Total Return Fund		411,297		1,387,453
Sun Capital Advisers Trust
Sun Capital Money Market Fund		322,135,175		294,346,816
Sun Capital Investment Grade Bond Fund		77,277,722		92,589,889
Sun Capital Real Estate Fund		36,633,836		9,492,598
SC Select Equity Fund		2,511,967		2,423,130
SC Blue Chip Mid Cap Fund		21,689,308		13,409,576
SC Investors Foundation Fund		1,996,774		823,349
SC Davis Venture Value Fund		12,610,536		6,784,790
SC Davis Financial Fund		4,039,172		4,223,780
SC Value Equity Fund		2,356,224		2,070,304
SC Value Mid Cap Fund		9,181,305		7,737,961
SC Value Small Cap Fund		39,403,545		9,952,153
SC Value Managed Fund		2,046,508		1,276,409
SC INVESCO Technology Fund		1,247,854		2,134,996
SC INVESCO Telecommunications Fund		325,997		481,906
SC INVESCO Health Sciences Fund		4,539,055		7,323,720
SC INVESCO Energy Fund		3,647,007		4,099,502
SC Neuberger Berman Mid Cap Value Fund		5,461,865		1,632,736
SC Neuberger Berman Mid Cap Growth Fund		3,226,600		1,752,580
SC Alger Growth Fund		10,041,401		3,495,497
SC Alger Income & Growth Fund		7,692,282		2,674,101
SC Alger Small Capitalization Fund		3,273,238		992,435
Sun Capital All Cap Fund		142,424		9,417

- 39 -

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

Select Four, Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity

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

Notes to Financial Statements - continued

(6) 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, 2002, follows.

At December 31			For year ended December 31
	Unit Fair Value	Net	Investment	Expense Ratio	Total Return
Units	lowest to highest	Assets	Income Ratio*	lowest to highest**	lowest to highest***

AG2
	December 31, 2002	9,933	$ 7.0343	to	$ 10.5140	$	72,925		- %			1.35%		to		2.15%		(29.66)%		to		5.14
AG3
	December 31, 2002 (c)	11,314	8.1995	to	10.4956		103,888		0.91			1.35		to		2.05		(18.00)		to		4.96
AI1
	December 31, 2002	4,517,822	4.2491	to	7.9843		26,516,524		-			1.00		to		1.85		(25.76)		to		(25.22)
	December 31, 2001	5,563,655	6.1966	to	11.5712		44,487,725		-			1.15		to		1.85		(24.71)		to		(24.16)
AI2
	December 31, 2002	8,105,745	3.0701	to	5.8045		34,096,185		-			1.00		to		1.85		(32.50)		to		(31.66)
	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)
AI3
	December 31, 2002	5,737,435	4.9221	to	7.9835		36,108,743		0.29			1.00		to		1.85		(17.15)		to		(16.43)
	December 31, 2001	7,175,804	6.3069	to	10.4760		55,463,593		0.05			1.00		to		1.85		(24.27)		to		(23.61)
AI4
	December 31, 2002	4,224,313	4.8618	to	7.6535		25,474,957		0.36			1.00		to		1.85		(17.24)		to		(16.52)
	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)
AI5
	December 31, 2002	824,629	6.0388	to	6.111		5,011,133		0.40			1.15		to		1.85		(31.55)		to		(31.06)
	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)
AI7
	December 31, 2002 (c)	14,094	7.4505	to	10.5504		117,551		-			1.1		to		1.90		(25.49)		to		5.50
AI8
	December 31, 2002 (c)	4,093	8.1645	to	9.6921		34,395		0.31			1.35		to		2.15		(18.36)		to		(3.08)
AI9
	December 31, 2002 (c)	2,289	7.0926	to	10.423		18,018		1.52			1.35		to		2.05		(29.07)		to		4.23
SGI
	December 31, 2002 (d)	3,996,990	10.8885	to	11.1493		44,526,797		1.47			1.00		to		2.25		8.88		to		11.49
AL1
	December 31, 2002	8,205,394	4.407	to	8.0565		45,485,920		0.04			1.00		to		1.85		(34.20)		to		(33.66)
	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)
AL2
	December 31, 2002	4,500,052	5.0475	to	9.2993		30,858,383		0.67			1.00		to		1.85		(32.38)		to		(31.79)
	December 31, 2001	5,785,259	7.8053	to	14.2870		59,309,865		0.38			1.00		to		1.85		(15.92)		to		(15.18)
AL3
	December 31, 2002	1,566,452	3.4879	to	5.8292		7,351,571		-			1.00		to		1.85		(28.52)		to		(27.06)
	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)
AN1
	December 31, 2002	1,052,237	5.7871	to	10.3646		6,201,326		-			1.15		to		2.25		(32.12)		to		3.65
	December 31, 2001 (a)	601,780	7.653	to	8.7181		5,144,499		-			1.15		to		1.85		(14.74)		to		(14.33)
AN2
	December 31, 2002	304,747	4.5958	to	10.525		1,440,238		-			1.15		to		2.05		(42.89)		to		5.25
	December 31, 2001 (a)	157,358	6.9178	to	8.2622		1,269,256		-			1.15		to		1.85		(19.53)		to		(19.15)
AN3
	December 31, 2002	3,865,669	7.0422	to	10.5259		27,536,338		0.58			1.00		to		2.05		(28.86)		to		5.26
	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)
AN4
	December 31, 2002	287,342	8.0044	to	10.2672		2,363,754		2.18			1.15		to		2.05		(10.75)		to		2.67
	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)
AN5
	December 31, 2002	75,132	6.251	to	10.4054			483,853		-	1.15		to		1.85		(33.32)		to		4.05
	December 31, 2001 (a)	207,369	7.363	to	9.3784			1,950,541		-	1.15		to		1.85		(6.25)		to		(5.80)
CS1
	December 31, 2002	107,756	6.9038	to	9.839			975,201		0.18	1.00		to		1.40		(12.80)		to		(12.57)
	December 31, 2001	124,190	8.3385	to	11.8873			1,308,142		-	1.15		to		1.85		(10.92)		to		(10.68)
CS2
	December 31, 2002	76,619	6.0714	to	6.9377			508,636		-	1.00		to		1.40		(21.03)		to		(20.82)
	December 31, 2001	104,918	8.3953	to	9.5960			883,610		-	1.15		to		1.85		(29.64)		to		(29.45)
CS3
	December 31, 2002	43,870	5.4371	to	6.6239			280,672		-	1.00		to		1.40		(35.08)		to		(34.91)
	December 31, 2001	58,715	9.3337	to	11.3746			576,848		-	1.15		to		1.40		(23.27)		to		(23.16)
CS4
	December 31, 2002	139,231	6.4522	to	8.0857			1,045,016		-	1.00		to		1.40		(34.62)		to		(34.45)
	December 31, 2001	252,504	9.7884	to	12.2702			2,952,097		-	1.15		to		1.85		(17.19)		to		(16.97)
FL1
	December 31, 2002	1,422,859	8.3687	to	10.3067			12,043,799		0.37	1.15		to		2.25		(13.61)		to		3.07
	December 31, 2001 (a)	301,559	8.2113	to	9.5741			2,851,982		-	1.15		to		1.85		(5.68)		to		(5.23)

- 40 -

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

Select Four, Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity

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

Notes to Financial Statements - continued

(6) Financial Highlights - continued

At December 31			For year ended December 31
	Unit Fair Value	Net	Investment	Expense Ratio	Total Return
Units	lowest to highest	Assets	Income Ratio*	Lowest to highest**	lowest to highest***

FL2
	December 31, 2002	923,348	6.2595	to	9.8147	5,872,825	0.73	1.15	to	2.25	(22.98)	to	(1.85)
	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)
FL3
	December 31, 2002	5,065,258	5.9183	to	10.4634	30,420,886	0.12	1.15	to	2.25	(32.04)	to	4.63
	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)
FTG
	December 31, 2002 (d)	2,357	10.0133	to	10.5995	24,668	-	1.00	to	2.30	0.13	to	5.99
FTI
	December 31, 2002 (d)	54,719	10.4408	to	10.4595	572,025	-	1.00	to	2.30	4.41	to	4.59
GS1
	December 31, 2002	-				-	-	1.00	to	1.85
	December 31, 2001	2,906,746	5.5990	to	9.3984	21,570,379	0.03	1.15	to	1.85	(22.24)	to	(21.67)
GS2
	December 31, 2002	505,836	7.9514	to	11.0207	4,909,310	0.23	1.00	to	1.85	(17.12)	to	(15.93)
	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
GS3
	December 31, 2002	1,993,373	5.7633	to	10.6802	14,150,917	0.55	1.00	to	2.05	(23.34)	to	6.80
	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)
GS4
	December 31, 2002	703,658	7.0501	to	8.2167	5,375,072	1.34	1.00	to	1.85	(12.98)	to	(12.35)
	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)
GS5
	December 31, 2002	1,048,203	5.2595	to	7.2798	6,737,841	0.98	1.00	to	1.85	(19.85)	to	(19.27)
	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)
GS6
	December 31, 2002	-				-	-	1.15	to	1.85
	December 31, 2001 (a)	46,526	6.545	to	7.6518	335,126	-	1.15	to	1.85	(28.17)	to	(27.82)
GS7
	December 31, 2002	294,424	6.5275	to	10.6221	1,951,108	0.27	1.15	to	2.05	(26.45)	to	6.22
	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)
IV1
	December 31, 2002	393,726	5.3748	to	10.9025	2,135,358	-	1.15	to	2.05	(34.08)	to	9.02
	December 31, 2001 (a)	170,065	7.2534	to	8.3429	1,371,474	-	1.15	to	1.85	(19.59)	to	(19.20)
IV2
	December 31, 2002	227,469	5.9564	to	10.6445	1,374,325	-	1.15	to	2.05	(32.39)	to	6.45
	December 31, 2001 (a)	105,665	7.4813	to	8.7461	933,440	-	1.15	to	1.85	(11.90)	to	(11.48)
JP1
	December 31, 2002	1,646,234	5.4944	to	7.1758	11,099,926	0.05	1.00	to	1.85	(26.02)	to	(25.48)
	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)
JP2
	December 31, 2002	691,691	5.4639	to	7.5437	4,472,500	0.49	1.00	to	1.85	(19.82)	to	(19.24)
	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)
JP3
	December 31, 2002	565,247	5.93	to	9.4647	4,418,747	0.21	1.00	to	1.85	(23.10)	to	(22.54)
	December 31, 2001	664,931	7.6661	to	12.2520	6,757,718	0.04	1.15	to	1.85	(9.74)	to	(9.08)
LA1
	December 31, 2002	12,899,028	7.773	to	10.7219	116,450,425	0.51	1.00	to	2.25	(22.27)	to	7.22
	December 31, 2001 (a)	11,399,173	9.8977	to	12.8855	130,365,761	0.85	1.00	to	1.85	(8.45)	to	(7.66)
LA2
	December 31, 2002	4,868,436	8.3835	to	10.6794	44,797,324	0.69	1.00	to	2.25	(16.17)	to	6.79
	December 31, 2001 (a)	2,281,117	8.9499	to	9.9510	23,695,759	0.84	1.15	to	1.85	3.44	to	3.90
LA3
	December 31, 2002	158,181	6.341	to	8.2983	1,021,388	1.23	1.00	to	1.85	(19.23)	to	(17.02)
	December 31, 2001	42,292	7.0106	to	8.9279	332,937	0.29	1.15	to	1.85	(21.47)	to	(21.12)
CAS
	December 31, 2002	2,385,864	3.7729	to	6.3834	12,330,965	0.18	1.00	to	1.85	(33.64)	to	(33.06)
	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)
EGS
	December 31, 2002	4,741,685	3.215	to	7.0556	23,694,820	-	1.00	to	1.85	(35.40)	to	(34.92)
	December 31, 2001	6,733,222	5.6007	to	12.2101	52,492,438	-	1.15	to	1.85	(35.80)	to	(35.33)
GSS
	December 31, 2002	6,101,434	11.8031	to	12.9882	75,660,507	4.17	1.00	to	1.85	7.77	to	8.70
	December 31, 2001	4,640,049	10.7500	to	11.6010	53,198,300	5.16	1.10	to	1.85	5.45	to	6.37
HYS
	December 31, 2002	2,506,679	9.2399	to	9.9067	24,127,067	11.38	1.00	to	1.85	0.85	to	1.53
	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
M1A
	December 31, 2002	2,563,610	6.6708	to	10.2978	17,299,280	-	1.00	to	2.25	(34.89)	to	2.98
	December 31, 2001 (b)	234,663	8.0788	to	9.9670	2,417,131	-	1.15	to	1.85	2.86	to	3.12

- 41 -

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

Select Four, Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity

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

Notes to Financial Statements - continued

(6) Financial Highlights - continued

At December 31			For year ended December 31
	Unit Fair Value	Net	Investment	Expense Ratio	Total Return
Units	lowest to highest	Assets	Income Ratio*	Lowest to highest**	lowest to highest***

M1B
	December 31, 2002	1,096,685	6.8823	to	10.2544	7,605,453		0.12		1.00		to		2.05			(30.61)		to		2.54
	December 31, 2001 (b)	352,547	8.0479	to	9.8053	3,443,901		-		1.15		to		1.85			(2.45)		to		(2.21)
MFC
	December 31, 2002	1,187,722	9.9081	to	10.6129	11,857,623		9.95		1.15		to		2.25			(0.24)		to		6.13
	December 31, 2001 (b)	375,235	8.4040	to	9.8255	3,706,867		-		1.15		to		1.85			(1.34)		to		(1.09)
MFD
	December 31, 2002	175,129	6.4212	to	7.0533	1,134,232		0.16		1.15		to		2.05			(35.57)		to		(29.47)
	December 31, 2001 (b)	75,869	7.6216	to	9.8565	737,135		-		1.15		to		1.85			(2.96)		to		(2.75)
MFE
	December 31, 2002	510,083	6.6338	to	11.0756	3,420,665		4.08		1.15		to		2.25			(33.11)		to		10.76
	December 31, 2001 (b)	282,084	7.5521	to	9.2085	2,517,114		-		1.15		to		1.85			(10.89)		to		(10.67)
MFF
	December 31, 2002	196,254	6.2456	to	10.4752	1,243,360		-		1.15		to		2.15			(37.03)		to		4.75
	December 31, 2001 (b)	100,216	7.8897	to	9.2854	973,048		-		1.15		to		1.85			(3.06)		to		(2.83)
MFJ
	December 31, 2002	3,318,943	8.9888	to	10.5296	30,878,557		2.83		1.00		to		2.10			(10.11)		to		5.30
	December 31, 2001 (b)	869,203	8.1437	to	9.7889	8,657,514		-		1.15		to		1.85			(0.53)		to		(0.29)
MFK
	December 31, 2002	3,416,760	10.2177	to	10.9818		37,239,740		3.48		1.00		to		2.25	2.18		to		8.42
	December 31, 2001 (b)	628,219	8.4902	to	10.2440		6,351,596		-		1.15		to		1.85	0.99		to		1.24
MFL
	December 31, 2002	656,869	7.4454	to	10.4542		4,924,354		0.97		1.15		to		2.05	(23.48)		to		4.54
	December 31, 2001 (b)	276,474	7.8888	to	9.6608		2,671,470		-		1.15		to		1.85	(3.49)		to		(3.26)
MIS
	December 31, 2002	5,812,738	4.4535	to	6.3607		31,031,630		0.15		1.00		to		1.85	(29.39)		to		(28.78)
	December 31, 2001	7,310,990	6.8988	to	9.7996		55,294,423		0.11		1.10		to		1.85	(26.29)		to		(25.65)
MIT
	December 31, 2002	3,718,258	6.1229	to	7.2574		24,563,903		1.07		1.00		to		1.85	(22.69)		to		(22.12)
	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)
MMS
	December 31, 2002	496,876	11.3710				5,650,249		1.27				1.40			(0.12)
	December 31, 2001	598,302	11.2904				6,809,800		3.44				1.25			2.34
NWD
	December 31, 2002	4,545,469	5.2153	to	9.6919		31,691,182		-		1.00		to		1.85	(34.69)		to		(34.13)
	December 31, 2001	3,148,941	7.8672	to	14.4709		34,145,689		-		1.00		to		1.85	(6.88)		to		(6.07)
TRS
	December 31, 2002	4,565,050	9.4901	to	11.0783		47,864,709		3.16		1.00		to		1.85	(7.46)		to		(6.66)
	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)
UTS
	December 31, 2002	3,365,478	5.3699	to	8.0597		23,176,843		3.80		1.00		to		1.85	(25.26)		to		(24.72)
	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)
OP1
	December 31, 2002	687,993	7.8992	to	8.2355		5,675,742		1.01		1.00		to		1.85	(22.87)		to		(22.31)
	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)
OP2
	December 31, 2002	579,459	13.9078	to	15.2044		8,615,606		-		1.00		to		1.85	(8.85)		to		(8.19)
	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
OP3
	December 31, 2002	330,269	9.383	to	12.6653		3,660,269		0.08		1.00		to		1.85	(23.09)		to		(22.53)
	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
OP4
	December 31, 2002	206,097	8.6487	to	9.0659		1,860,060		2.18		1.00		to		1.85	(18.42)		to		(17.83)
	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)
PHY
	December 31, 2002 (d)	2,764,653	10.8107	to	10.9945		29,938,965		10.40		1.00		to		2.30	8.11		to		9.95
PMB
	December 31, 2002 (d)	2,694,865	11.2045	to	11.6365		31,322,058		7.96		1.00		to		2.30	12.04		to		16.37
PRR
	December 31, 2002 (d)	161,628	10.0645	to	10.0894		1,660,281		3.29		1.00		to		2.30	0.64		to		0.89
PTR
	December 31, 2002 (d)	4,171,216	10.1935	to	10.4195		42,621,301		4.28		1.00		to		2.30	1.93		to		4.20
RX1
	December 31, 2002	178,307	5.1947	to	6.3585		937,500		3.43		1.15		to		2.05	(36.92)		to		(36.42)
	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)
RX2
	December 31, 2002	184,922	4.7490	to	11.2833		905,669		-		1.15		to		1.90	(41.43)		to		12.83
	December 31, 2001 (a)	207,526	6.4472	to	8.2307		1,646,368		-		1.40		to		1.85	(20.84)		to		(20.49)

- 42 -

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

Select Four, Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity

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

Notes to Financial Statements - continued

(6) Financial Highlights - continued

At December 31			For year ended December 31
	Unit Fair Value	Net	Investment	Expense Ratio	Total Return
Units	lowest to highest	Assets	Income Ratio*	lowest to highest**	lowest to highest***

SB1
	December 31, 2002	50,322	11.3073				569,133		0.36				1.40				(25.10)
	December 31, 2001	58,507	15.3706				895,117		1.06				1.40				(0.84)
SB2
	December 31, 2002	44,173	9.1789				405,465		1.10				1.40				(24.11)
	December 31, 2001	46,806	12.4261				566,123		0.77				1.40				(5.48)
SB3
	December 31, 2002	266,350	12.4412				3,343,591		4.55				1.40						7.34
	December 31, 2001	312,493	11.3543				3,651,666		4.01				1.40						5.43
SB4
	December 31, 2002	280,674	9.6453				2,719,538		1.25				1.40				(8.15)
	December 31, 2001	377,628	10.5189				3,979,916		2.50				1.40				(2.18)
SC1
	December 31, 2002	13,525,823	9.9092	to	11.0128		143,088,640		1.11		1.00		to		2.25		(0.91)		to		0.11
	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
SC2
	December 31, 2002	5,494,856	10.3315	to	11.893		64,022,576		5.62		1.00		to		2.25		3.25		to		4.00
	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
SC3
	December 31, 2002	3,241,508	9.5184	to	15.1589		42,368,386		6.02		1.00		to		2.25		(4.82)		to		6.17
	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
SC4
	December 31, 2002	1,023,813	4.7131	to	10.9474		5,839,902		0.15		1.00		to		2.05		(29.21)		to		9.47
	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)
SC5
	December 31, 2002	5,545,133	7.4927	to	13.0085		51,368,231		-		1.00		to		2.25		(19.65)		to		4.75
	December 31, 2001	4,473,960	8.7568	to	15.1331		51,486,712		-		1.00		to		1.85		(5.06)		to		(4.24)
SC6
	December 31, 2002	557,939	5.8981	to	7.5365		3,586,428		0.49		1.00		to		2.05		(26.23)		to		(24.63)
	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)
SC7
	December 31, 2002	4,409,222	7.0467	to	10.5355		31,678,763		0.00		1.00		to		2.15		(17.84)		to		5.35
	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)
SC8
	December 31, 2002	734,726	7.5318	to	10.6525		6,094,129		0.15		1.00		to		2.05		(19.97)		to		6.53
	December 31, 2001	771,222	9.4147	to	10.4689		7,997,588		-		1.15		to		1.85		(8.33)		to		(7.66)
SC9
	December 31, 2002	449,981	6.5312	to	10.4313		3,390,869		0.79		1.00		to		2.05		(28.84)		to		4.31
	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)
SCA
	December 31, 2002	1,323,897	8.8617	to	11.2852		13,108,916		0.06		1.00		to		2.05		(11.38)		to		12.85
	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
SCB
	December 31, 2002	4,469,212	7.2585	to	10.2435	42,832,704		-		1.00		to		2.25		(27.42)		to		1.30
	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
SCC
	December 31, 2002	324,332	7.0803	to	9.8556	2,580,261		0.85		1.00		to		2.05		(23.10)		to		(1.44)
	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)
SCD
	December 31, 2002	-				-		-		1.15		to		1.85
	December 31, 2001 (a)	279,791	5.9838	to	8.0371	1,980,902		-		1.15		to		1.85		(85.25)		to		(29.12)
SCE
	December 31, 2002	-				-		-		1.15		to		1.85
	December 31, 2001 (a)	76,141	5.2615	to	6.6239	419,467		-		1.15		to		1.85		(45.04)		to		(44.78)
SCF
	December 31, 2002	-				-		-		1.15		to		2.05
	December 31, 2001 (a)	430,414	8.7867	to	10.1927	4,363,323		-		1.15		to		1.85		(23.95)		to		1.59
SCG
	December 31, 2002	-				-		-		1.15		to		2.25
	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)
SCH
	December 31, 2002	550,836	8.4919	to	10.3759	4,842,702		0.16		1.15		to		2.25		(15.08)		to		3.76
	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)
SCI
	December 31, 2002	461,060	5.9962	to	10.523	2,818,332		-		1.05		to		2.10		(31.29)		to		5.23
	December 31, 2001 (a)	280,389	7.5155	to	9.3302	2,429,298		-		1.15		to		1.85		(13.60)		to		(13.19)
SCJ
	December 31, 2002 (c)	760,555	7.0143	to	10.0953	5,681,218		0.14		1.00		to		2.05		(29.86)		to		0.95

- 43 -

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

Select Four, Futurity Select Four Plus, Futurity Select Seven, Futurity Select Freedom and Futurity

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

Notes to Financial Statements - continued

(6) Financial Highlights - continued

At December 31			For year ended December 31
	Unit Fair Value	Net	Investment	Expense Ratio	Total Return
Units	lowest to highest	Assets	Income Ratio*	lowest to highest**	lowest to highest***

SCK
	December 31, 2002 (c)	568,391	7.2646	to	10.1942	4,424,076	0.48	1.00	to	2.05	(27.35)	to	1.94
SCL
	December 31, 2002 (c)	282,059	7.4789	to	10.6145	2,161,213	-	1.00	to	2.05	(25.21)	to	6.15
SCM
	December 31, 2002 (e)	18,231	7.4631	to	7.4912	136,243	0.75	1.30	to	1.85	(25.37)	to	(25.09)

* Represents the dividends, excluding distributions of capital gains, receive 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 recognition of investment income by the sub-account is affected by the timing of the declaration of dividends by the underlying fund in which the sub-accounts invest.

** 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 expense 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 expense 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 end of the reporting period.

(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.

(c) For the period May 1, 2002 (commencement of operations) through December 31, 2002. Investment Income Ratio and Expense Ratio have been annualized.

(d) For the period September 30, 2002 (commencement of operations) through December 31, 2002. Investment Income Ratio and Expense Ratio have been annualized.

(e) For the period April 29, 2002 (commencement of operations) through December 31, 2002. Investment Income Ratio and Expense Ratio have been annualized.

		Appendix A
			(Regatta Extra)
	Condensed Financial Information - Accumulation Unit Values
The following information should be read in conjunction with the Variable Account's Financial Statements appearing the Statement of Additional Informationl. All of the Variable Account's Fiancial Statements have been audited by Deloitte & Touche LLP, independent auditors.
			Accumulation	Accumulation	Number of
			Unit Value	Unit Value	Accumulation
			Beginning	End	Units End
	Year		of Year	of Year	of Year
Bond S Class - Level 2
	2002		10.0651	10.8226	92,439
	2001		10.0000	10.0651	23,619
Bond S Class - Level 3
	2002		10.0616	10.8079	106,799
	2001		10.0000	10.0616	59,966
Bond Series - Level 2
	2002		11.4370	12.3335	510,492
	2001		10.7836	11.4370	377,454
	2000		10.0000	10.7836	65,066
Bond Series - Level 3
	2002		11.4180	12.3005	839,942
	2001		10.7767	11.4180	719,978
	2000		10.0000	10.7767	214,623
Capital Appreciation S Class - Level 2
	2002		9.7096	6.4433	74,055
	2001		10.0000	9.7096	24,481
Capital Appreciation S Class - Level 3
	2002		9.7061	6.4345	97,541
	2001		10.0000	9.7061	48,269
Capital Appreciation Series - Level 2
	2002		6.4650	4.3011	1,573,903
	2001		8.7981	6.4650	1,631,928
	2000		10.0000	8.7981	1,128,952
Capital Appreciation Series - Level 3
	2002		6.4541	4.2896	2,483,086
	2001		8.7924	6.4541	2,821,019
	2000		10.0000	8.7924	2,130,547
Capital Opportunities S Class - Level 2
	2002		9.5051	6.4963	44,852
	2001		10.0000	9.5051	23,180
Capital Opportunities S Class - Level 3
	2002		9.5017	6.4874	84,819
	2001		10.0000	9.5017	22,901
Capital Opportunities Series - Level 2
	2002		6.9010	4.7266	1,582,041
	2001		9.3464	6.9010	2,063,660
	2000		10.0000	9.3464	1,690,475
Capital Opportunities Series - Level 3
	2002		6.8894	4.7138	3,302,762
	2001		9.3402	6.8894	4,145,957
	2000		10.0000	9.3402	3,382,049
Emerging Growth S Class - Level 2
	2002		9.7021	6.2671	46,955
	2001		10.0000	9.7021	9,764
Emerging Growth S Class - Level 3
	2002		9.6987	6.2585	97,814
	2001		10.0000	9.6987	38,368
Emerging Growth Series - Level 2
	2002		5.5981	3.6258	2,087,040
	2001		8.6973	5.5981	2,605,371
	2000		10.0000	8.6973	2,015,612
Emerging Growth Series - Level 3
	2002		5.5887	3.6161	3,978,222
	2001		8.6916	5.5887	5,043,252
	2000		10.0000	8.6916	4,326,107
Emerging Markets Equity S Class - Level 2
	2002		10.3103	9.9303	7,328
	2001		10.0000	10.3103	1,661
Emerging Markets Equity S Class - Level 3
	2002		10.3067	9.9168	4,858
	2001		10.0000	10.3067	2,816
Emerging Markets Equity Series - Level 2
	2002		7.9442	7.6656	102,006
	2001		8.1587	7.9442	148,268
	2000		10.0000	8.1587	124,787
Emerging Markets Equity Series - Level 3
	2002		7.9310	7.6451	219,748
	2001		8.1534	7.9310	175,150
	2000		10.0000	8.1534	128,994
Global Asset Allocation S Class - Level 2
	2002		9.7467	8.9063	2,489
	2001		10.0000	9.7467	1,523
Global Asset Allocation S Class - Level 3
	2002		9.7433	8.8941	17,849
	2001		10.0000	9.7433	6,028
Global Asset Allocation Series - Level 2
	2002		8.7824	8.0444	79,573
	2001		9.8001	8.7824	80,929
	2000		10.0000	9.8001	78,745
Global Asset Allocation Series - Level 3
	2002		8.7677	8.0228	180,795
	2001		9.7937	8.7677	199,562
	2000		10.0000	9.7937	172,825
Global Governments S Class - Level 2
	2002		9.7047	11.4871	2,565
	2001		10.0000	9.7047	103
Global Governments S Class - Level 3
	2002		9.7013	11.4714	12,391
	2001		10.0000	9.7013	1,541
Global Governments Series - Level 2
	2002		9.9335	11.7903	60,709
	2001		10.3167	9.9335	72,772
	2000		10.0000	10.3167	70,817
Global Governments Series - Level 3
	2002		9.9170	11.7587	123,407
	2001		10.3100	9.9170	70,384
	2000		10.0000	10.3100	49,235
Global Growth S Class - Level 2
	2002		9.6670	7.6415	5,805
	2001		10.0000	9.6670	891
Global Growth S Class - Level 3
	2002		9.6636	7.6311	17,157
	2001		10.0000	9.6636	5,772
Global Growth Series - Level 2
	2002		7.1691	5.6879	389,198
	2001		9.0727	7.1691	449,259
	2000		10.0000	9.0727	349,891
Global Growth Series - Level 3
	2002		7.1570	5.6726	849,322
	2001		9.0668	7.1570	1,015,020
	2000		10.0000	9.0668	869,483
Global Telecommunications S Class - Level 2
	2002		9.4182	5.6001	636
	2001		10.0000	9.4182	359
Global Telecommunications S Class - Level 3
	2002		9.4149	5.5924	51
	2001		10.0000	9.4149	52
Global Telecommunications Series - Level 2
	2002		4.1876	2.4933	23,049
	2001		7.2788	4.1876	34,548
	1999		10.0000	7.2788	24,218
Global Telecommunications Series - Level 3
	2002		4.1821	2.4874	61,255
	2001		7.2767	4.1821	75,298
	1999		10.0000	7.2767	33,185
Global Total Return S Class - Level 2
	2002		9.7364	9.6193	11,048
	2001		10.0000	9.7364	5,278
Global Total Return S Class - Level 3
	2002		9.7330	9.6061	10,499
	2001		10.0000	9.7330	3,474
Global Total Return Series - Level 2
	2002		9.3307	9.2366	62,814
	2001		10.1087	9.3307	53,081
	2000		10.0000	10.1087	42,261
Global Total Return Series - Level 3
	2002		9.3151	9.2118	139,863
	2001		10.1022	9.3151	121,921
	2000		10.0000	10.1022	61,103
Government Securities S Class - Level 2
	2002		10.1078	10.8923	230,446
	2001		10.0000	10.1078	64,262
Government Securities S Class - Level 3
	2002		10.1043	10.8775	273,418
	2001		10.0000	10.1043	115,759
Government Securities Series - Level 2
	2002		11.3729	12.2880	1,489,225
	2001		10.7573	11.3729	1,396,171
	2000		10.0000	10.7573	364,621
Government Securities Series - Level 3
	2002		11.3538	12.2549	1,954,012
	2001		10.7502	11.3538	1,586,735
	2000		10.0000	10.7502	531,971
High Yield S Class - Level 2
	2002		9.8752	9.9421	50,620
	2001		10.0000	9.8752	13,103
High Yield S Class - Level 3
	2002		9.8717	9.9285	60,794
	2001		10.0000	9.8717	37,165
High Yield Series - Level 2
	2002		9.2172	9.3146	555,908
	2001		9.2064	9.2172	664,900
	2000		10.0000	9.2064	277,607
High Yield Series - Level 3
	2002		9.2019	9.2897	791,050
	2001		9.2005	9.2019	844,032
	2000		10.0000	9.2005	410,207
International Growth S Class - Level 2
	2002		9.4937	8.2189	28,886
	2001		10.0000	9.4937	13,469
International Growth S Class - Level 3
	2002		9.4903	8.2077	59,811
	2001		10.0000	9.4903	27,873
International Growth Series - Level 2
	2002		7.6892	6.6667	470,673
	2001		9.2913	7.6892	528,053
	2000		10.0000	9.2913	341,396
International Growth Series - Level 3
	2002		7.6764	6.6488	939,783
	2001		9.2852	7.6764	1,085,651
	2000		10.0000	9.2852	818,429
International Investors Trust S Class - Level 2
	2002		9.3637	8.6646	12,588
	2001		10.0000	9.3637	879
International Investors Trust S Class - Level 3
	2002		9.3604	8.6527	8,586
	2001		10.0000	9.3604	230
International Investors Trust Series - Level 2
	2002		8.1693	7.5609	80,612
	2001		10.0000	8.1693	83,188
International Investors Trust Series - Level 3
	2002		8.1558	7.5408	253,607
	2001		10.0000	8.1558	282,389
Managed Sectors S Class - Level 2
	2002		9.6225	6.9924	30,628
	2001		10.0000	9.6225	329
Managed Sectors S Class - Level 3
	2002		10.0000	6.9829	14,856
	2001		10.0000	9.6191	15,196
Managed Sectors Series - Level 2
	2002		5.2571	3.8284	468,818
	2001		8.2864	5.2571	510,791
	2000		10.0000	8.2864	485,882
Managed Sectors Series - Level 3
	2002		5.2483	3.8181	999,256
	2001		8.2810	5.2483	1,161,696
	2000		10.0000	8.2810	1,051,021
Massachusetts Investors Growth Stock S Class - Level 2
	2002		9.7636	6.9060	118,996
	2001		10.0000	9.7636	28,936
Massachusetts Investors Growth Stock S Class - Level 3
	2002		9.7602	6.8965	198,980
	2001		10.0000	9.7602	69,983
Massachusetts Investors Growth Stock Series - Level 2
	2002		6.9557	4.9239	2,836,561
	2001		9.4130	6.9557	3,631,598
	2000		10.0000	9.4130	2,559,854
Massachusetts Investors Growth Stock Series - Level 3
	2002		6.9440	4.9107	5,278,481
	2001		9.4068	6.9440	6,395,839
	2000		10.0000	9.4068	4,923,997
Massachusetts Investors Trust S Class - Level 2
	2002		9.6591	7.4710	182,265
	2001		10.0000	9.6591	89,369
Massachusetts Investors Trust S Class - Level 3
	2002		9.6557	7.4608	358,209
	2001		10.0000	9.6557	153,687
Massachusetts Investors Trust Series - Level 2
	2002		8.3462	6.4693	2,611,341
	2001		10.0663	8.3462	3,160,047
	2000		10.0000	10.0663	2,171,833
Massachusetts Investors Trust Series - Level 3
	2002		8.3323	6.4519	5,257,900
	2001		10.0598	8.3323	6,128,463
	2000		10.0000	10.0598	4,232,336
Mid Cap Value S Class - Level 2
	2002		10.0000	7.8444	795
Mid Cap Value S Class - Level 3
	2002		10.0000	7.8391	5,746
Mid Cap Growth S Class - Level 2
	2002		9.6352	5.0089	68,260
	2001		10.0000	9.6352	7,281
Mid Cap Growth S Class - Level 3
	2002		9.6319	5.0020	41,172
	2001		10.0000	9.6319	13,885
Mid Cap Growth Series - Level 2
	2002		6.9818	3.6301	367,289
	2001		9.2379	6.9818	387,484
	2000		10.0000	9.2379	142,977
Mid Cap Growth Series - Level 3
	2002		6.9726	3.6216	895,229
	2001		9.2351	6.9726	950,187
	2000		10.0000	9.2351	399,687
Money Market S Class - Level 2
	2002		10.0182	9.9588	150,921
	2001		10.0000	10.0182	85,499
Money Market S Class - Level 3
	2002		10.0147	9.9452	266,967
	2001		10.0000	10.0147	157,347
Money Market Series - Level 2
	2002		10.5263	10.4898	1,331,643
	2001		10.3084	10.5263	1,472,652
	2000		10.0000	10.3084	741,527
Money Market Series - Level 3
	2002		10.5088	10.4618	2,237,957
	2001		10.3018	10.5088	2,347,089
	2000		10.0000	10.3018	1,220,849
New Discovery S Class - Level 2
	2002		10.2955	6.7206	81,714
	2001		10.0000	10.2955	37,358
New Discovery S Class - Level 3
	2002		10.2918	6.7114	86,780
	2001		10.0000	10.2918	38,880
New Discovery Series - Level 2
	2002		9.6359	6.3090	994,477
	2001		10.3213	9.6359	1,143,946
	2000		10.0000	10.3213	869,196
New Discovery Series - Level 3
	2002		9.6197	6.2920	1,859,613
	2001		10.3146	9.6197	2,106,034
	2000		10.0000	10.3146	1,704,282
Research S Class - Level 2
	2002		9.6385	7.0797	36,654
	2001		10.0000	9.6385	18,972
Research S Class - Level 3
	2002		9.6351	7.0700	57,054
	2001		10.0000	9.6351	8,902
Research Series - Level 2
	2002		7.3392	5.4060	804,047
	2001		9.4892	7.3392	1,065,436
	2000		10.0000	9.4892	721,446
Research Series - Level 3
	2002		7.3269	5.3914	1,492,732
	2001		9.4830	7.3269	1,774,211
	2000		10.0000	9.4830	1,500,613
Research Growth and Income S Class - Level 2
	2002		9.9143	7.6466	24,406
	2001		10.0000	9.9143	11,860
Research Growth and Income S Class - Level 3
	2002		9.9109	7.6362	40,180
	2001		10.0000	9.9109	6,651
Research Growth and Income Series - Level 2
	2002		8.9337	6.9091	368,910
	2001		10.1903	8.9337	168,435
	2000		10.0000	10.1903	117,704
Research Growth and Income Series - Level 3
	2002		8.9188	6.8906	356,151
	2001		10.1838	8.9188	410,732
	2000		10.0000	10.1838	222,322
Research International S Class - Level 2
	2002		9.4091	8.1816	13,858
	2001		10.0000	9.4091	4,951
Research International S Class - Level 3
	2002		9.4058	8.1704	14,905
	2001		10.0000	9.4058	8,857
Research International Series - Level 2
	2002		7.4559	6.4943	515,955
	2001		9.2139	7.4559	656,532
	2000		10.0000	9.2139	504,142
Research International Series - Level 3
	2002		7.4435	6.4768	1,070,807
	2001		9.2080	7.4435	1,234,096
	2000		10.0000	9.2080	995,558
Strategic Growth S Class - Level 2
	2002		9.7324	6.6896	26,359
	2001		10.0000	9.7324	8,519
Strategic Growth S Class - Level 3
	2002		9.7290	6.6805	21,458
	2001		10.0000	9.7290	2,848
Strategic Growth Series - Level 2
	2002		6.3524	4.3691	461,148
	2001		8.5665	6.3524	539,213
	2000		10.0000	8.5665	401,168
Strategic Growth Series - Level 3
	2002		6.3417	4.3574	945,395
	2001		8.5609	6.3417	1,093,788
	2000		10.0000	8.5609	850,553
Strategic Income S Class - Level 2
	2002		10.0732	10.6304	40,125
	2001		10.0000	10.0732	6,740
Strategic Income S Class - Level 3
	2002		10.0696	10.6159	33,223
	2001		10.0000	10.0696	7,260
Strategic Income Series - Level 2
	2002		10.4026	11.0025	180,953
	2001		10.2299	10.4026	120,637
	2000		10.0000	10.2299	72,666
Strategic Income Series - Level 3
	2002		10.3853	10.9731	307,415
	2001		10.2234	10.3853	326,779
	2000		10.0000	10.2234	213,393
Technology S Class - Level 2
	2002		9.7248	5.1310	11,844
	2001		10.0000	9.7248	1,352
Technology S Class - Level 3
	2002		9.7214	5.1240	5,189
	2001		10.0000	9.7214	3,840
Technology Series - Level 2
	2002		4.3451	2.3094	219,199
	2001		7.2234	4.3451	269,364
	2000		10.0000	7.2234	118,443
Technology Series - Level 3
	2002		4.3387	2.3036	580,218
	2001		7.2201	4.3387	622,227
	2000		10.0000	7.2201	211,211
Total Return S Class - Level 2
	2002		9.9556	9.2199	503,766
	2001		10.0000	9.9556	163,759
Total Return S Class - Level 3
	2002		9.9522	9.2073	556,134
	2001		10.0000	9.9522	143,327
Total Return Series - Level 2
	2002		11.2979	10.4817	1,987,452
	2001		11.4242	11.2979	2,102,183
	2000		10.0000	11.4242	732,959
Total Return Series - Level 3
	2002		11.2791	10.4537	2,922,166
	2001		11.4169	11.2791	2,501,509
	2000		10.0000	11.4169	767,913
Utilities S Class - Level 2
	2002		8.9189	6.6566	47,858
	2001		10.0000	8.9189	27,685
Utilities S Class - Level 3
	2002		8.9158	6.6475	66,542
	2001		10.0000	8.9158	40,222
Utilities Series - Level 2
	2002		7.7952	5.8408	749,889
	2001		10.4676	7.7952	1,080,238
	2000		10.0000	10.4676	609,336
Utilities Series - Level 3
	2002		7.7822	5.8251	1,355,710
	2001		10.4608	7.7822	1,872,848
	2000		10.0000	10.4608	1,283,992
Value S Class - Level 2
	2002		9.7844	8.2998	179,653
	2001		10.0000	9.7844	64,320
Value S Class - Level 3
	2002		9.7809	8.2885	144,205
	2001		10.0000	9.7809	42,568
Value Series - Level 2
	2002		11.4499	9.7370	728,770
	2001		12.5789	11.4499	711,936
	2000		10.0000	12.5789	208,713
Value Series - Level 3
	2002		11.4308	9.7109	1,960,825
	2001		12.5708	11.4308	1,864,031
	2000		10.0000	12.5708	454,482
* From commencement of operations on April 10, 2000 to December 31, 2000.
** From commencement of operations on July 17, 2000 to December 31, 2000.
** From commencement of operations on September 11, 2000 to December 31, 2000.

Appendix B
(Futurity Accolade)
Condensed Financial Information - Accumulation Unit Values
The follwing information should be read in conjunction with the Variable Account's Financial Statements appearing the Statement of Additional Informationl. All of the Variable Account's Fiancial Statements have been audited by Deloitte & Touche LLP, independent auditors.
		Accumulation		Accumulation	Number of
		Unit Value		Unit Value	Accumulation
		Beginning		End	Units End
	Year	of Year		of Year	of Year
AIM V.I. Capital Appreciation Fund - Level 2
	2002	9.1004		6.7736	487,591
	2001	12.0562		9.1004	592,086
	2000	10.0000	**	12.0562	550,010
AIM V.I. Capital Appreciation Fund - Level 3
	2002	9.0845		6.7549	446,548
	2001	12.0476		9.0845	558,578
	2000	10.0000	**	12.0476	442,625
AIM V.I. Growth Fund - Level 2
	2002	6.4268		4.3652	746,797
	2001	9.8799		6.4268	584,677
	2000	10.0000	**	9.8799	581,508
AIM V.I. Growth Fund - Level 3
	2002	6.4156		4.3531	658,982
	2001	9.8728		6.4156	483,784
	2000	10.0000	**	9.8728	455,997
AIM V. I. Core Equity Fund - Level 2
	2002	8.1263		6.7501	453,107
	2001	10.7150		8.1263	510,706
	2000	10.0000		10.7150	428,759
AIM V. I. Core Equity Fund - Level 3
	2002	8.1122		6.7316	332,187
	2001	10.6958		8.1122	388,252
	2000	10.0000		10.6958	332,258
AIM V. I. International Growth Fund - Level 2
	2002	7.5450		6.2605	440,187
	2001	10.0286		7.5450	652,050
	2000	10.0000		10.0286	636,071
AIM V. I. International Growth Fund - Level 3
	2002	7.5319		6.2432	324,751
	2001	10.0214		7.5319	516,971
	2000	10.0000		10.0214	456,696
AIM V. I. Premier Equity Fund - Level 2
	2002	8.8375		6.0646	48,637
	2001	10.0000		8.8375	26,666
AIM V. I. Premier Equity Fund - Level 3
	2002	8.8315		6.0543	52,613
	2001	10.0000		8.8315	31,887
Alliance VP Premier Growth Fund - Level 2
	2002	8.5403		5.8118	35,168
	2001	10.0000		8.5403	27,141
Alliance VP Premier Growth Fund - Level 3
	2002	8.5345		5.8019	72,788
	2001	10.0000		8.5345	60,781
Alliance VP Technology Fund - Level 2
	2002	8.0608		4.6155	6,661
	2001	10.0000		8.0608	4,753
Alliance VP Technology Fund - Level 3
	2002	8.0553		4.6076	8,872
	2001	10.0000		8.0553	8,494
Alliance VP Growth and Income Fund - Level 2
	2002	9.2460		7.0722	228,332
	2001	10.0000		9.2460	83,662
Alliance VP Growth and Income Fund - Level 3
	2002	9.2397		7.0602	150,029
	2001	10.0000		9.2397	168,454
Alliance VP Worldwide Privatization Fund - Level 2
	2002	8.5330		8.0386	15,808
	2001	10.0000		8.5330	1,533
Alliance VP Worldwide Privatization Fund - Level 3
	2002	0		8.0249	4,608
	2001	10.0000		0	0
Alliance VP Quasar Fund - Level 2
	2002	9.3912		6.2776	3,838
	2001	10.0000		9.3912	178
Alliance VP Quasar Fund - Level 3
	2002	9.3848		6.2670	4,546
	2001	0.0000		9.3848	3,271
First Eagle Overseas Variable Fund - Level 2
	2002	10.0000		11.1362	184,481
First Eagle Overseas Variable Fund - Level 3
	2002	10.0000		11.1333	234,351
Fidelity VIP Contrafund Portfolio - Level 2
	2002	9.4485		8.4043	90,816
	2001	10.0000		9.4485	19,771
Fidelity VIP Contrafund Portfolio - Level 3
	2002	9.4421		8.3901	69,622
	2001	10.0000		9.4421	15,539
Fidelity VIP Growth Portfolio - Level 2
	2002	8.6657		5.9435	243,203
	2001	10.0000		8.6657	201,441
Fidelity VIP Growth Portfolio - Level 3
	2002	8.6598		5.9334	266,375
	2001	10.0000		8.6598	232,466
Fidelity VIP Overseas Portfolio - Level 2
	2002	8.0314		6.2862	55,951
	2001	10.0000		8.0314	164,066
Fidelity VIP Overseas Portfolio - Level 3
	2002	8.0260		6.2755	41,666
	2001	10.0000		8.0260	225,636
Alger American Growth Portfolio - Level 2
	2002	9.0952		5.9968	621,101
	2001	10.4827		9.0952	788,725
	2000	10.0000		10.4827	734,515
Alger American Growth Portfolio - Level 3
	2002	9.0794		5.9803	297,208
	2001	10.4751		9.0794	434,498
	2000	10.0000		10.4751	332,438
Alger American Income & Growth Portfolio - Level 2
	2002	11.4426		7.7576	265,719
	2001	13.5740		11.4426	381,862
	2000	10.0000		13.5740	327,313
Alger American Income & Growth Portfolio - Level 3
	2002	11.4227		7.7362	351,192
	2001	13.5643		11.4227	429,521
	2000	10.0000		13.5643	293,926
Alger American Small Capitalization Portfolio - Level 2
	2002	6.6540		4.8303	241,659
	2001	9.5946		6.6540	290,066
	2000	10.0000		9.5946	302,011
Alger American Small Capitalization Portfolio - Level 3
	2002	6.6424		4.8170	93,096
	2001	9.5877		6.6424	108,735
	2000	10.0000		9.5877	104,834
Goldman Sachs VIT CORE Large Cap Growth Fund - Level 2
	2002	7.5055		0	0
	2001	9.6273		7.5055	224,722
	2000	10.0000		9.6273	226,264
Goldman Sachs VIT CORE Large Cap Growth Fund - Level 3
	2002	7.4924		0	0
	2001	9.6203		7.4924	221,641
	2000	10.0000		9.6203	171,187
Goldman Sachs VIT CORE Small Cap Equity Fund - Level 2
	2002	12.4013		10.3763	53,849
	2001	12.0580		12.4013	60,241
	2000	10.0000		12.0580	43,518
Goldman Sachs VIT CORE Small Cap Equity Fund - Level 3
	2002	12.3797		10.3477	32,237
	2001	12.0493		12.3797	36,913
	2000	10.0000		12.0493	23,117
Goldman Sachs VIT CORE U.S. Equity Fund - Level 2
	2002	9.0763		6.9755	170,547
	2001	10.4758		9.0763	167,483
	2000	10.0000		10.4758	140,443
Goldman Sachs VIT CORE U.S. Equity Fund - Level 3
	2002	9.0605		6.9562	97,071
	2001	10.4683		9.0605	101,618
	2000	10.0000		10.4683	36,117
Goldman Sachs VIT Growth and Income Fund - Level 2
	2002	9.3794		8.1827	58,156
	2001	10.5147		9.3794	73,571
	2000	10.0000		10.5147	42,564
Goldman Sachs VIT Growth and Income Fund - Level 3
	2002	9.3631		8.1602	43,442
	2001	10.5071		9.3631	40,638
	2000	10.0000		10.5071	19,239
Goldman Sachs VIT International Equity Fund - Level 2
	2002	7.9085		6.3549	130,034
	2001	10.3398		7.9085	149,556
	2000	10.0000		10.3398	129,144
Goldman Sachs VIT International Equity Fund - Level 3
	2002	7.8948		6.3374	40,629
	2001	10.3323		7.8948	59,152
	2000	10.0000		10.3323	69,665
Goldman Sachs VIT Internet Tollkeeper Fund - Level 2
	2002	7.1958		0	0
	2001	10.0000		7.1958	2,598
Goldman Sachs VIT Internet Tollkeeper Fund - Level 3
	2002	0		0	0
	2001	10.0000		0	0
Goldman Sachs VIT Capital Growth Fund - Level 2
	2002	8.8042		6.5553	8,488
	2001	10.0000		8.8042	2,637
Goldman Sachs VIT Capital Growth Fund - Level 3
	2002	8.7982		6.5442	1,081
	2001	10.0000		8.7982	1,443
INVESCO VIF Dynamics Fund - Level 2
	2002	8.0552		5.3978	14,376
	2001	10.0000		8.0552	14,391
INVESCO VIF Dynamics Fund - Level 3
	2002	8.0497		5.3886	24,465
	2001	10.0000		8.0497	26,258
INVESCO VIF Small Company Growth Fund - Level 2
	2002	8.8252		5.9818	25,760
	2001	10.0000		8.8252	15,353
INVESCO VIF Small Company Growth Fund - Level 3
	2002	8.8192		5.9717	11,674
	2001	10.0000		8.8192	2,897
J.P. Morgan Series Trust II International Opportunities Portfolio - Level 2
	2002	7.7572		6.2355	87,533
	2001	9.7506		7.7572	117,806
	2000	10.0000		9.7506	108,428
J.P. Morgan Series Trust II International Opportunities Portfolio - Level 3
	2002	7.7437		6.2183	24,481
	2001	9.7436		7.7437	57,419
	2000	10.0000		9.7436	56,808
J.P. Morgan Series Trust II Small Company Portfolio - Level 2
	2002	10.8326		8.3511	84,849
	2001	11.9709		10.8326	101,183
	2000	10.0000		11.9709	84,735
J.P. Morgan Series Trust II Small Company Portfolio - Level 3
	2002	10.8137		8.3281	42,072
	2001	11.9623		10.8137	48,113
	2000	10.0000		11.9623	24,022
J.P. Morgan Series Trust II U.S. Disciplined Equity Portfolio - Level 2
	2002	8.7595		6.4967	98,478
	2001	10.1064		8.7595	111,421
	2000	10.0000		10.1064	106,686
J.P. Morgan Series Trust II U.S. Disciplined Equity Portfolio - Level 3
	2002	8.7443		6.4788	91,185
	2001	10.0991		8.7443	34,848
	2000	10.0000		10.0991	25,548
Lord Abbett Series Fund Growth and Income Portfolio - Level 2
	2002	11.9433		9.6326	723,861
	2001	13.0128		11.9433	677,097
	2000	10.0000		13.0128	284,240
Lord Abbett Series Fund Growth and Income Portfolio - Level 3
	2002	11.9225		9.6061	644,024
	2001	13.0035		11.9225	675,576
	2000	10.0000		13.0035	222,884
Lord Abbett Series Fund International - Level 2
	2002	0		6.3681	12,056
	2001	10.0000		0	0
Lord Abbett Series Fund International - Level 3
	2002	7.8585		6.3573	1,323
	2001	10.0000		7.8585	216
Lord Abbett Series Fund Mid Cap Value - Level 2
	2002	10.3578		9.1948	295,898
	2001	10.0000		10.3578	107,128
Lord Abbett Series Fund Mid Cap Value - Level 3
	2002	10.3508		9.1793	243,916
	2001	10.0000		10.3508	112,504
MFS/Sun Life Capital Appreciation S Class - Level 2
	2002	9.7096		6.4433	2,887
	2001	10.0000		9.7096	106
MFS/Sun Life Capital Appreciation S Class - Level 3
	2002	0		6.4345	3,320
	2001	10.0000		0	0
MFS/Sun Life Capital Appreciation Series - Level 2
	2002	8.6150		5.7315	155,256
	2001	11.7240		8.6150	211,067
	2000	10.0000		11.7240	194,014
MFS/Sun Life Capital Appreciation Series - Level 3
	2002	8.6000		5.7157	135,470
	2001	11.7156		8.6000	198,658
	2000	10.0000		11.7156	169,686
MFS/Sun Life Emerging Growth S Class - Level 2
	2002	9.7021		6.2671	2,155
	2001	10.0000		9.7021	558
MFS/Sun Life Emerging Growth S Class - Level 3
	2002	0		6.2585	9,309
	2001	10.0000		0	0
MFS/Sun Life Emerging Growth Series - Level 2
	2002	8.1343		5.2685	501,329
	2001	12.6377		8.1343	747,965
	2000	10.0000		12.6377	771,453
MFS/Sun Life Emerging Growth Series - Level 3
	2002	8.1201		5.2540	315,540
	2001	12.6286		8.1201	463,022
	2000	10.0000		12.6286	325,836
MFS/Sun Life Government Securities S Class - Level 2
	2002	10.1078		10.8923	145,799
	2001	10.0000		10.1078	44,637
MFS/Sun Life Government Securities S Class - Level 3
	2002	10.1043		10.8775	86,682
	2001	10.0000		10.1043	33,913
MFS/Sun Life Government Securities Series - Level 2
	2002	11.6668		12.6055	442,106
	2001	11.0352		11.6668	301,605
	2000	10.0000		11.0352	134,222
MFS/Sun Life Government Securities Series - Level 3
	2002	11.6465		12.5708	272,112
	2001	11.0273		11.6465	182,148
	2000	10.0000		11.0273	67,329
MFS/Sun Life High Yield S Class - Level 2
	2002	9.8752		9.9421	33,859
	2001	10.0000		9.8752	9,775
MFS/Sun Life High Yield S Class - Level 3
	2002	9.8717		9.9285	44,359
	2001	10.0000		9.8717	17,007
MFS/Sun Life High Yield Series - Level 2
	2002	9.4536		9.5535	222,109
	2001	9.4425		9.4536	330,231
	2000	10.0000		9.4425	284,517
MFS/Sun Life High Yield Series - Level 3
	2002	9.4371		9.5272	83,235
	2001	9.4357		9.4371	178,539
	2000	10.0000		9.4357	127,183
MFS/Sun Life Massachusetts Investors Growth Stock S Class - Level 2
	2002	9.7636		6.9060	27,931
	2001	10.0000		9.7636	4,478
MFS/Sun Life Massachusetts Investors Growth Stock S Class - Level 3
	2002	9.7602		6.8965	14,211
	2001	10.0000		9.7602	4,881
MFS/Sun Life Massachusetts Investors Growth Stock Series - Level 2
	2002	8.9482		6.3345	469,572
	2001	12.1094		8.9482	597,925
	2000	10.0000		12.1094	567,284
MFS/Sun Life Massachusetts Investors Growth Stock Series - Level 3
	2002	8.9326		6.3170	435,589
	2001	12.1007		8.9326	518,287
	2000	10.0000		12.1007	341,676
MFS/Sun Life Massachusetts Investors Trust S Class - Level 2
	2002	9.6591		7.4710	14,787
	2001	10.0000		9.6591	4,834
MFS/Sun Life Massachusetts Investors Trust S Class - Level 3
	2002	9.6557		7.4608	86,089
	2001	10.0000		9.6557	50,820
MFS/Sun Life Massachusetts Investors Trust Series - Level 2
	2002	9.3243		7.2274	356,488
	2001	11.2460		9.3243	393,588
	2000	10.0000		11.2460	350,699
MFS/Sun Life Massachusetts Investors Trust Series - Level 3
	2002	9.3081		7.2075	281,823
	2001	11.2379		9.3081	377,859
	2000	10.0000		11.2379	217,156
MFS/Sun Life New Discovery S Class - Level 2
	2002	10.2955		6.7206	50,553
	2001	10.0000		10.2955	1,773
MFS/Sun Life New Discovery S Class - Level 3
	2002	10.2918		6.7114	93,987
	2001	10.0000		10.2918	1,025
MFS/Sun Life New Discovery Series - Level 2
	2002	14.6322		9.5803	327,136
	2001	15.6730		14.6322	273,056
	2000	10.0000		15.6730	280,751
MFS/Sun Life New Discovery Series - Level 3
	2002	14.6068		9.5538	218,565
	2001	15.6618		14.6068	197,691
	2000	10.0000		15.6618	140,805
MFS/Sun Life Total Return S Class - Level 2
	2002	9.9556		9.2199	106,217
	2001	10.0000		9.9556	29,895
MFS/Sun Life Total Return S Class - Level 3
	2002	9.9522		9.2073	166,814
	2001	10.0000		9.9522	53,325
MFS/Sun Life Total Return Series - Level 2
	2002	11.8917		11.0326	476,503
	2001	12.0246		11.8917	463,198
	2000	10.0000		12.0246	172,612
MFS/Sun Life Total Return Series - Level 3
	2002	11.8710		11.0022	332,083
	2001	12.0160		11.8710	253,585
	2000	10.0000		12.0160	65,962
MFS/Sun Life Utilities S Class - Level 2
	2002	8.9189		6.6566	23,818
	2001	10.0000		8.9189	16,298
MFS/Sun Life Utilities S Class - Level 3
	2002	8.9158		6.6475	15,535
	2001	10.0000		8.9158	4,149
MFS/Sun Life Utilities Series - Level 2
	2002	9.4362		7.0703	315,861
	2001	12.6711		9.4362	489,348
	2000	10.0000		12.6711	392,655
MFS/Sun Life Utilities Series - Level 3
	2002	9.4198		7.0509	174,210
	2001	12.6620		9.4198	235,151
	2000	10.0000		12.6620	190,233
OCC Accumulation Trust Equity Portfolio - Level 2
	2002	10.6061		8.2015	8,323
	2001	11.5931		10.6061	13,280
	2000	10.0000		11.5931	6,988
OCC Accumulation Trust Equity Portfolio - Level 3
	2002	10.5877		8.1789	4,364
	2001	11.5848		10.5877	14,397
	2000	10.0000		11.5848	20,021
OCC Accumulation Trust Managed Portfolio - Level 2
	2002	10.6997		8.7510	12,615
	2001	11.4362		10.6997	12,616
	2000	10.0000		11.4362	13,806
OCC Accumulation Trust Managed Portfolio - Level 3
	2002	0		0	0
	2001	11.4279		0	0
	2000	10.0000		11.4279	2,510
OCC Accumulation Trust Mid Cap Portfolio - Level 2
	2002	16.3229		14.9155	77,633
	2001	15.5686		16.3229	92,396
	2000	10.0000		15.5686	100,792
OCC Accumulation Trust Mid Cap Portfolio - Level 3
	2002	16.2945		14.8745	52,938
	2001	15.5575		16.2945	59,759
	2000	10.0000		15.5575	54,596
OCC Accumulation Trust Small Cap Portfolio - Level 2
	2002	15.9689		12.3133	29,677
	2001	14.9819		15.9689	46,852
	2000	10.0000		14.9819	27,009
OCC Accumulation Trust Small Cap Portfolio - Level 3
	2002	15.9411		12.2794	4,795
	2001	14.9712		15.9411	6,271
	2000	10.0000		14.9712	2,008
PIMCO Real Return Bond Portfolio - Level 2
	2002	10.0000		10.0774	1,802
PIMCO Real Return Bond Portfolio - Level 3
	2002	10.0000		10.0749	9,598
PIMCO Total Return Bond Portfolio - Level 2
	2002	10.0000		10.2105	165,102
PIMCO Total Return Bond Portfolio - Level 3
	2002	10.0000		10.2079	213,051
PIMCO Emerging Markets Bond Portfolio - Level 2
	2002	10.0000		11.6228	119,679
PIMCO Emerging Markets Bond Portfolio - Level 3
	2002	10.0000		11.6198	135,342
PIMCO High Yield Portfolio - Level 2
	2002	10.0000		10.8288	123,198
PIMCO High Yield Portfolio - Level 3
	2002	10.0000		10.8260	146,348
Rydex VT Nova Fund Portfolio - Level 2
	2002	8.2488		5.2169	14,854
	2001	10.0000		8.2488	1,676
Rydex VT Nova Fund Portfolio - Level 3
	2002	8.2432		5.2080	1,437
	2001	10.0000		8.2432	1,940
Rydex VT OTC Fund Portfolio - Level 2
	2002	7.9267		4.7693	9,512
	2001	10.0000		7.9267	11,082
Rydex VT OTC Fund Portfolio - Level 3
	2002	7.9213		4.7612	12,253
	2001	10.0000		7.9213	22,364
SC INVESCO Energy Fund - Level 2
	2002	8.4898		0	0
	2001	10.0000		8.4898	4,039
SC INVESCO Energy Fund - Level 3
	2002	8.4841		0	0
	2001	10.0000		8.4841	5,444
SC INVESCO Health Sciences Fund - Level 2
	2002	10.1282		0	0
	2001	10.0000		10.1282	11,403
SC INVESCO Health Sciences Fund - Level 3
	2002	10.1213		0	0
	2001	10.0000		10.1213	16,871
SC INVESCO Technology Fund - Level 2
	2002	7.0755		0	0
	2001	10.0000		7.0755	3,565
SC INVESCO Technology Fund - Level 3
	2002	7.0707		0	0
	2001	10.0000		7.0707	12,997
SC INVESCO Telecommunications Fund - Level 2
	2002	0		0	0
	2001	10.0000		0	0
SC INVESCO Telecommunications Fund - Level 3
	2002	5.5017		0	0
	2001	10.0000		5.5017	4,388
SC Neuberger Berman Mid Cap Growth Fund - Level 2
	2002	8.6546		6.0218	57,296
	2001	10.0000		8.6546	32,815
SC Neuberger Berman Mid Cap Growth Fund - Level 3
	2002	8.6487		6.0116	22,900
	2001	10.0000		8.6487	14,930
SC Neuberger Berman Mid Cap Value Fund - Level 2
	2002	9.7891		8.7144	47,768
	2001	10.0000		9.7891	2,329
SC Neuberger Berman Mid Cap Value Fund - Level 3
	2002	9.7825		8.6996	18,750
	2001	10.0000		9.7825	7,911
SC Blue Chip Mid Cap Fund - Level 2
	2002	15.4711		12.9548	410,444
	2001	16.2546		15.4711	418,350
	2000	10.0000		16.2546	287,334
SC Blue Chip Mid Cap Fund - Level 3
	2002	15.4442		12.9191	257,181
	2001	16.2429		15.4442	258,645
	2000	10.0000		16.2429	186,213
Sun Capital Investment Grade Bond Fund - Level 2
	2002	11.4416		11.8440	417,357
	2001	10.8437		11.4416	552,746
	2000	10.0000		10.8437	253,362
Sun Capital Investment Grade Bond Fund - Level 3
	2002	11.4217		11.8113	300,552
	2001	10.8358		11.4217	450,063
	2000	10.0000		10.8358	225,602
SC Investors Foundation Fund - Level 2
	2002	9.9837		7.3838	26,176
	2001	11.0208		9.9837	32,747
	2000	10.0000		11.0208	30,675
SC Investors Foundation Fund - Level 3
	2002	9.9663		7.3635	43,944
	2001	11.0129		9.9663	34,231
	2000	10.0000		11.0129	24,313
Sun Capital Money Market Fund - Level 2
	2002	10.7069		10.6541	1,548,676
	2001	10.5047		10.7069	1,942,076
	2000	10.0000		10.5047	533,464
Sun Capital Money Market Fund - Level 3
	2002	10.6883		10.6248	868,913
	2001	10.4972		10.6883	801,224
	2000	10.0000		10.4972	373,023
Sun Capital Real Estate Fund - Level 2
	2002	14.7382		15.0964	178,250
	2001	13.3076		14.7382	80,220
	2000	10.0000		13.3076	45,667
Sun Capital Real Estate Fund - Level 3
	2002	14.7126		15.0549	140,470
	2001	13.2980		14.7126	76,543
	2000	10.0000		13.2980	147,600
SC Select Equity Fund - Level 2
	2002	9.9222		7.0738	102,323
	2001	12.0408		9.9222	123,178
	2000	10.0000		12.0408	139,242
SC Select Equity Fund - Level 3
	2002	9.9050		7.0543	121,925
	2001	12.0322		9.9050	143,103
	2000	10.0000		12.0322	121,646
SC Davis Venture Value Fund - Level 2
	2002	8.6056		7.0910	216,549
	2001	9.7843		8.6056	217,157
	2000	10.0000		9.7843	124,165
SC Davis Venture Value Fund - Level 3
	2002	8.5929		7.0733	288,919
	2001	9.7798		8.5929	255,374
	2000	10.0000		9.7798	163,236
SC Davis Financial Fund - Level 2
	2002	10.3444		8.2994	48,257
	2001	11.2555		10.3444	49,367
	2000	10.0000		11.2555	20,424
SC Davis Financial Fund - Level 3
	2002	10.3291		8.2787	30,882
	2001	11.2503		10.3291	38,310
	2000	10.0000		11.2503	11,953
SC Value Equity Fund - Level 2
	2002	10.7896		7.6974	31,534
	2001	11.2532		10.7896	31,387
	2000	10.0000		11.2532	2,013
SC Value Equity Fund - Level 3
	2002	10.7736		7.6782	18,245
	2001	11.2481		10.7736	38,371
	2000	10.0000		11.2481	2,629
SC Value Managed Fund - Level 2
	2002	10.4438		8.0791	44,967
	2001	11.2994		10.4438	48,976
	2000	10.0000		11.2994	747
SC Value Managed Fund - Level 3
	2002	10.4283		8.0590	9,733
	2001	11.2943		10.4283	14,613
	2000	10.0000		11.2943
SC Value Mid Cap Fund - Level 2
	2002	10.7896		9.9790	83,861
	2001	10.2644		10.7896	76,711
	2000	10.0000		10.2644	87,394
SC Value Mid Cap Fund - Level 3
	2002	10.7736		9.9541	64,730
	2001	10.2597		10.7736	59,407
	2000	10.0000		10.2597	59,692
SC Value Small Cap Fund - Level 2
	2002	12.9683		10.1292	198,192
	2001	12.1010		12.9683	67,696
	2000	10.0000		12.1010	33,739
SC Value Small Cap Fund - Level 3
	2002	12.9492		10.1039	206,392
	2001	12.0955		12.9492	74,143
	2000	10.0000		12.0955	34,600
SC Alger Growth Fund - Level 2
	2002	10.0000		7.4912	59,393
SC Alger Growth Fund - Level 3
	2002	10.0000		7.4861	13,931
SC Alger Income & Growth Fund - Level 2
	2002	10.0000		7.7751	41,835
SC Alger Income & Growth Fund - Level 3
	2002	10.0000		7.7697	30,123
SC Alger Small Capitalization Fund - Level 2
	2002	10.0000		7.6580	20,967
SC Alger Small Capitalization Fund - Level 3
	2002	10.0000		7.6528	10,176
Sun Capital All Cap Fund - Level 2
	2002	10.0000		0	0
Sun Capital All Cap Fund - Level 3
	2002	10.0000		7.4708	954
Templeton Growth Securites Fund - Level 2
	2002	10.0000		0	0
Templeton Growth Securites Fund - Level 3
	2002	10.0000		0	0
Templeton Foreign Securites Fund - Level 2
	2002	10.0000		0	0
Templeton Foreign Securites Fund - Level 3
	2002	10.0000		10.4448	1,993
* From commencement of operations on October 14, 1999 to December 31, 1999.
** From commencement of operations on April 17, 2000 to December 31, 2000.
*** From commencement of operations on July 17, 2000 to December 31, 2000.

</R>

PART C

OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

		A.		Condensed Financial Information - Accumulation Unit Values
				(Part A).
<R>
		B.		Financial Statements of the Depositor (Part B)
				1.	Consolidated Statements of Income, Years Ended December 31, 2002, 2002 and 2000;
				2.	Consolidated Balance Sheets, December 31, 2002 and 2001,
				3.	Consolidated Statements of Comprehensive Income, Years Ended December 31, 2002, 2001 and 2000;
				4.	Consolidated Statements of Stockholder's Equity, Years Ended December 31, 2002, 2001 and 2000;
				5.	Consolidated Statements of Cash Flows, Years Ended December 31, 2002, 2001 and 2000;
				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, 2002;
			2.		Statement of Operations, Year Ended December 31, 2002;
			3.		Statements of Changes in Net Assets, Years Ended December 31, 2002 and December 31, 2001;
			4.		Notes to Financial Statements; and
			5.		Independent Auditors' Report.
</R>
	(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 the Registration Statement of the Registrant on Form N-4, File No. 333-37907, filed on October 14, 1997);
	(2)	Not Applicable;
	(3)(a)	Distribution Agreement between the Depositor, Massachusetts Financial Services Company and Clarendon Insurance Agency, Inc. (Incorporated herein by reference to Exhibit 3(a) to Pre-Effective Amendment No. 1 to the Registration Statement of the Registrant on Form N-4, File No. 333-37907, filed on January 16, 1998);
	(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 the Registration Statement of the Registrant on Form N-4, File No. 333-37907, filed on January 16, 1998);
	(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 the Registration Statement of the Registrant on Form N-4, File No. 333-37907, filed on January 16, 1998);
	(b)(iii)	Specimen Registered Representatives Agent Agreement (Incorporated herein by reference to Exhibit 3(b)(iii) to Pre-Effective Amendment No. 1 to the Registration Statement of the Registrant 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 (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement of the Registrant on Form N-4, File No. 333-82957, filed September 29, 1999);
	(b)	Form of Certificate to be issued in connection with Contract filed as Exhibit 4(a) (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement of the Registrant on Form N-4, File No. 333-82957, filed September 29, 1999);
	(c)	Form of Flexible Payment Combination Fixed/Variable Individual Annuity Contract (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement of the Registrant on Form N-4, File No. 333-82957, filed September 29, 1999);
	(d)	Form of Qualified Plan Endorsement (Incorporated herein by reference to Post-Effective Amendment No. 1 to the Registration Statement of the Registrant on Form N-4, File No. 333-82957, filed February 3, 2000);
	(e)	Form of Revised Specification Page to be issued in connection with certificate, filed as Exhibit 4(b);
	(f)	Form of Revised Specification Page to be issued in connection with Individual Annuity Contract, filed as Exhibit 4(c);
	(5)(a)	Form of Application to be used with Contract filed as Exhibit 4(a) (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement of the Registrant on Form N-4, File No. 333-82957, filed September 29, 1999);
	(b)	Form of Application to be used with Certificate filed as Exhibit 4(b) and Contract filed as Exhibit 4(c) (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement of the Registrant on Form N-4, File No. 333-82957, filed September 29, 1999);
	(c)	Form of Revised 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 the Registration Statement of the Depositor on Form S-1, File No. 333-37907, filed on October 14, 1997);
	(b)	By-Laws of the Depositor, as amended effective as of January 1, 2000 (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-30844, 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 the Registration Statement of the Registrant on Form N-4, File No. 33-41628, filed April 26, 1999);
	(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 April 26, 1999);
	(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 April 26, 1999);
	(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 April 26, 1999);
	(c)	Form of Fund Participation Agreement between Depositor and J.P. Morgan Services Trust II (Filed as Exhibit 8(c) to Post-Effective Amendment No. 13 to Registrant's Registration Statement on Form N-4, File No. 33-41628, filed April 26, 1999);
	(d)	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 April 26, 1999);
	(e)	Form of Participation Agreement dated February 17, 1998 by and among OCC Accumulation Trust, the Depositor and OCC Distributors (Filed as Exhibit 8(e) to Post-Effective Amendment No. 13 to Registrant's Registration Statement on Form N-4, File No. 33-41628, filed April 26, 1999);
	(f)	Form of Participation Agreement dated February, 1998 by and among the Depositor, Warburg Pincus Trust, Warburg Pincus Asset Management, Inc. and Counsellors Securities, Inc. (Filed as Exhibit 8(f) to Post-Effective Amendment No. 13 to Registrant's Registration Statement on Form N-4, File No. 33-41628, filed April 26, 1999);
	(g)	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 in Form N-4, File No. 333-82957, filed February 3, 2000);
	(h)	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 in Form N-4, File No. 333-82957, filed February 3, 2000);
	(i)	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.).*
	(j)	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.*
	(k)(i)	Form of Participation Agreement dated December 1, 1996 by and among Sun Life Assurance Company of Canada (U.S.), Variable Insurance Products Fund, and Fidelity Distributors Corporation. (Incorporated by reference from Pre-Effective Amendment No. 1 to the Registration Statement on Form S-6, File No. 333-13087, filed January 1, 1997).
	(k)(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 Fund, and Fidelity Distributors Corporation.*
	(l)	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.*
	(9)	Opinion of Counsel as to the legality of the securities being registered and Consent to its use (Filed as Exhibit 9 to the Registration Statement of the Registrant on Form N-4, File No. 333-82957, filed July 15, 1999);
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	(10)(a)	Consent of Independent Auditors*
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	(10)(b)	Representation of Counsel pursuant to Rule 485(b)*;
	(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 the Registration Statement of the Registrant 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 February 9, 2001)
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	(16)	Organizational Chart (Incorporated by reference to Exhibit 16 to Post-Effective Amendment No. 42 to the Registration Statement of the Registrant on Form N-4, File Nos. 333-01043, 811-07543, filed on February 26, 2003.)

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* Filed herewith

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Item 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

Name and	Principal Positions and Officers
Business Address	With Depositor
Donald A. Stewart	Director
150 King Street West
Toronto, Ontario
Canada M5H 1J9
C. James Prieur	Chairman and Director
150 King Street West
Toronto, Ontario
Canada M5H 1J9
James A. McNulty, III	Director
12 Wild Holly Lane
Medfield, MA 02052
David D. Horn	Director
257 Lake Street
P.O. Box 24
New Vineyard, ME 04956
Paul W. Derksen	Director
150 King Street West
Toronto, Ontario
Canada M5H IJ9
S. Caesar Raboy	Director
220 Boylston Street
Boston, MA 02110
Robert C. Salipante	President & Director
One Sun Life Executive Park
Wellesley Hills, MA 02481
David K. Stevenson	Director
359 Grove Street
Needham, MA 02492
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
Claude A. Accum	Vice President and Chief Actuary
One Sun Life Executive Park
Wellesley Hills, MA 02481
James M.A. Anderson	Vice President, Investments
One Sun Life Executive Park
Wellesley Hills, MA 02481
Nancy L. Conlin	Vice President and Chief Counsel
One Sun Life Executive Park
Wellesley Hills, MA 02481
Peter F. Demuth	Vice President, Chief Strategy and Business
One Sun Life Executive Park	Development Officer
Wellesley Hills, MA 02481
Mark W. DeTora	Vice President, Individual Insurance
One Sun Life Executive Park
Wellesley Hills, MA 02481
Ellen B. King	Assistant Vice President and Senior Counsel
One Sun Life Executive Park	and Secretary
Wellesley Hills, MA 02481
Philip K. Polkinghorn	Vice President, Annuities
112 Worcester Street
Wellesley Hills, MA 02481
Davey S. Scoon	Vice President, and Chief Financial and
One Sun Life Executive Park	Administrative Officer & Treasurer
Wellesley Hills, MA 02481
James R. Smith	Vice President & Chief Information Officer
One Sun Life Executive Park
Wellesley Hills, MA 02481
Janet V. Whitehouse	Vice President, Human Resources &
One Sun Life Executive Park	Administrative Services
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.

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The organization chart of Sun Life Assurance Company of Canada is filed as Exhibit 16 to Post-Effective Amendment No. 42 to the Registration Statement on Form N-4, File Nos. 333-01043, 811-07543, filed February 26, 2003.

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None of the companies listed in 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

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As of April 4, 2003, there were 6,201 qualified and 8,667 non-qualified Contracts issued and outstanding.

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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.), a copy of which was filed as Exhibit 3(b) to the Registration Statement of the Depositor on Form S-1, File No. 33-29851, 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.

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Name and Principal	Positions and Officers
Business Address*	with Underwriter
Jane Wolak	President
Davey S. Scoon	Treasurer and Director
James M.A. Anderson	Director
James A. McNulty, III	Director
George E. Maden	Secretary and Clerk
William T. Evers	Assistant Secretary and Clerk
Norton A. Goss, II	Vice President & Chief Compliance Officer
Michael L. Gentile	Vice President
John E. Coleman	Vice President
Imants Saksons	Vice President
Nancy C. Atherton	Tax Officer

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

* The principal business address of all directors and officers of the principal underwriter, except for Ms. Wolak, is One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481. The principal business address of Ms. Wolak is 112 Worcester Street, Wellesley Hills, MA 02481.

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(a) 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 simiilar 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 of the requirements of Securities Act Rule 485(b) for effectiveness of this Amendment to the Registration Statement 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 24th day of April, 2003.

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

(Registrant)

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

(Depositor)

By: /s/ ROBERT C. SALIPANTE

Robert C. Salipante,

President & Director

Attest: /s/ EDWARD M. SHEA

Edward M. Shea

Assistant Vice President & Senior Counsel

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.

SIGNATURE	TITLE	DATE
/s/ ROBERT C. SALIPANTE	President and Director	April 24, 2003
Robert C. Salipante	(Principal Executive Officer)
/s/ DAVEY S. SCOON	Vice President & Chief Administrative and	April 24, 2003
Davey S. Scoon	Financial Officer & Treasurer
	(Principal Financial and Accounting Officer)
/s/EDWARD M. SHEA	Attorney-in-Fact for:	April 24, 2003
Edward M. Shea	C. James Prieur, Chairman and Director
	Donald A. Stewart , Director
	James C. Baillie, Director
	David D. Horn, Director
	James A. McNulty, III, Director
	S. Caesar Raboy, Director
	William W. Stinson, Director

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EXHIBIT INDEX

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10(a) Consent of Auditors

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10 (b) Representation of Counsel