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

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. 11

TO

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AND

AMENDMENT NO. 62

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TO

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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

(Exact Name of Registrant)

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

(Name of Depositor)

ONE SUN LIFE EXECUTIVE PARK WELLESLEY HILLS, MASSACHUSETTS 02481

(Address of Depositor's Principal Executive Offices)

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

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)

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

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

/ / 60 days after filing pursuant to paragraph (a)(1) of Rule 485

/ / on (date) pursuant to paragraph (a)(1)of Rule 485

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If appropriate check the following box:

/ / this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

PART A

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PROSPECTUS

APRIL 29, 2005

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 fund options of the MFS/Sun Life Series Trust (the "Funds"):

Large-Cap Value Equity Funds	Mid-Cap Blend Equity Funds
MFS/ Sun Life Core Equity - 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 Technology - S Class
MFS/ Sun Life Capital Opportunities - S Class	Large-Cap Value Sector Equity Funds
MFS/ Sun Life Emerging Markets Equity - S Class	MFS/ Sun Life Utilities - S Class
MFS/ Sun Life Massachusetts Investors Trust	High-Quality Intermediate-Term Bond Funds
- S Class	MFS/ Sun Life Government Securities - S Class
MFS/ Sun Life Research - S Class	MFS/ Sun Life Global Governments - S Class
MFS/ Sun Life Research International - S Class	Medium-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 Strategic Income - S Class
MFS/ Sun Life Emerging Growth - S Class	Low-Quality Intermediate-Term Bond Funds
MFS/ Sun Life Global Growth - S Class	MFS/ Sun Life High Yield - S Class
MFS/ Sun Life International Growth - S Class	Money Market Funds
MFS/ Sun Life Massachusetts Investors Growth	MFS/ Sun Life Money Market - S Class
Stock - S Class
MFS/ Sun Life Strategic Growth - S Class

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Massachusetts Financial Services Company serves as investment adviser to all of the Funds in the MFS/Sun Life Series Trust.

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.

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We have filed a Statement of Additional Information dated April 29, 2005 (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 46 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.

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

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

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.)

P.O. Box 9133

Wellesley Hills, Massachusetts 02481

TABLE OF CONTENTS

Special Terms *

Product Highlights *

Fees and Expenses *

Example *

Condensed Financial Information *

The Annuity Contract *

Communicating To Us About Your Contract *

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

The Variable Account *

Variable Account Options: The MFS/Sun Life Series Trust *

The Fixed Account *

The Fixed Account Options: The Guarantee Periods *

The Accumulation Phase *

Issuing Your Contract *

Amount and Frequency of Purchase Payments *

Allocation of Net Purchase Payments *

Your Account *

Your Account Value *

Purchase Payment Interest *

Variable Account Value *

Fixed Account Value *

Transfer Privilege *

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

Other Programs *

Withdrawals, Withdrawal Charge And Market Value Adjustment *

Cash Withdrawals *

Withdrawal Charge *

Types of Withdrawals Not Subject to Withdrawal Charge *

Market Value Adjustment *

Contract Charges *

Account Fee *

Administrative Expense Charge *

Mortality and Expense Risk Charge *

Charges for Optional Death Benefit Riders *

Premium Taxes *

Fund Expenses *

Modification in the Case of Group Contracts *

Death Benefit *

Amount of Death Benefit *

The Basic Death Benefit *

Optional Death Benefit Riders *

Spousal Continuance *

Calculating the Death Benefit *

Method of Paying Death Benefit *

Non-Qualified Contracts *

Selection and Change of Beneficiary *

Payment of Death Benefit *

Due Proof of Death *

The Income Phase -- Annuity Provisions *

Selection of the Annuitant or Co-Annuitant *

Selection of the Annuity Commencement Date *

Annuity Options *

Selection of Annuity Option *

Amount of Annuity Payments *

Exchange of Variable Annuity Units *

Account Fee *

Annuity Payment Rates *

Annuity Options as Method of Payment for Death Benefit *

Other Contract Provisions *

Exercise of Contract Rights *

Change of Ownership *

Voting of Fund Shares *

Periodic Reports *

Substitution of Securities *

Change in Operation of Variable Account *

Splitting Units *

Modification *

Discontinuance of New Participants *

Reservation of Rights *

Right to Return *

Tax Considerations *

U.S. Federal Income Tax Considerations *

Deductibility of Purchase Payments *

Pre-Distribution Taxation of Contracts *

Distributions and Withdrawals from Non-Qualified Contracts *

Distributions and Withdrawals from Qualified Contracts *

Withholding *

Investment Diversification and Control *

Tax Treatment of the Company and the Variable Account *

Qualified Retirement Plans *

Pension and Profit-Sharing Plans *

Tax-Sheltered Annuities *

Individual Retirement Arrangments *

Roth Individual Retirement Arrangments *

Status of Optional Death Benefit Riders *

Puerto Rico Tax Considerations *

Administration of the Contracts *

Distribution of the Contracts *

Performance Information *

Available Information *

Incorporation of Certain Documents By Reference *

State Regulation *

Legal Proceedings *

Financial Statements *

Table of Contents of Statement of Additional Information *

Appendix A-- Glossary  *

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

Appendix C-- Calculation of Basic Death Benefit  *

Appendix D-- Calculation of Earnings Enhancement Optional Death Benefit  *

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

Appendix F-- Calculation of Earnings Enhancement  Plus Optional Death Benefit *

Appendix G-- Calculation of Earnings Enhancement Plus With MAV Optional Death Benefit *

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

Appendix I--  Calculation of Purchase Payment Interest (Bonus Credit)  *

Appendix J-- Condensed Financial Information *

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

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

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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 provides no additional tax-deferal benefits to Contracts purchased under Qualified Retirement Plans. 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.

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The Accumulation Phase

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

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Variable Account Options: The Funds

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You can allocate your Purchase Payments among Sub-Accounts, each of which invests in a separate securities portfolio 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.

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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.

Fees and Expenses

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.

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If you take more than a specified amount of money out of your Contract, we assess a withdrawal charge against each Purchase Payment withdrawn. For each Purchase Payment, the withdrawal charge (also known as a "contingent deferred sales charge") starts at 8% and declines to 0% after the Purchase Payment has been in the Contract for seven years.

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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.

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

The Income Phase: Annuity Provisions

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

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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

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

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Tax Considerations

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

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

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

            P. O. Box 9133

            Wellesley Hills , Massachusetts 02481

            Toll Free (800) 752-7215

FEES AND EXPENSES

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

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

Contract Owner Transaction Expenses

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Sales Load Imposed on Purchases (as a percentage of purchase payments):	0%
Maximum Withdrawal Charge (as a percentage of purchase payments):	8%*
Maximum Fee Per Transfer (currently $0):	$15**
Premium Taxes
(as a percentage of Certificate Value or total purchase payments):	0% - 3.5%***

*	Number of Complete Account Years Since Purchase Payment has been in the Account	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. We do impose certain restrictions upon the number and frequency of transfers. (See "Transfer Privilege.")
***	The premium tax rate and base vary by your state of residence and the type of Certificate you own. Currently, we deduct premium taxes from Certificate Value upon full surrender (including a surrender for the death benefit) or annuitization. See "Contract Charges -- Premium Taxes."

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

Annual Account Fee $ 50*

Variable Account Annual Expenses

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

Mortality and Expense Risks Charge:	1.30%**
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 if your Account Value has been allocated only to the Fixed Account during the applicable Account Year or if your Account Value is$100,000 ior more on your Account Anniversary. (See "Account Fee.")
**	After annuitization, the sum of the mortality and expense risks charge and the administrative expenses charge will never be greater than 1.45% of average daily net Variable Account assets, regardless of your age on the Open Date. (See "Mortality and Expense Risks Charge.")
***	The optional death benefit riders are defined under "Death Benefit." The charge varies depending upon the rider selected as follows:

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

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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*		0.83%	1.60%

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*

The expenses shown are for the year ended December 31, 2004, and do not reflect any fee waiver or expense reimbursement.

**

The advisers and/or other service providers of certain Funds have agreed to reduce their fees and/or reimburse the Funds' expenses in order to keep the Funds' expenses below specified limits. The expenses of certain Funds are reduced by contractual fee reduction and expense reimbursement arrangements that will remain in effect at least through April 30, 2006. 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 reimbursement arrangements are taken into consideration, fall within the range. Each fee reduction and/or expense reimbursement arrangement is described in the relevant Fund's prospectus.

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

EXAMPLE

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

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

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

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

1 year	3 years	5 years	10 years
$1,085	$1,740	$2,421	$3,962

(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
$365	$1,110	$1,881	$3,962

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.

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

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

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COMMUNICATING TO US ABOUT YOUR CONTRACT

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

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

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

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

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

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

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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.

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

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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.

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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 a number of investment options (each, a "Fund"), each corresponding to one of the portfolios. Additional portfolios may be added to the Series Fund which may or may not be available for investment by the Variable Account.

Each Fund pays fees to MFS, as its investment adviser, 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 is solely that of MFS. We undertake no obligation in this regard.

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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.

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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 Series Fund prospectus. You should read the Series Fund prospectus carefully before investing. The statement of additional information of the Series Fund is available by calling (800) 752-7215.

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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

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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. In such event, renewals will be made into the Money Market Sub-Account. 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.

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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

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

Allocation of Net Purchase Payments

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

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

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We will credit your Contract with interest, which we refer to as "Purchase Payment Interest", at the rate you selected when you applied for the Contract. Currently, we offer 2 interest rate options:

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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.

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

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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

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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. We reserve the right to limit each new allocation to a Guarantee Period to at least $1,000.

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     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.")

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

These automatic transfers of Fixed Account Value into the Money Market Sub-Account will not count as a transfer for purposes of the transfer restrictions described under "Transfer Privilege."

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     Early Withdrawals

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If you withdraw, transfer, or annuitize an allocation from 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.

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Transfer Privilege

     Permitted Transfers

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

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

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; 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.

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

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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

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

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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.

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     Short-Term Trading

The Contracts are not designed for short-term trading. If you wish to employ such strategies, do not purchase a Contract. Transfer limits and other restrictions, described below, are subject to our ability to monitor transfer activity. Some Contract Owners and their third party intermediaries engaging in short-term trading may employ a variety of strategies to avoid detection. Despite our efforts to prevent short-term trading, there is no assurance that we will be able to identify such Contract Owners or intermediaries or curtail their trading. A failure to detect and curtail short-term trading could result in adverse consequences to the Contract Owners. Short-term trading can increase costs for all Contract Owners as a result of excessive portfolio transaction fees. In addition, short-term trading can adversely affect a Fund's performance. If large amounts of money are suddenly transferred out of a Fund, the Fund's investment adviser cannot effectively invest in accordance with the Fund's investment objectives and policies.

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

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

If we determine that a third party acting on your behalf is engaging (alone or in combination with transfers effected by you directly) in a pattern of short-term trading, we may refuse to process certain transfers requested by such a third party. In particular, we will treat as short-term trading activity and refuse to process any transfer that is requested by an authorized third party within 6 days of a previous transfer (whether the earlier transfer was requested by you or a third party acting on your behalf). We may also impose special restrictions on third parties that engage in reallocations of contract values by limiting the frequency of the transfer, requiring advance notice of the transfer pursuant to in-force service agreements, and reallocating or exchanging 100% of the values in the redeeming sub-accounts.

We will provide you written notification of any restrictions imposed.

In addition, some of the Funds reserve the right to refuse purchase or transfer 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 the request is considered to be part of a short-term trading strategy. Accordingly, the Variable Account may not be in a position to effectuate some transfers with such Funds and, therefore, will be unable to process such transfer requests. We also reserve the right to refuse requests involving transfers to or from the Fixed Account.

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

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

o when the Participant changes;

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

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

o when underlying Funds are dissolved or merged or substituted.

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

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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."

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Other Programs

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

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     Dollar-Cost Averaging

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Dollar-cost averaging allows you to invest gradually, over time, in up to 12 Sub-Accounts. You may select a dollar-cost averaging program at no extra charge by allocating a minimum amount to a designated Sub-Account or to a Guarantee Period we make available in connection with the program. (We reserve the right to limit minimum investments to at least $1,000.) Amounts allocated to the Fixed Account under the program will earn interest at a rate declared by the Company for the Guarantee Period you select. Previously applied amounts may not be transferred to a Guarantee Period made available in connection with this program. 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).

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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 may be subject to the minimum.

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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.

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     Systematic Withdrawal and Interest Out Programs

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

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

     Portfolio Rebalancing Program

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

Under the Secured Future 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 or transfers), 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, other than a Systematic Withdrawal, you must send us a written request at our Annuity Mailing Address. Your request must specify whether you want to withdraw the entire amount of your Account or, if less, the amount you wish to receive.

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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

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

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

     Partial Withdrawals

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

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

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

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

     Time of Payment

We will pay you the applicable amount of any full or partial withdrawal within 7 days after we receive your withdrawal request, except in cases where we are permitted, and choose, to defer payment under the Investment Company Act 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.

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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

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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. The Withdrawal Charge scale is as follows:

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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:

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

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, and

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 withdrawn from a Non-Qualified Contract as part of our non-qualified stretch program, amounts we pay as a death benefit (except under the Cash Surrender method), or amounts you transfer among the Sub-Accounts, between the Sub-Accounts and the Fixed Account, or within the Fixed Account.

Market Value Adjustment

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 Value 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 the Accumulation Phase, we deduct a mortality and expense risk charge from the assets of the Variable Account at an effective annual rate equal to 1.30%. 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.

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	% of Average
Rider(S) You Elect*	Daily Net Assets
"EEB"	0.15%
"MAV"	0.15%
"5% Roll-Up"	0.15%
"EEB" and "MAV"	0.25%
"EEB" and "5% Roll-Up"	0.25%
"MAV" and "5% Roll-Up"	0.25%
"EEB Plus"	0.25%
"EEB" and "MAV" and "5% Roll-Up"	0.40%
"EEB Plus with MAV"	0.40%
"EEB Plus with 5% Roll-Up"	0.40%

                                          *As defined below

Premium Taxes

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

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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

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If you die during the Accumulation Phase, we will pay a death benefit to the designated Beneficiary(ies), using the payment method elected (a single cash payment or one of our Annuity Options). If the Beneficiary is not living on 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.

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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:

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(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.

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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.

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

     Maximum Anniversary Account Value ("MAV") Rider

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

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 and partial withdrawals made between that Account Anniversary and the Death Benefit Date.

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     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."

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.

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.

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

o We must receive your notice, in good order, 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.

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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

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

The Annuitant becomes the Payee on and after the Annuity Commencement Date. The Beneficiary becomes the Payee on the death of the 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.

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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.

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

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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

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If you are not satisfied with your Contract, you may return it by mailing or delivering it to us at our Annuity Mailing Address, as shown on the cover of this Prospectus, within 10 days, or longer if allowed by your state, after it was delivered to you. State law may also allow you to return the Contract to your sales representative. When we receive the returned Contract, it will be cancelled and we will refund to you your Account Value less the Adjusted Purchase Payment Interest. The Adjusted Purchase Payment Interest that may be deducted is equal to the lesser of:

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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.

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.

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

     Distributions and Withdrawals from Qualified Contracts

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

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

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

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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.

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

     Investment Diversification and Control

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

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

Revenue Ruling 2003-91 states that the determination of whether the owner of a variable contract possesses sufficient incidents of ownership over the assets underlying the variable contract so as to be deemed the owner of those assets for federal income tax purposes will depend on all the facts and circumstances. We do not believe that the differences between the Contract and the contracts described in Revenue Ruling 2003-91 should prevent the holding in Revenue Ruling 2003-91 from applying. Nevertheless, you should consult with a qualified tax professional on the potential impact of the investor control rules of the IRS as they relate to the investment decisions and activities you may undertake with respect to the Contract. In addition, the IRS and/or the Treasury Department may issue new rulings, interpretations or regulations on this subject in the future. Accordingly, we therefore reserve the right to modify the Contracts as necessary to attempt to prevent you from being considered the owner, for tax purposes, of the underlying assets. We also reserve the right to notify you if we determine that it is no longer practicable to maintain the Contract in a manner that was designed to prevent you from being considered the owner of the assets of the Separate Account. You bear the risk that you may be treated as the owner of Separate Account assets and taxed accordingly.

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     Tax Treatment of the Company and the Variable Account

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

     Qualified Retirement Plans

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

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

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

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

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     Individual Retirement Arrangements

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

     Roth Individual Retirement Arrangements

Section 408A of the Code permits an individual to contribute to an individual retirement program called a Roth IRA. Unlike contributions to a traditional IRA under Section 408 of the Code, contributions to a Roth IRA are not tax-deductible. Provided certain conditions are satisfied, distributions are generally tax-free. Like traditional IRAs, Roth IRAs are subject to limitations on contribution amounts and the timing of distributions. If 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 imposes special information requirements with respect to Roth IRAsand we will provide the necessary information for Contracts issued as Roth Individual Retirement Annuities. If your Contract is issued in connection with a Roth Individual Retirement Account, we have no information about the Account and you should contact the Account's trustee or custodian.

     Impact of Optional Death Benefit Riders

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

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

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

Non-Qualified Contracts. We are required to make a determination as to the taxability of any withdrawal you make in order to be able to annually report to the IRS and you information about your withdrawal. Under the Internal Revenue Code, any withdrawal from a Non-Qualified Contract is taxable to the extent the annuity's cash value (determined without regard to surrender charges) exceeds the investment in the contract. There is no definition of "cash value" in the Code and, for tax reporting purposes, we are currently treating it as the Account Value of the Contract. However, there can be no assurance that the IRS will agree that this is the correct cash value. The IRS could, for example, determine that the cash value is the Account Value plus an additional amount representing the value of an optional rider. If this were to occur, election of an optional rider could cause any withdrawal, including a withdrawal under the WB Plan of the Secured Returns 2 Benefit, to have a higher proportion of the withdrawal derived from taxable investment earnings. Prior to electing to participate in an optional rider (or, if applicable, prior to renewing your participation in the Secured Returns 2 Benefit), you should consult with a qualified tax professional as to the meaning of "cash value."

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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.

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

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

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

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

The Company (or its affiliates, for purposes of this section only, collectively, "the Company"), pays the Selling Broker-Dealers compensation for the promotion and sale of the Contract. The Selling Agents who solicit sales of the Contract typically receive a portion of the compensation paid by the Company to the Selling Broker-Dealers in the form of commissions or other compensation, depending on the agreement between the Selling Broker-Dealer and their Selling Agent. This compensation is not paid directly by the Contract Owner or the separate account. The Company intends to recoup this compensation through fees and charges imposed under the Contract, and from profits on payments received by the Company for providing administrative, marketing, and other support and services to the Funds.

The amount and timing of commissions the Company may pay to Selling Broker-Dealers may vary depending on the selling agreement but is not expected to be more than 7.00% of Purchase Payments, and 1.25% annually of the Participant's Account Value. The Company may pay or allow other promotional incentives or payments in the form of cash or other compensation to the extent permitted by NASD rules and other applicable laws and regulations.

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

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

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

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Commissions may be waived or reduced in connection with certain transactions described in this Prospectus under the heading "Waivers; Reduced Charges; Credits; Special Guaranteed Interest Rates." During 2002, 2003, and 2004, approximately $809,356, $92,878, and $28,188 respectively, in commissions were paid to but not retained by Clarendon in connection with the distribution of the Contracts.

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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 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.

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

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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

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The Company's Annual Report on Form 10-K for the year ended December 31, 2004 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.

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

STATE REGULATION

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

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

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

LEGAL PROCEEDINGS

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

FINANCIAL STATEMENTS

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

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The financial statements of the Variable Account for the year ended December 31, 2004 are also included in the SAI.

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

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

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

Independent Registered Public Accounting Firm

Financial Statements

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This Prospectus sets forth information about the Contract and the Variable Account that a prospective purchaser should know before investing. Additional information about the Contract and the Variable Account has been filed with the Securities and Exchange Commission in a Statement of Additional Information dated April 29, 2005, which is incorporated herein by reference. The Statement of Additional Information is available upon request and without charge from Sun Life Assurance Company of Canada (U.S.). To receive a copy, return this request form to the address shown below or telephone (800) 752-7215.

To:	Sun Life Assurance Company of Canada (U.S.)
	P.O. Box 9133
	Wellesley Hills, MA 02481
	Please send me a Statement of Additional Information for
	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.

*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.

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
(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:

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The Basic Death Benefit is the greatest of:
Account Value	=	$ 80,000.00
Cash Surrender Value*	=	$ 74,365.00
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*	=	$55,165.00
Adjusted Purchase Payments**	=	$75,000.00
The Basic Death Benefit would therefore be:		$75,000.00

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*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

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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. The $10 beginning value for each accumulation unit is as of the date the unit commenced, which was generally later than the first day of the year shown. Subsequent values are shown for each period, unless there was no balance or transaction for the last day of the period, in which case no value is shown for the end of that period or the beginning of the next period.

		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
	2004	11.6954	12.2066	218,931
	2003	10.8448	11.6954	246,330
	2002	10.0704	10.8448	231,496
	2001	10.0000	10.0704	183,918
Bond S Class - Level 2
	2004	11.6538	12.1445	79,349
	2003	10.8226	11.6538	107,762
	2002	10.0651	10.8226	92,439
	2001	10.0000	10.0651	23,619
Bond S Class - Level 3
	2004	11.6261	12.1034	83,253
	2003	10.8079	11.6261	112,878
	2002	10.0616	10.8079	106,799
	2001	10.0000	10.0616	59,966
Bond S Class - Level 4
	2004	11.5845	12.0415	312,518
	2003	10.7857	11.5845	365,133
	2002	10.0563	10.7857	296,455
	2001	10.0000	10.0563	87,767
Bond Series - Level 1
	2004	13.3898	14.0199	236,943
	2003	12.3831	13.3898	306,146
	2002	11.4656	12.3831	337,561
	2001	10.7940	11.4656	418,091
	2000	10.0000	10.7940	77,459
Bond Series - Level 2
	2004	13.3158	13.9212	309,465
	2003	12.3335	13.3158	352,147
	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
	2004	13.2667	13.8558	641,283
	2003	12.3005	13.2667	841,199
	2002	11.4180	12.3005	839,942
	2001	10.7767	11.4180	719,978
	2000	10.0000	10.7767	214.623
Bond Series - Level 4
	2004	13.1931	13.7577	295,858
	2003	12.2509	13.1931	393,965
	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
	2004	8.1668	8.9159	209,668
	2003	6.4565	8.1668	191,672
	2002	9.7147	6.4565	183,342
	2001	10.0000	9.7147	74,229
Capital Appreciation S Class - Level 2
	2004	8.1377	8.8705	102,361
	2003	6.4433	8.1377	89,724
	2002	9.7096	6.4433	74,055
	2001	10.0000	9.7096	24,481
Capital Appreciation S Class - Level 3
	2004	8.1183	8.8404	121,988
	2003	6.4345	8.1183	115,403
	2002	9.7061	6.4345	97,541
	2001	10.0000	9.7061	48,269
Capital Appreciation S Class - Level 4
	2004	8.0892	8.7952	249,948
	2003	6.4212	8.0892	220,430
	2002	9.7010	6.4212	233,236
	2001	10.0000	9.7010	99,789
Capital Appreciation Series - Level 1
	2004	5.4778	5.9931	1,119,858
	2003	4.3185	5.4778	980,310
	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 2
	2004	5.4475	5.9508	1,385,105
	2003	4.3011	5.4475	1,487,709
	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
	2004	5.4273	5.9228	2,260,986
	2003	4.2896	5.4273	2,387,264
	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 Appreciation Series - Level 4
	2004	5.3971	5.8808	978,389
	2003	4.2722	5.3971	1,002,801
	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
	2004	8.2118	9.1058	94,357
	2003	6.5096	8.2118	89,374
	2002	9.5101	6.5096	83,681
	2001	10.0000	9.5101	59,199
Capital Opportunities S Class - Level 2
	2004	8.1825	9.0595	37,633
	2003	6.4963	8.1825	42,395
	2002	9.5051	6.4963	44,852
	2001	10.0000	9.5051	23,180
Capital Opportunities S Class - Level 3
	2004	8.1630	9.0287	74,969
	2003	6.4874	8.1630	81,873
	2002	9.5017	6.4874	84,819
	2001	10.0000	9.5017	22,901
Capital Opportunities S Class - Level 4
	2004	8.1338	8.9826	95,304
	2003	6.4740	8.1338	112,842
	2002	9.4967	6.4740	131,167
	2001	10.0000	9.4967	59,725
Capital Opportunities Series - Level 1
	2004	6.0007	6.6702	1,139,386
	2003	4.7457	6.0007	1,227,613
	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 2
	2004	5.9675	6.6231	1,233,585
	2003	4.7266	5.9675	1,413,303
	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
	2004	5.9453	6.5919	2,399,955
	2003	4.7138	5.9453	2,862,275
	2002	6.8894	4.7138	3,302,762
	2001	9.3402	6.8894	4,145,957
	2000	10.0000	9.3402	3,382,049
Capital Opportunities Series - Level 4
	2004	5.9122	6.5451	890,255
	2003	4.6947	5.9122	1,059,533
	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
	2004	8.1160	9.0349	108,694
	2003	6.2799	8.1160	109,022
	2002	9.7072	6.2799	104,894
	2001	10.0000	9.7072	27,050
Emerging Growth S Class - Level 2
	2004	8.0871	8.9890	57,345
	2003	6.2671	8.0871	51,446
	2002	9.7021	6.2671	46,955
	2001	10.0000	9.7021	9,764
Emerging Growth S Class - Level 3
	2004	8.0678	8.9585	114,040
	2003	6.2585	8.0678	99,629
	2002	9.6987	6.2585	97,814
	2001	10.0000	9.6987	38,368
Emerging Growth S Class - Level 4
	2004	8.0389	8.9127	130,677
	2003	6.2456	8.0389	106,942
	2002	9.6936	6.2456	99,902
	2001	10.0000	9.6936	47,057
Emerging Growth Series - Level 1
	2004	4.7178	5.2648	1,221,243
	2003	3.6405	4.7178	1,322,149
	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 2
	2004	4.6916	5.2276	1,670,006
	2003	3.6258	4.6916	1,826,120
	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
	2004	4.6742	5.2029	3,093,286
	2003	3.6161	4.6742	3,478,392
	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 Growth Series - Level 4
	2004	4.6482	5.1660	1,171,175
	2003	3.6014	4.6482	1,310,529
	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
	2004	14.9184	18.6541	41,664
	2003	9.9507	14.9184	47,090
	2002	10.3158	9.9507	12,287
	2001	10.0000	10.3158	4,920
Emerging Markets Equity S Class - Level 2
	2004	14.8653	18.5593	7,043
	2003	9.9303	14.8653	4,898
	2002	10.3103	9.9303	7,328
	2001	10.0000	10.3103	1,661
Emerging Markets Equity S Class - Level 3
	2004	14.8299	18.4964	10,859
	2003	9.9168	14.8299	11,039
	2002	10.3067	9.9168	4,858
	2001	10.0000	10.3067	2,816
Emerging Markets Equity S Class - Level 4
	2004	14.7769	18.4020	55,030
	2003	9.8964	14.7769	23,052
	2002	10.3013	9.8964	14,005
	2001	10.0000	10.3013	2,531
Emerging Markets Equity Series - Level 1
	2004	11.5750	14.5072	146,222
	2003	7.6965	11.5750	158,028
	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 2
	2004	11.5111	14.4050	92,585
	2003	7.6656	11.5111	97,119
	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
	2004	11.4686	14.3373	285,274
	2003	7.6451	11.4686	236,203
	2002	7.9310	7.6451	219,748
	2001	8.1534	7.9310	175,150
	2000	10.0000	8.1534	128,994
Emerging Markets Equity Series - Level 4
	2004	11.4049	14.2359	94,330
	2003	7.6143	11.4049	102,380
	2002	7.9111	7.6143	93,925
	2001	8.1455	7.9111	81,149
	2000	10.0000	8.1455	60,368
Global Governments S Class - Level 1
	2004	13.0794	14.1523	79,226
	2003	11.5106	13.0794	86,129
	2002	9.7098	11.5106	118,181
	2001	10.0000	9.7098	160
Global Governments S Class - Level 2
	2004	13.0329	14.0804	11,999
	2003	11.4871	13.0329	10,263
	2002	9.7047	11.4871	2,565
	2001	10.0000	9.7047	103
Global Governments S Class - Level 3
	2004	13.0019	14.0327	25,495
	2003	11.4714	13.0019	28,041
	2002	9.7013	11.4714	12,391
	2001	10.0000	9.7013	1,541
Global Governments S Class - Level 4
	2004	12.9554	13.9611	19,955
	2003	11.4479	12.9554	19,561
	2002	9.6962	11.4479	16,694
	2001	10.0000	9.6962	1,262
Global Governments Series - Level 1
	2004	13.4858	14.6266	133,548
	2003	11.8379	13.4858	175,402
	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 2
	2004	13.4112	14.5235	51,320
	2003	11.7903	13.4112	62,887
	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
	2004	13.3617	14.4551	143,902
	2003	11.7587	13.3617	157,653
	2002	9.9170	11.7587	123,407
	2001	10.3100	9.9170	70,384
	2000	10.0000	10.3100	49,235
Global Governments Series - Level 4
	2004	13.2874	14.3527	165,963
	2003	11.7112	13.2874	205,829
	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
	2004	10.1971	11.5975	31,615
	2003	7.6572	10.1971	31,665
	2002	9.6721	7.6572	30,446
	2001	10.0000	9.6721	13,028
Global Growth S Class - Level 2
	2004	10.1608	11.5385	7,712
	2003	7.6415	10.1608	11,842
	2002	9.6670	7.6415	5,805
	2001	10.0000	9.6670	891
Global Growth S Class - Level 3
	2004	10.1366	11.4994	21,887
	2003	7.6311	10.1366	22,391
	2002	9.6636	7.6311	17,157
	2001	10.0000	9.6636	5,772
Global Growth S Class - Level 4
	2004	10.1003	11.4406	26,173
	2003	7.6154	10.1003	27,349
	2002	9.6585	7.6154	18,663
	2001	10.0000	9.6585	6,219
Global Growth Series - Level 1
	2004	7.6229	8.6848	216,852
	2003	5.7109	7.6229	294,421
	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 2
	2004	7.5807	8.6236	350,417
	2003	5.6879	7.5807	417,165
	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
	2004	7.5526	8.5829	754,454
	2003	5.6726	7.5526	763,908
	2002	7.1570	5.6726	849,322
	2001	9.0668	7.1570	1,015,020
	2000	10.0000	9.0668	869,483
Global Growth Series - Level 4
	2004	7.5106	8.5220	220,115
	2003	5.6496	7.5106	234,139
	2002	7.1390	5.6496	240,206
	2001	9.0579	7.1390	280,534
	2000	10.0000	9.0579	297,452
Global Total Return S Class - Level 1
	2004	11.6399	13.4064	44,029
	2003	9.6390	11.6399	44,199
	2002	9.7416	9.6390	23,044
	2001	10.0000	9.7416	6,350
Global Total Return S Class - Level 2
	2004	11.5984	13.3383	33,932
	2003	9.6193	11.5984	21,433
	2002	9.7364	9.6193	11,048
	2001	10.0000	9.7364	5,278
Global Total Return S Class - Level 3
	2004	11.5708	13.2931	38,896
	2003	9.6061	11.5708	31,262
	2002	9.7330	9.6061	10,499
	2001	10.0000	9.7330	3,474
Global Total Return S Class - Level 4
	2004	11.5294	13.2252	58,625
	2003	9.5864	11.5294	61,860
	2002	9.7279	9.5864	57,713
	2001	10.0000	9.7279	15,950
Global Total Return Series - Level 1
	2004	11.2392	12.9716	111,207
	2003	9.2739	11.2392	115,043
	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 2
	2004	11.1770	12.8801	218,940
	2003	9.2366	11.1770	189,025
	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
	2004	11.1357	12.8195	403,874
	2003	9.2118	11.1357	300,590
	2002	9.3151	9.2118	139,863
	2001	10.1022	9.3151	121,921
	2000	10.0000	10.1022	61,103
Global Total Return Series - Level 4
	2004	11.0738	12.7287	91,276
	2003	9.1746	11.0738	91,589
	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
	2004	10.9575	11.1816	564,641
	2003	10.9147	10.9575	680,936
	2002	10.1131	10.9147	738,355
	2001	10.0000	10.1131	327,523
Government Securities S Class - Level 2
	2004	10.9184	11.1247	144,737
	2003	10.8923	10.9184	164,263
	2002	10.1078	10.8923	230,446
	2001	10.0000	10.1078	64,262
Government Securities S Class - Level 3
	2004	10.8925	11.0870	215,382
	2003	10.8775	10.8925	227,879
	2002	10.1043	10.8775	273,418
	2001	10.0000	10.1043	115,759
Government Securities S Class - Level 4
	2004	10.8535	11.0304	441,473
	2003	10.8551	10.8535	539,642
	2002	10.0990	10.8551	552,995
	2001	10.0000	10.0990	168,112
Government Securities Series - Level 1
	2004	12.4200	12.6997	564,136
	2003	12.3376	12.4200	752,873
	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 2
	2004	12.3512	12.6101	748,422
	2003	12.2880	12.3512	1,012,831
	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
	2004	12.3055	12.5507	997,040
	2003	12.2549	12.3055	1,428,309
	2002	11.3538	12.2549	1,954,012
	2001	10.7502	11.3538	1,586,735
	2000	10.0000	10.7502	531,971
Government Securities Series - Level 4
	2004	12.2370	12.4617	592,791
	2003	12.2054	12.2370	670,830
	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
	2004	11.9002	12.8260	230,679
	2003	9.9624	11.9002	240,309
	2002	9.8804	9.9624	233,214
	2001	10.0000	9.8804	71,887
High Yield S Class - Level 2
	2004	11.8578	12.7608	71,598
	2003	9.9421	11.8578	76,650
	2002	9.8752	9.9421	50,620
	2001	10.0000	9.8752	13,103
High Yield S Class - Level 3
	2004	11.8297	12.7176	75,206
	2003	9.9285	11.8297	71,864
	2002	9.8717	9.9285	60,794
	2001	10.0000	9.8717	37,165
High Yield S Class - Level 4
	2004	11.7873	12.6526	228,898
	2003	9.9081	11.7873	221,526
	2002	9.8665	9.9081	190,480
	2001	10.0000	9.8665	53,388
High Yield Series - Level 1
	2004	11.1926	12.0826	615,550
	2003	9.3521	11.1926	715,051
	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 2
	2004	11.1308	11.9976	611,567
	2003	9.3146	11.1308	655,726
	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
	2004	11.0898	11.9413	851,538
	2003	9.2897	11.0898	1,012,532
	2002	9.2019	9.2897	791,050
	2001	9.2005	9.2019	844,032
	2000	10.0000	9.2005	410,207
High Yield Series - Level 4
	2004	11.0283	11.8569	559,329
	2003	9.2523	11.0283	639,204
	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
	2004	11.2295	13.1225	85,827
	2003	8.2358	11.2295	147,068
	2002	9.4987	8.2358	70,812
	2001	10.0000	9.4987	21,268
International Growth S Class - Level 2
	2004	11.1895	13.0558	52,122
	2003	8.2189	11.1895	35,835
	2002	9.4937	8.2189	28,886
	2001	10.0000	9.4937	13,469
International Growth S Class - Level 3
	2004	11.1629	13.0115	57,853
	2003	8.2077	11.1629	53,235
	2002	9.4903	8.2077	59,811
	2001	10.0000	9.4903	27,873
International Growth S Class - Level 4
	2004	11.1229	12.9450	94,564
	2003	8.1908	11.1229	84,371
	2002	9.4853	8.1908	88,084
	2001	10.0000	9.4853	33,632
International Growth Series - Level 1
	2004	9.1473	10.7217	321,202
	2003	6.6936	9.1473	316,005
	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 2
	2004	9.0966	10.6461	410,431
	2003	6.6667	9.0966	428,255
	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
	2004	9.0631	10.5960	865,571
	2003	6.6488	9.0631	860,087
	2002	7.6764	6.6488	939,783
	2001	9.2852	7.6764	1,085,651
	2000	10.0000	9.2852	818,429
International Growth Series - Level 4
	2004	9.0127	10.5209	249,325
	2003	6.6220	9.0127	270,950
	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
	2004	11.3971	14.3473	43,577
	2003	8.6823	11.3971	100,344
	2002	-	8.6823	11,407
	2001	10.0000	-	0
International Investors Trust S Class - Level 2
	2004	11.3564	14.2744	15,015
	2003	8.6646	11.3564	11,219
	2002	9.3637	8.6646	12,588
	2001	10.0000	9.3637	879
International Investors Trust S Class - Level 3
	2004	11.3294	14.2260	12,099
	2003	8.6527	11.3294	10,971
	2002	9.3604	8.6527	8,586
	2001	10.0000	9.3604	230
International Investors Trust S Class - Level 4
	2004	11.2889	14.1533	64,402
	2003	8.6349	11.2889	20,021
	2002	9.3555	8.6349	10,242
	2001	10.0000	9.3555	1,837
International Investors Trust Series - Level 1
	2004	9.9969	12.6125	121,881
	2003	7.5913	9.9969	101,520
	2002	8.1896	7.5913	84,089
	2001	10.0000	8.1896	142,672
International Investors Trust Series - Level 2
	2004	9.9418	12.5239	106,152
	2003	7.5609	9.9418	81,634
	2002	8.1693	7.5609	80,612
	2001	10.0000	8.1693	83,188
International Investors Trust Series - Level 3
	2004	9.9053	12.4652	388,834
	2003	7.5408	9.9053	282,412
	2002	8.1558	7.5408	253,607
	2001	10.0000	8.1558	282,389
International Investors Trust Series - Level 4
	2004	9.8505	12.3772	104,095
	2003	7.5105	9.8505	97,175
	2002	8.1356	7.5105	96,329
	2001	10.0000	8.1356	28,159
Managed Sectors S Class - Level 1
	2004	8.6251	9.0474	32,107
	2003	7.0068	8.6251	30,357
	2002	9.6275	7.0068	26,272
	2001	10.0000	9.6275	1,466
Managed Sectors S Class - Level 2
	2004	8.5943	9.0014	8,091
	2003	6.9924	8.5943	8,090
	2002	9.6225	6.9924	30,628
	2001	10.0000	9.6225	329
Managed Sectors S Class - Level 3
	2004	8.5739	8.9708	20,728
	2003	6.9829	8.5739	14,740
	2002	9.6191	6.9829	14,856
	2001	10.0000	9.6191	15,196
Managed Sectors S Class - Level 4
	2004	8.5432	8.9250	42,749
	2003	6.9685	8.5432	44,204
	2002	9.6140	6.9685	34,401
	2001	10.0000	9.6140	17,423
Managed Sectors Series - Level 1
	2004	4.7461	4.9901	262,100
	2003	3.8439	4.7461	318,271
	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 2
	2004	4.7198	4.9548	359,819
	2003	3.8284	4.7198	394,985
	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
	2004	4.7023	4.9315	859,824
	2003	3.8181	4.7023	915,460
	2002	5.2483	3.8181	999,256
	2001	8.2810	5.2483	1,161,696
	2000	10.0000	8.2810	1,051,021
Managed Sectors Series - Level 4
	2004	4.6761	4.8965	286,470
	2003	3.8027	4.6761	309,452
	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
	2004	8.3779	9.0286	247,187
	2003	6.9202	8.3779	431,473
	2002	9.7687	6.9202	214,623
	2001	10.0000	9.7687	206,673
Massachusetts Investors Growth Stock S Class - Level 2
	2004	8.3480	8.9827	141,543
	2003	6.9060	8.3480	147,334
	2002	9.7636	6.9060	118,996
	2001	10.0000	9.7636	28,936
Massachusetts Investors Growth Stock S Class - Level 3
	2004	8.3282	8.9522	164,508
	2003	6.8965	8.3282	180,343
	2002	9.7602	6.8965	198,980
	2001	10.0000	9.7602	69,983
Massachusetts Investors Growth Stock S Class - Level 4
	2004	8.2983	8.9065	261,515
	2003	6.8823	8.2983	271,002
	2002	9.7550	6.8823	247,447
	2001	10.0000	9.7550	113,890
Massachusetts Investors Growth Stock Series - Level 1
	2004	6.0117	6.4936	1,918,686
	2003	4.9439	6.0117	2,199,285
	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 2
	2004	5.9784	6.4477	2,231,351
	2003	4.9239	5.9784	2,565,633
	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
	2004	5.9563	6.4173	4,315,356
	2003	4.9107	5.9563	5,006,699
	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 Growth Stock Series - Level 4
	2004	5.9231	6.3718	1,729,560
	2003	4.8908	5.9231	1,752,199
	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
	2004	9.0342	9.9479	530,478
	2003	7.4863	9.0342	719,850
	2002	9.6642	7.4863	455,882
	2001	10.0000	9.6642	169,451
Massachusetts Investors Trust S Class - Level 2
	2004	9.0019	9.8974	220,927
	2003	7.4710	9.0019	232,672
	2002	9.6591	7.4710	182,265
	2001	10.0000	9.6591	89,369
Massachusetts Investors Trust S Class - Level 3
	2004	8.9805	9.8638	369,784
	2003	7.4608	8.9805	379,688
	2002	9.6557	7.4608	358,209
	2001	10.0000	9.6557	153,687
Massachusetts Investors Trust S Class - Level 4
	2004	8.9484	9.8134	474,527
	2003	7.4454	8.9484	467,573
	2002	9.6506	7.4454	480,067
	2001	10.0000	9.6506	166,841
Massachusetts Investors Trust Series - Level 1
	2004	7.8630	8.6775	1,672,778
	2003	6.4955	7.8630	1,876,045
	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 2
	2004	7.8194	8.6162	2,406,729
	2003	6.4693	7.8194	2,397,252
	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
	2004	7.7905	8.5757	4,325,002
	2003	6.4519	7.7905	4,756,513
	2002	8.3323	6.4519	5,257,900
	2001	10.0598	8.3323	6,128,463
	2000	10.0000	10.0598	4,232,336
Massachusetts Investors Trust Series - Level 4
	2004	7.7471	8.5148	1,580,175
	2003	6.4258	7.7471	1,779,919
	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
	2004	10.2076	12.2472	25,294
	2003	7.8524	10.2076	96,772
	2002	10.0000	7.8524	11,246
Mid Cap Value S Class - Level 2
	2004	10.1817	12.1975	24,397
	2003	7.8444	10.1817	10,708
	2002	10.0000	7.8444	795
Mid Cap Value S Class - Level 3
	2004	10.1644	12.1644	23,158
	2003	7.8391	10.1644	13,968
	2002	10.0000	7.8391	5,746
Mid Cap Value S Class - Level 4
	2004	10.1385	12.1148	83,258
	2003	7.8310	10.1385	33,290
	2002	10.0000	7.8310	15,213
Mid Cap Growth S Class - Level 1
	2004	6.7930	7.6505	150,555
	2003	5.0192	6.7930	266,703
	2002	9.6403	5.0192	86,747
	2001	10.0000	9.6403	78,108
Mid Cap Growth S Class - Level 2
	2004	6.7688	7.6116	80,674
	2003	5.0089	6.7688	75,870
	2002	9.6352	5.0089	68,260
	2001	10.0000	9.6352	7,281
Mid Cap Growth S Class - Level 3
	2004	6.7526	7.5858	79,500
	2003	5.0020	6.7526	67,339
	2002	9.6319	5.0020	41,172
	2001	10.0000	9.6319	13,885
Mid Cap Growth S Class - Level 4
	2004	6.7284	7.5470	317,974
	2003	4.9917	6.7284	265,804
	2002	9.6268	4.9917	221,879
	2001	10.0000	9.6268	63,396
Mid Cap Growth Series - Level 1
	2004	4.9498	5.5912	421,662
	2003	3.6428	4.9498	431,606
	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 2
	2004	4.9250	5.5546	486,445
	2003	3.6301	4.9250	536,628
	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
	2004	4.9085	5.5304	1,211,821
	2003	3.6216	4.9085	1,122,244
	2002	6.9726	3.6216	895,229
	2001	9.2351	6.9726	950,187
	2000	10.0000	9.2351	399,687
Mid Cap Growth Series - Level 4
	2004	4.8837	5.4941	710,963
	2003	3.6088	4.8837	643,080
	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
	2004	9.8716	9.7840	218,696
	2003	9.9792	9.8716	268,295
	2002	10.0235	9.9792	902,625
	2001	10.0000	10.0235	189,232
Money Market S Class - Level 2
	2004	9.8365	9.7343	59,935
	2003	9.9588	9.8365	115,660
	2002	10.0182	9.9588	150,921
	2001	10.0000	10.0182	85,499
Money Market S Class - Level 3
	2004	9.8131	9.7012	42,886
	2003	9.9452	9.8131	168,476
	2002	10.0147	9.9452	266,967
	2001	10.0000	10.0147	157,347
Money Market S Class - Level 4
	2004	9.7780	9.6517	183,463
	2003	9.9247	9.7780	183,789
	2002	10.0094	9.9247	547,993
	2001	10.0000	10.0094	168,449
Money Market Series - Level 1
	2004	10.4447	10.3778	438,166
	2003	10.5321	10.4447	636,295
	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 2
	2004	10.3870	10.3047	700,139
	2003	10.4898	10.3870	928,300
	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
	2004	10.3487	10.2563	1,081,541
	2003	10.4618	10.3487	1,364,900
	2002	10.5088	10.4618	2,237,957
	2001	10.3018	10.5088	2,347,089
	2000	10.0000	10.3018	1,220,849
Money Market Series - Level 4
	2004	10.2912	10.1837	368,286
	2003	10.4196	10.2912	622,825
	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
	2004	8.9605	9.4674	129,323
	2003	6.7344	8.9605	301,457
	2002	10.3009	6.7344	110,871
	2001	10.0000	10.3009	138,255
New Discovery S Class - Level 2
	2004	8.9285	9.4193	71,219
	2003	6.7206	8.9285	93,938
	2002	10.2955	6.7206	81,714
	2001	10.0000	10.2955	37,358
New Discovery S Class - Level 3
	2004	8.9073	9.3873	90,461
	2003	6.7114	8.9073	90,227
	2002	10.2918	6.7114	86,780
	2001	10.0000	10.2918	38,880
New Discovery S Class - Level 4
	2004	8.8753	9.3393	244,105
	2003	6.6975	8.8753	191,679
	2002	10.2864	6.6975	213,470
	2001	10.0000	10.2864	72,083
New Discovery Series - Level 1
	2004	8.4458	8.9460	529,799
	2003	6.3345	8.4458	580,547
	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 2
	2004	8.3989	8.8828	931,375
	2003	6.3090	8.3989	981,644
	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
	2004	8.3679	8.8410	1,499,754
	2003	6.2920	8.3679	1,660,924
	2002	9.6197	6.2920	1,859,613
	2001	10.3146	9.6197	2,106,034
	2000	10.0000	10.3146	1,704,282
New Discovery Series - Level 4
	2004	8.3212	8.7782	745,280
	2003	6.2665	8.3212	816,862
	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
	2004	8.7401	9.9514	83,314
	2003	7.0942	8.7401	75,935
	2002	9.6436	7.0942	67,643
	2001	10.0000	9.6436	35,197
Research S Class - Level 2
	2004	8.7090	9.9009	30,176
	2003	7.0797	8.7090	33,737
	2002	9.6385	7.0797	36,654
	2001	10.0000	9.6385	18,972
Research S Class - Level 3
	2004	8.6883	9.8672	57,414
	2003	7.0700	8.6883	62,536
	2002	9.6351	7.0700	57,054
	2001	10.0000	9.6351	8,902
Research S Class - Level 4
	2004	8.6571	9.8168	56,743
	2003	7.0555	8.6571	57,439
	2002	9.6300	7.0555	84,902
	2001	10.0000	9.6300	30,393
Research Series - Level 1
	2004	6.7036	7.6518	632,701
	2003	5.4279	6.7036	672,607
	2002	7.3577	5.4279	750,854
	2001	9.4985	7.3577	927,541
	2000	10.0000	9.4985	661,535
Research Series - Level 2
	2004	6.6664	7.5977	646,654
	2003	5.4060	6.6664	761,935
	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
	2004	6.6417	7.5619	1,151,716
	2003	5.3914	6.6417	1,347,239
	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 Series - Level 4
	2004	6.6047	7.5083	502,985
	2003	5.3696	6.6047	554,513
	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
	2004	9.6275	10.8432	47,611
	2003	7.6623	9.6275	48,000
	2002	9.9196	7.6623	44,715
	2001	10.0000	9.9196	80,315
Research Growth and Income S Class - Level 2
	2004	9.5931	10.7880	31,725
	2003	7.6466	9.5931	32,374
	2002	9.9143	7.6466	24,406
	2001	10.0000	9.9143	11,860
Research Growth and Income S Class - Level 3
	2004	9.5703	10.7514	46,112
	2003	7.6362	9.5703	47,100
	2002	9.9109	7.6362	40,180
	2001	10.0000	9.9109	6,651
Research Growth and Income S Class - Level 4
	2004	9.5361	10.6965	82,052
	2003	7.6204	9.5361	83,099
	2002	9.9056	7.6204	78,247
	2001	10.0000	9.9056	32,975
Research Growth and Income Series - Level 1
	2004	8.7413	9.8746	197,061
	2003	6.9369	8.7413	211,418
	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 2
	2004	8.6930	9.8050	173,208
	2003	6.9091	8.6930	384,339
	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
	2004	8.6610	9.7589	374,767
	2003	6.8906	8.6610	417,031
	2002	8.9188	6.8906	356,151
	2001	10.1838	8.9188	410,732
	2000	10.0000	10.1838	222,322
Research Growth and Income Series - Level 4
	2004	8.6129	9.6899	188,292
	2003	6.8628	8.6129	174,005
	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
	2004	10.7786	12.8483	53,846
	2003	8.1984	10.7786	49,797
	2002	9.4141	8.1984	44,880
	2001	10.0000	9.4141	88,305
Research International S Class - Level 2
	2004	10.7401	12.7829	18,663
	2003	8.1816	10.7401	21,128
	2002	9.4091	8.1816	13,858
	2001	10.0000	9.4091	4,951
Research International S Class - Level 3
	2004	10.7146	12.7396	22,935
	2003	8.1704	10.7146	22,134
	2002	9.4058	8.1704	14,905
	2001	10.0000	9.4058	8,857
Research International S Class - Level 4
	2004	10.6762	12.6745	36,475
	2003	8.1535	10.6762	42,532
	2002	9.4009	8.1535	40,711
	2001	10.0000	9.4009	17,559
Research International Series - Level 1
	2004	8.6018	10.2738	292,444
	2003	6.5205	8.6018	302,965
	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 2
	2004	8.5541	10.2013	506,438
	2003	6.4943	8.5541	505,888
	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
	2004	8.5225	10.1533	976,018
	2003	6.4768	8.5225	963,237
	2002	7.4435	6.4768	1,070,807
	2001	9.2080	7.4435	1,234,096
	2000	10.0000	9.2080	995,558
Research International Series - Level 4
	2004	8.4751	10.0813	257,955
	2003	6.4506	8.4751	300,191
	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
	2004	8.3931	8.8155	21,226
	2003	6.7034	8.3931	35,139
	2002	9.7375	6.7034	19,601
	2001	10.0000	9.7375	6,667
Strategic Growth S Class - Level 2
	2004	8.3631	8.7706	32,328
	2003	6.6896	8.3631	33,349
	2002	9.7324	6.6896	26,359
	2001	10.0000	9.7324	8,519
Strategic Growth S Class - Level 3
	2004	8.3432	8.7409	22,696
	2003	6.6805	8.3432	23,239
	2002	9.7290	6.6805	21,458
	2001	10.0000	9.7290	2,848
Strategic Growth S Class - Level 4
	2004	8.3133	8.6962	60,085
	2003	6.6667	8.3133	82,536
	2002	9.7238	6.6667	65,816
	2001	10.0000	9.7238	37,762
Strategic Growth Series - Level 1
	2004	5.5136	5.8042	242,646
	2003	4.3868	5.5136	250,865
	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 2
	2004	5.4830	5.7632	466,473
	2003	4.3691	5.4830	459,134
	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
	2004	5.4627	5.7361	936,954
	2003	4.3574	5.4627	942,933
	2002	6.3417	4.3574	945,395
	2001	8.5609	6.3417	1,093,788
	2000	10.0000	8.5609	850,553
Strategic Growth Series - Level 4
	2004	5.4323	5.6954	192,221
	2003	4.3398	5.4323	203,343
	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
	2004	11.8076	12.5469	72,691
	2003	10.6522	11.8076	71,763
	2002	10.0785	10.6522	135,308
	2001	10.0000	10.0785	42,934
Strategic Income S Class - Level 2
	2004	11.7655	12.4831	37,333
	2003	10.6304	11.7655	30,933
	2002	10.0732	10.6304	40,125
	2001	10.0000	10.0732	6,740
Strategic Income S Class - Level 3
	2004	11.7375	12.4408	42,660
	2003	10.6159	11.7375	46,386
	2002	10.0696	10.6159	33,223
	2001	10.0000	10.0696	7,260
Strategic Income S Class - Level 4
	2004	11.6955	12.3773	156,493
	2003	10.5941	11.6955	150,740
	2002	10.0643	10.5941	73,680
	2001	10.0000	10.0643	15,811
Strategic Income Series - Level 1
	2004	12.2896	13.0850	113,576
	2003	11.0467	12.2896	122,209
	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 2
	2004	12.2217	12.9929	200,809
	2003	11.0025	12.2217	201,916
	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
	2004	12.1767	12.9319	368,552
	2003	10.9731	12.1767	376,502
	2002	10.3853	10.9731	307,415
	2001	10.2234	10.3853	326,779
	2000	10.0000	10.2234	213,393
Strategic Income Series - Level 4
	2004	12.1092	12.8405	110,124
	2003	10.9289	12.1092	142,706
	2002	10.3593	10.9289	85,802
	2001	10.2135	10.3593	92,454
	2000	10.0000	10.2135	23,478
Strategic Value S Class - Level 1
	2004	9.7920	11.3644	50,251
	2003	7.8227	9.7920	24,356
	2002	10.0000	7.8227	13,385
Strategic Value S Class - Level 2
	2004	9.7672	11.3182	27,244
	2003	7.8147	9.7672	18,536
	2002	10.0000	7.8147	7,272
Strategic Value S Class - Level 3
	2004	9.7506	11.2875	18,316
	2003	-	9.7506	11,096
	2002	10.0000	-	0
Strategic Value S Class - Level 4
	2004	9.7257	11.2415	31,240
	2003	7.8014	9.7257	28,968
	2002	10.0000	7.8014	6,367
Technology S Class - Level 1
	2004	7.3656	7.4011	34,852
	2003	5.1416	7.3656	74,973
	2002	9.7299	5.1416	19,628
	2001	10.0000	9.7299	3,789
Technology S Class - Level 2
	2004	7.3393	7.3634	15,264
	2003	5.1310	7.3393	15,794
	2002	9.7248	5.1310	11,844
	2001	10.0000	9.7248	1,352
Technology S Class - Level 3
	2004	7.3218	7.3385	3,338
	2003	5.1240	7.3218	3,474
	2002	9.7214	5.1240	5,189
	2001	10.0000	9.7214	3,840
Technology S Class - Level 4
	2004	7.2956	7.3009	43,765
	2003	5.1135	7.2956	41,182
	2002	9.7162	5.1135	25,886
	2001	10.0000	9.7162	13,873
Technology Series - Level 1
	2004	3.3215	3.3531	268,682
	2003	2.3181	3.3215	301,161
	2002	4.3548	2.3181	234,671
	2001	7.2283	4.3548	296,806
	2000	10.0000	7.2283	76,758
Technology Series - Level 2
	2004	3.3040	3.3303	186,827
	2003	2.3094	3.3040	218,927
	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
	2004	3.2924	3.3153	684,542
	2003	2.3036	3.2924	766,631
	2002	4.3387	2.3036	580,218
	2001	7.2201	4.3387	622,227
	2000	10.0000	7.2201	211,211
Technology Series - Level 4
	2004	3.2751	3.2927	273,085
	2003	2.2950	3.2751	302,679
	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
	2004	10.6374	11.6509	793,098
	2003	9.2388	10.6374	892,593
	2002	9.9609	9.2388	841,416
	2001	10.0000	9.9609	245,648
Total Return S Class - Level 2
	2004	10.5995	11.5917	468,320
	2003	9.2199	10.5995	518,101
	2002	9.9556	9.2199	503,766
	2001	10.0000	9.9556	163,759
Total Return S Class - Level 3
	2004	10.5743	11.5524	532,862
	2003	9.2073	10.5743	556,410
	2002	9.9522	9.2073	556,134
	2001	10.0000	9.9522	143,327
Total Return S Class - Level 4
	2004	10.5364	11.4934	1,284,796
	2003	9.1884	10.5364	1,281,780
	2002	9.9469	9.1884	1,073,352
	2001	10.0000	9.9469	266,085
Total Return Series - Level 1
	2004	12.1501	13.3469	1,455,710
	2003	10.5240	12.1501	1,577,442
	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 2
	2004	12.0830	13.2529	1,998,363
	2003	10.4817	12.0830	2,020,325
	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
	2004	12.0384	13.1907	2,950,923
	2003	10.4537	12.0384	2,970,173
	2002	11.2791	10.4537	2,922,166
	2001	11.4169	11.2791	2,501,509
	2000	10.0000	11.4169	767,913
Total Return Series - Level 4
	2004	11.9716	13.0973	1,073,681
	2003	10.4115	11.9716	1,077,750
	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
	2004	8.9420	11.4570	71,613
	2003	6.6702	8.9420	65,463
	2002	8.9236	6.6702	60,803
	2001	10.0000	8.9236	27,459
Utilities S Class - Level 2
	2004	8.9101	11.3987	38,725
	2003	6.6566	8.9101	42,462
	2002	8.9189	6.6566	47,858
	2001	10.0000	8.9189	27,685
Utilities S Class - Level 3
	2004	8.8889	11.3601	37,911
	2003	6.6475	8.8889	60,374
	2002	8.9158	6.6475	66,542
	2001	10.0000	8.9158	40,222
Utilities S Class - Level 4
	2004	8.8571	11.3020	56,771
	2003	6.6338	8.8571	75,152
	2002	8.9110	6.6338	90,880
	2001	10.0000	8.9110	53,358
Utilities Series - Level 1
	2004	7.8749	10.1176	566,397
	2003	5.8644	7.8749	637,679
	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 2
	2004	7.8313	10.0462	669,270
	2003	5.8408	7.8313	690,439
	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
	2004	7.8023	9.9989	1,219,365
	2003	5.8251	7.8023	1,287,350
	2002	7.7822	5.8251	1,355,710
	2001	10.4608	7.7822	1,872,848
	2000	10.0000	10.4608	1,283,992
Utilities Series - Level 4
	2004	7.7589	9.9280	361,953
	2003	5.8015	7.7589	414,219
	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
	2004	10.2525	11.6373	411,398
	2003	8.3168	10.2525	435,628
	2002	9.7895	8.3168	447,095
	2001	10.0000	9.7895	242,183
Value S Class - Level 2
	2004	10.2159	11.5781	216,433
	2003	8.2998	10.2159	206,071
	2002	9.7844	8.2998	179,653
	2001	10.0000	9.7844	64,320
Value S Class - Level 3
	2004	10.1916	11.5388	135,359
	2003	8.2885	10.1916	137,905
	2002	9.7809	8.2885	144,205
	2001	10.0000	9.7809	42,568
Value S Class - Level 4
	2004	10.1551	11.4799	455,750
	2003	8.2714	10.1551	594,047
	2002	9.7757	8.2714	649,062
	2001	10.0000	9.7757	201,198
Value Series - Level 1
	2004	12.0735	13.7448	580,007
	2003	9.7762	12.0735	595,226
	2002	11.4785	9.7762	677,472
	2001	12.5910	11.4785	709,219
	2000	10.0000	12.5910	203,752
Value Series - Level 2
	2004	12.0067	13.6480	790,601
	2003	9.7370	12.0067	749,562
	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
	2004	11.9624	13.5838	1,854,583
	2003	9.7109	11.9624	1,858,260
	2002	11.4308	9.7109	1,960,825
	2001	12.5708	11.4308	1,864,031
	2000	10.0000	12.5708	454,482
Value Series - Level 4
	2004	11.8960	13.4877	586,038
	2003	9.6717	11.8960	617,437
	2002	11.4022	9.6717	682,107
	2001	12.5586	11.4022	645,263
	2000	10.0000	12.5586	111,256

APPENDIX K

INVESTMENT OPTIONS AND EXPENSES FOR INITIAL CLASS SHARES

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 Growth Equity Funds
MFS/ Sun Life Core Equity Series	MFS/ Sun Life Mid Cap Growth Series
MFS/ Sun Life Global Total Return Series	Small-Cap Growth Equity Funds
MFS/ Sun Life International Value Series	MFS/ Sun Life New Discovery Series
MFS/Sun Life Total Return Series	Large-Cap Growth Sector Equity Funds
MFS/ Sun Life Value Series	MFS/ Sun Life Technology Series
Large-Cap Blend Equity Funds	Large-Cap Value Sector Equity Funds
MFS/ Sun Life Capital Opportunities Series	MFS/ Sun Life Utilities Series
MFS/ Sun Life Emerging Markets Equity Series	High-Quality Intermediate-Term Bond Funds
MFS/ Sun Life Massachusetts Investors Trust Series	MFS/ Sun Life Government Securities Series
MFS/ Sun Life Research Series	MFS/ Sun Life Global Governments Series
MFS/ Sun Life Research International Series	Medium-Quality Intermediate-Term Bond Funds
Large-Cap Growth Equity Funds	MFS/ Sun Life Bond Series
MFS/ Sun Life Capital Appreciation Series	MFS/ Sun Life Strategic Income Series
MFS/ Sun Life Emerging Growth Series	Low-Quality Intermediate-Term Bond Funds
MFS/ Sun Life Global Growth Series	MFS/ Sun Life High Yield Series
MFS/ Sun Life International Growth Series	Money Market Funds
MFS/ Sun Life Massachusetts Investors Growth	MFS/ Sun Life Money Market Series
Stock 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*		0.58%	1.35%

*

The expenses shown are for the year ended December 31, 2004, and do not reflect any fee waiver or expense reimbursement.

The advisers and/or other service providers of certain Funds have agreed to reduce their fees and/or reimburse the Funds' expenses in order to keep the Funds' expenses below specified limits. The expenses of certain Funds are reduced by contractual fee reduction and expense reimbursement arrangements that will remain in effect at least through April 30, 2006. 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 reimbursement arrangements are taken into consideration, fall within the range shown. 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
$1,059	$1,666	$2,300	$3,732

(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
$339	$1,036	$1,760	$3,732

</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

<R>

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, Massachusetts 02116

</R>

PART B

<R>

APRIL 29, 2005

MFS REGATTA EXTRA

VARIABLE AND FIXED ANNUITY

STATEMENT OF ADDITIONAL INFORMATION

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

TABLE OF CONTENTS

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

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

Independent Registered Public Accounting Firm

Financial Statements

The Statement of Additional Information sets forth information which may be of interest to prospective purchasers of 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 April 29, 2005. 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 (800) 752-7215.

</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.

<R>

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

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

</R>

CALCULATION OF PERFORMANCE DATA

AVERAGE ANNUAL TOTAL RETURN

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN

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

The 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, 2003.

MFS REGATTA EXTRA

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN

PERIOD ENDING DECEMBER 31, 2004

<R>

Fund	Inception Date	1 yr	5 yr	10 yr	Life
MFS/Sun Life Bond Series	5/5/1998	-3.02	5.78	N/A	4.788
MFS/Sun Life Bond Series S Class	5/5/1998	-3.354	5.454	N/A	4.48
MFS/Sun Life Capital Appreciation Series	11/30/1989	1.662	-11.286	6.137	6.775
MFS/Sun Life Capital Appreciation Series S Class	11/30/1989	1.428	-11.524	5.863	6.501
MFS/Sun Life Capital Opportunities Series	6/3/1996	3.405	-9.161	N/A	5.682
MFS/Sun Life Capital Opportunities Series S Class	6/3/1996	3.136	-9.401	N/A	5.41
MFS/Sun Life Core Equity Series	5/12/1997	5.205	-1.829	N/A	3.796
MFS/Sun Life Core Equity Series S Class	5/12/1997	4.869	-2.113	N/A	3.511
MFS/Sun Life Emerging Growth Series	5/1/1995	3.841	-14.923	N/A	6.507
MFS/Sun Life Emerging Growth Series S Class	5/1/1995	3.569	-15.156	N/A	6.226
MFS/Sun Life Emerging Markets Equity Series	6/5/1996	17.522	5.056	N/A	4.439
MFS/Sun Life Emerging Markets Equity Series S Class	6/5/1996	17.232	4.763	N/A	4.166
MFS/Sun Life Global Governments Series	11/30/1989	0.717	5.862	5.133	5.638
MFS/Sun Life Global Governments Series S Class	11/30/1989	0.463	5.557	4.856	5.363
MFS/Sun Life Global Growth Series	11/16/1993	6.167	-5.35	7.749	7.605
MFS/Sun Life Global Growth Series S Class	11/16/1993	5.97	-5.621	7.46	7.317
MFS/Sun Life Global Total Return Series	11/7/1994	7.644	3.932	8.48	8.359
MFS/Sun Life Global Total Return Series S Class	11/7/1994	7.408	3.64	8.199	8.078
MFS/Sun Life Government Securities Series	11/30/1989	-5.464	4.04	4.837	4.99
MFS/Sun Life Government Securities Series S Class	11/30/1989	-5.67	3.761	4.57	4.723
MFS/Sun Life High Yield Series	11/30/1989	0.213	2.397	5.494	6.446
MFS/Sun Life High Yield Series S Class	11/30/1989	0.041	2.122	5.227	6.177
MFS/Sun Life International Growth Series	6/3/1996	9.435	-0.51	N/A	2.83
MFS/Sun Life International Growth Series S Class	6/3/1996	9.082	-0.785	N/A	2.565
MFS/Sun Life International Value Series	10/2/1995	18.351	3.188	N/A	6.628
MFS/Sun Life International Value Series S Class	10/2/1995	18.074	2.954	N/A	6.38
MFS/Sun Life Managed Sectors Series	11/30/1989	-2.587	-15.371	5.452	5.992
MFS/Sun Life Managed Sectors Series S Class	11/30/1989	-2.831	-15.594	5.179	5.72
MFS/Sun Life Massachusetts Investors Growth Series	5/6/1998	0.276	-10.044	N/A	-0.688
MFS/Sun Life Massachusetts Investors Growth Series S Class	5/6/1998	0.029	-10.272	N/A	-0.94
MFS/Sun Life Massachusetts Investors Trust Series	10/31/1991	2.61	-4.706	8.603	7.613
MFS/Sun Life Massachusetts Investors Trust Series S Class	10/31/1991	2.367	-4.963	8.322	7.336
MFS/Sun Life Mid Cap Growth Series	8/31/2000	5.198	N/A	N/A	-14.565
MFS/Sun Life Mid Cap Growth Series S Class	8/31/2000	4.866	N/A	N/A	-14.762
MFS/Sun Life Mid Cap Value Series S Class	4/30/2002	12.193	N/A	N/A	5.55
MFS/Sun Life Money Market Series	11/30/1989	-8.253	-0.588	1.753	2.073
MFS/Sun Life Money Market Series S Class	11/30/1989	-8.48	-0.865	1.489	1.81
MFS/Sun Life New Discovery Series	5/5/1998	-1.808	-4.451	N/A	4.572
MFS/Sun Life New Discovery Series S Class	5/6/1998	-2.073	-4.707	N/A	4.289
MFS/Sun Life Research International Series	5/5/1998	11.652	-1.284	N/A	4.769
MFS/Sun Life Research International Series S Class	5/5/1998	11.417	-1.546	N/A	4.487
MFS/Sun Life Research Series	11/7/1994	6.38	-6.781	7.89	7.608
MFS/Sun Life Research Series S Class	11/7/1994	6.096	-7.046	7.602	7.321
MFS/Sun Life Strategic Growth Series	11/1/1999	-2.457	-11.092	N/A	-7.167
MFS/Sun Life Strategic Growth Series S Class	11/1/1999	-2.694	-11.311	N/A	-7.391
MFS/Sun Life Strategic Income Series	5/6/1998	-1.261	3.92	N/A	3.399
MFS/Sun Life Strategic Income Series S Class	5/6/1998	-1.471	3.618	N/A	3.113
MFS/Sun Life Strategic Value Series S Class	4/30/2002	8.285	N/A	N/A	2.321
MFS/Sun Life Technology Series	6/16/2000	-6.761	N/A	N/A	-19.945
MFS/Sun Life Technology Series S Class	6/16/2000	-7.224	N/A	N/A	-20.227
MFS/Sun Life Total Return Series	11/30/1989	2.103	4.75	9.245	8.294
MFS/Sun Life Total Return Series S Class	11/30/1989	1.783	4.449	8.959	8.014
MFS/Sun Life Utilities Series	11/16/1993	20.656	-1.14	11.453	9.53
MFS/Sun Life Utilities Series S Class	11/16/1993	20.304	-1.429	11.151	9.235
MFS/Sun Life Value Series	5/5/1998	6.08	5.74	N/A	5.805
MFS/Sun Life Value Series S Class	5/5/1998	5.745	5.446	N/A	5.518

</R>

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

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

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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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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

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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 OPERATIONS

(in thousands)

For the years ended December 31,

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

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

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

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

CONSOLIDATED BALANCE SHEETS

(in thousands except share data)

December 31,

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

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

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

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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

For the years ended December 31,

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

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

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

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

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

(in thousands)

For the years ended December 31,

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

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

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

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the years ended December 31,

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

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

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

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the years ended December 31,

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

Supplemental Schedule of non-cash investing and financing activities

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

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

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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GENERAL

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

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

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

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

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

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

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

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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

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

GENERAL (CONTINUED)

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

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

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

BASIS OF PRESENTATION

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

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

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

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

All significant intercompany transactions have been eliminated in consolidation.

USE OF ESTIMATES

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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

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

FINANCIAL INSTRUMENTS

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

CASH AND CASH EQUIVALENTS

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

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

INVESTMENTS

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

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

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

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

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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

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

INVESTMENTS (CONTINUED)

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

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

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

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

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

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

DEFERRED POLICY ACQUISITION COSTS

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

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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

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

DEFERRED POLICY ACQUISITION COSTS (CONTINUED)

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

VALUE OF BUSINESS ACQUIRED

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

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

GOODWILL

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

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

OTHER ASSETS

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

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

POLICY LIABILITIES AND ACCRUALS

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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

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

POLICY LIABILITIES AND ACCRUALS (CONTINUED)

Other policy liabilities include liabilities for policy and contract claims. These amounts consist of the estimated amount payable for claims reported but not yet settled and an estimate of claims incurred but not reported. The amount reported is based upon historical experience, adjusted for trends and current circumstances. Management believes that the recorded liability is sufficient to provide for the associated claims adjustment expenses. Revisions of these estimates are included in operations in the year such refinements are made.

Future contract and policy benefits are liabilities for traditional life, health and stop loss products. Such liabilities are established in amounts adequate to meet the estimated future obligations of policies in force. The liabilities associated with traditional life insurance and disability insurance products are computed using the net level premium method based on assumptions about future investment yields, mortality, morbidity and persistency. The assumptions used are based upon the Company's experience and industry standards.

REVENUE AND EXPENSES

Premiums for traditional individual life products are considered revenue when due. Premiums related to group life, stop loss and group disability insurance are recognized as revenue pro-rata over the contract period. The unexpired portion of these premiums is recorded as unearned premiums. Revenue from universal life-type products and investment-related products includes charges for the cost of insurance (mortality), initiation and administration of the policy and surrender charges. Revenue is recognized when the charges are assessed except that any portion of an assessment that relates to services to be provided in future years is deferred and recognized over the period during which the services are provided.

Benefits and expenses related to traditional life, annuity and disability contracts, including group policies, are recognized when incurred in a manner designed to match them with related premium revenue and spread income recognition over expected policy lives. For universal life-type and investment-type contracts, expenses include interest credited to policyholders' accounts and death benefits in excess of account values, which are recognized as incurred.

Fees from investment advisory services are recognized as revenues when the services are provided.

INCOME TAXES

For the year ended December 31, 2004, the Company will participate in the consolidated federal income tax return with an affiliate, SLC - US Ops Holdings. Deferred income taxes are generally recognized when assets and liabilities have different values for financial statement and tax reporting purposes, and for other temporary taxable and deductible differences as defined by SFAS No. 109, "Accounting for Income Taxes." These differences primarily result from policy reserves, policy acquisition expenses and unrealized gains or losses on investments. For the 2003 tax year, as in prior years, SLUS participated in the consolidated federal income tax return with SLC - U.S. Ops Holdings and other affiliates. For 2003 and 2002, Keyport filed a separate consolidated return with an affiliate, Independence Life.

SEPARATE ACCOUNTS

The Company has established separate accounts applicable to various classes of contracts providing for variable benefits. Separate account assets are subject to general account claims only to the extent the value of such assets exceeds the separate account liabilities. Contracts for which funds are invested in separate accounts include variable life insurance and individual and group qualified and non-qualified variable annuity contracts. Investment income and changes in mutual fund asset values are allocated to policyholders and therefore do not affect the operating results of the Company. Assets held in the separate accounts are carried at fair value and the investment risk of such securities is retained by the contractholder. The Company earns separate account fees for providing administrative services and bearing the mortality risks related to these contracts.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

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

RECLASSIFICATIONS

Certain amounts in the prior years' financial statements have been reclassified to conform to the 2004 presentation.

NEW ACCOUNTING PRONOUNCEMENTS

On January 1, 2004, the Company adopted the American Institute of Certified Public Accountants' (the "AICPA") Statement of Position 03-1, "Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts" ("SOP 03-1"). The major provisions of SOP 03-1 that affect the Company require:

o Establishment of reserves primarily related to death benefit and income benefit guarantees provided under variable annuity contracts;

o Deferral of sales inducements that meet certain criteria, and amortization using the same method used for DAC; and

o Reporting and measuring the Company's interest in its separate accounts as investments.

Effect of Adoption

The cumulative effect, reported after tax and net of related effects on DAC, upon adoption of SOP 03-1 at January 1, 2004, decreased net income and stockholder's equity by $8.9 million and reduced accumulated other comprehensive income by $2.1 million. The decrease in net income was comprised of an increase in future contract and policy benefits (primarily for variable annuity contracts) of $46.7 million, pretax, an increase in DAC of $29.5 million, pretax, and the recognition of the unrealized gain on investments in separate accounts of $3.5 million, pretax.

In October 2004, the AICPA issued a technical bulletin on financial accounting and reporting issues related to SOP 03-1. Upon adoption of the guidance in the technical bulletin, the Company restated the amount of the cumulative effect of change in accounting principal in the accompanying financial statements from the amount previously reported in earlier quarters ($0.9 million). The previously reported 2004 quarterly financial information has also been restated in Item 8 of this Form 10-K to reflect the implementation of the technical bulletin provisions.

Liabilities for contract guarantees

The Company offers various guarantees to certain policyholders including a return of no less than (a) total deposits made on the contract less any customer withdrawals, (b) total deposits made on the contract less any customer withdrawals plus a minimum return or (c) the highest contract value on a specified anniversary date minus any customer withdrawals following the contract anniversary. These guarantees include benefits that are payable in the event of death, upon annuitization, or at specified dates during the accumulation period of an annuity.

The table below represents information regarding the Company's variable annuity contracts with guarantees at December 31, 2004:

Benefit Type	Account Balance	Net Amount at Risk	Average Attained Age
Minimum Death	$ 16,894,237	$ 2,423,320	65.7
Minimum Income	$ 386,407	$ 63,851	59.8
Minimum Accumulation or Withdrawal	$ 884,843	$ -	61.4

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

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

NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

The following summarizes the reserve for the guaranteed minimum death benefit and income benefit at December 31, 2004:

	Guaranteed Minimum Death Benefit	Guaranteed Minimum Income Benefit	Total
Balance at January 1, 2004	$ 45,250	$ 1,457	$ 46,707
Incurred guaranteed benefits	32,103	832	32,935
Paid guaranteed benefits	50,502	-	50,502
Interest	1,462	132	1,594
Balance at December 31, 2004	$ 28,313	$ 2,421	$ 30,734

The liability for death and income benefit guarantees is established equal to a benefit ratio multiplied by the cumulative contract charges earned, plus accrued interest less contract benefit payments. The benefit ratio is calculated as the estimated present value of all expected contract benefits divided by the present value of all expected contract charges. The benefit ratio may be in excess of 100%. For guarantees in the event of death, benefits represent the current guaranteed minimum death payments in excess of the current account balance. For guarantees at annuitization, benefits represent the present value of the minimum guaranteed annuity benefits in excess of the current account balance.

Projected benefits and assessments used in determining the liability for guarantees are developed using models and stochastic scenarios that are also used in the development of estimated expected future gross profits. Underlying assumptions for the liability related to income benefits include assumed future annuitization elections based upon factors such as eligibility conditions and the annuitant's attained age.

The liability for guarantees will be re-evaluated periodically, and adjustments will be made to the liability balance through a charge or credit to policyowner benefits.

Guaranteed minimum accumulation benefits or withdrawal benefits are considered to be derivatives under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and are recognized at fair value through earnings. The guaranteed minimum accumulation or withdrawal benefit was a $0.6 and $2.8 million receivable at January 1, 2004 and December 31, 2004, respectively.

Interest in Separate Accounts

At December 31, 2003, the Company had $11.7 million representing unconsolidated interests in its own separate accounts. These interests were recorded as separate account assets, with changes in fair value recorded through other comprehensive income. On January 1, 2004, the Company reclassified these interests to investments as a component of other invested assets.

Sales Inducements

The Company currently offers enhanced or bonus crediting rates to policyholders on certain of its annuity products. Through December 31, 2003, the expenses associated with certain of these bonuses were deferred and amortized. Others were expensed as incurred. Effective January 1, 2004, upon adoption of SOP 03-1, the expenses associated with offering a bonus are deferred and amortized over the life of the related contract in a pattern consistent with the amortization of DAC.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

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

NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

Other Accounting Pronouncements

Effective December 31, 2003, the Company adopted the disclosure requirements of EITF Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments." As a result, disclosures are required for unrealized losses on fixed maturity and equity securities accounted for under SFAS No. 115, "Accounting for Certain Investment in Debt and Equity Securities," that are classified as either available-for-sale or held-to-maturity.

The disclosure requirements include quantitative information regarding the aggregate amount of unrealized losses and the associated fair value of the investments in an unrealized loss position, segregated into time periods for which the investments have been in an unrealized loss position. EITF No. 03-1 also requires certain qualitative disclosures about holdings with unrealized losses in order to provide additional information that the Company considered in concluding that the unrealized losses were not other-than-temporary. For further discussion, see disclosures in Note 4.

On November 29, 2004, the AICPA issued a proposed Statement of Position ("SOP"), "Accounting by Insurance Enterprises for Deferred Acquisition Costs on Internal Replacements." The proposed SOP provides guidance on accounting by insurance companies for DAC on internal replacements other than those specifically described in SFAS No. 97, "Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments." The proposed SOP is effective for fiscal years beginning after December 15, 2005. The Company is in the process of evaluating the provisions of the proposed SOP and its impact on the Company's financial position and results of operations.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

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

NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In January 2003, the Financial Accounting Standards Board (the "FASB") issued Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN No. 46"). In December 2003, the FASB issued a revised version of FIN 46 ("FIN 46R"), which incorporated a number of modifications and changes made to the original version. FIN 46R replaces the previously issued FIN No. 46 and, subject to certain special provisions, is effective no later than the first reporting period that ends after December 15, 2003 for entities considered to be special-purpose entities and no later than the end of the first reporting period that ends after March 15, 2004 for all other VIEs. Early adoption was permitted. The Company adopted FIN No. 46 and FIN 46R in the fourth quarter of 2003. Implementation of FIN No. 46 and FIN 46R resulted in the consolidation of two VIEs and increased total consolidated assets by $67.8 million at December 31, 2003. As required by FIN No. 46 and FIN 46R, the difference between the carrying amount of the assets and the fair value of the VIEs resulted in a cumulative effect of change in accounting principles, net of tax, of $7.5 million as of the date of adoption.

The Company does have a greater than or equal to 20% involvement in 10 VIEs at December 31, 2004. The Company is a creditor in 7 trusts, 2 limited liability companies and one special purpose entity that were used to finance commercial mortgages, franchise receivables, auto receivables and equipment used in utility generation. The Company's maximum exposure to loss related to all of these VIEs is the investments' carrying value, which was $62.8 million at December 31, 2004. The notes mature between August 2005 and December 2035. See Note 4 for additional information with respect to leveraged leases which is not included above.

Consolidated VIE's increased total consolidated assets by $64.3 million at December 31, 2004. The liabilities include a $33.5 million note issued in June 2000. The note will mature on June 1, 2012. The interest rate on the note is the three-month LIBOR plus 1.75% for the period from June 23, 2000 to December 1, 2005 and LIBOR for the period from December 1, 2005 to June 1, 2012.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

2. MERGERS, ACQUISITIONS AND DISPOSITIONS

On December 31, 2004, SCA, a registered investment adviser and a wholly-owned subsidiary of the Company, was distributed in the form of a dividend to the Company's parent and became a consolidated subsidiary of SLC - U.S. Ops Holdings. As a result of this transaction, SCA is no longer the Company's wholly-owned subsidiary. As of December 31, 2004 and 2003, SCA's net assets were $8.1 million and $5.1 million, respectively. SCA's net income for the years ended December 31, 2004, 2003 and 2002, was $1.9 million, $0.7 million and $1.1 million, respectively.

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

On December 31, 2003, Clarendon merged with an affiliate, Keyport Financial Services Corp., with Clarendon as the surviving entity. KFSC was a wholly-owned subsidiary of Keyport.

On November 18, 2003, the Company sold its interest in its wholly-owned subsidiary, Vision Financial Corporation, for $1.5 million. A loss of approximately $1.0 million was realized on this transaction.

On April 1, 2003, Sun Life Financial Services Limited ("SLFSL"), a wholly-owned subsidiary of the Company, ceased operations and SLFSL was liquidated during the fourth quarter of 2003. SLFSL served as marketing administrator for the distribution of offshore products offered by SLOC, an affiliate.

On December 18, 2002, the Company sold its interest in its wholly-owned subsidiary, Sun Life of Canada (U.S.) Distributors, Inc. ("SLD") to another affiliate, Sun Life Financial (U.S.) Holdings, Inc., for $10.5 million. No gain or loss was realized on this transaction. Effective January 1, 2003, SLD changed its name to MFS/Sun Life Financial Distributors, Inc. ("MFSLF") and thereafter Massachusetts Financial Services Company ("MFS"), an affiliate of the Company, acquired a 50% ownership interest in MFSLF. Total net loss of SLD for the year ended December 31, 2002 was $4.8 million. Effective January 1, 2005, MFSLF changed its name to Sun Life Financial Distributors, Inc. ("SLFD").

On October 9, 2002, Keyport Benefit Life Insurance Company, which was a wholly-owned subsidiary of Keyport, merged with and into SLNY, with SLNY as the surviving entity. The merger had no effect on the existing rights and benefits of policyholders or contract holders from either company.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

3. SIGNIFICANT TRANSACTIONS WITH AFFILIATES

In 2003, the Company sold a $100 million note from MFS, an affiliate, to another affiliate, Sun Life (Hungary) Group Financing Limited Liability Company ("Sun Life (Hungary) LLC"), for approximately $109.1 million. The note was sold at a gain of $9.1 million.

The Company and its subsidiaries have management services agreements with SLOC which provide that SLOC will furnish, as requested, certain services and facilities on a cost-reimbursement basis. Expenses under these agreements amounted to approximately $24.4 million in 2004, $73.3 million in 2003, and $64.4 million in 2002.

The Company has an administrative services agreement with SLC - U.S. Ops Holdings, under which the Company provides administrative and investor services with respect to certain open-end management investment companies for which MFS serves as the investment adviser, and which are offered to certain of the Company's separate accounts established in connection with the variable annuity contracts issued by the Company. Amounts received under this agreement amounted to approximately $22.8 million, $21.3 million and $24.0 million for the years ended December 31, 2004, 2003 and 2002, respectively.

The Company leases office space to SLOC under lease agreements with terms expiring in September 2009 and options to extend the terms for each of twelve successive five year terms at fair market value of the fixed rent for the term, which is ending. Rent received by the Company under the leases amounted to approximately $11.8 million, $11.8 million, and $11.7 million in 2004, 2003 and 2002, respectively. Rental income is reported as a component of net investment income.

As more fully described in Note 8, the Company has been involved in several reinsurance transactions with SLOC.

In 2004, the Company declared and paid cash dividends in the amount of $150.0 million and transferred via dividend its ownership of SCA valued at $6.6 million to its parent, SLC - U.S. Ops Holdings. The Company did not make any dividend payments in 2003 or 2002.

On December 31, 2004 and September 24, 2002, the Company received a $60.0 million and a $100.0 million capital contribution, respectively, from its parent, SLC - U.S. Ops Holdings.

In 2004, the Company became a participant in a restricted share unit ("RSU") plan with its indirect parent, SLF. Under the RSU plan, participants are granted units that are equivalent to one common share of SLF stock and have a fair market value of a common share of SLF stock on the date of grant. RSUs earn dividend equivalents in the form of additional RSUs at the same rate as the dividends on common shares of SLF stock. The redemption value is the fair market value of an equal number of common shares of SLF stock. As of December 31, 2004, the Company incurred expenses of $4.1 million.

In 2004, the Company became a participant in a performance share unit ("PSU") plan with its indirect parent, SLF. Under the PSU plan, participants are granted units that are the equivalent to one SLF common share and have a fair market value of a SLF common share on the date of grant. PSUs earn dividend equivalents in the form of additional PSUs at the same rate as the dividends on SLF's common shares. No PSUs will vest or become payable unless SLF meets certain threshold targets with respect to specified performance targets. The plan provides for an enhanced payout if SLF achieves superior levels of performance to motivate participants to achieve a higher return for shareholders. Payments to participants are based on the number of PSUs earned multiplied by the market value of SLF's common shares at the end of a three-year performance period. As of December 31, 2004, the Company incurred expenses of $0.3 million relating to PSUs.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

3. SIGNIFICANT TRANSACTIONS WITH AFFILIATES (CONTINUED)

On July 25, 2002, the Company issued a $380 million promissory note at 5.76% and an $80 million promissory note at 5.71%, both maturing June 30, 2012 to an affiliate, Sun Life (Hungary) LLC. The Company pays interest semi-annually to Sun Life (Hungary) LLC. Total interest paid was $26.5 million for the years ended December 31, 2004 and 2003, respectively, and $11.5 million for the year ended December 31, 2002. The proceeds of the notes were used to purchase fixed rate government and corporate bonds.

Effective January 2002, all United States employees of SLOC became employees of the Company. As a result, the Company has assumed most of the salaries and benefits previously incurred by SLOC in the United States. In accordance with a management service agreement between the Company and SLOC, the Company provides personnel and certain services to SLOC, as requested. Reimbursements under this agreement, which are recorded as a reduction of other operating expenses, were approximately $136.8 million, $152.2 million and $135.1 million for the years ended December 31, 2004, 2003 and 2002, respectively.

At December 31, 2004 and 2003, the Company had $565 million of surplus notes issued to Sun Life Financial (U.S.) Finance, Inc., an affiliate of the Company. The Company expensed $42.6 million for interest on these surplus notes for each of the years ended December 31, 2004, 2003 and 2002, respectively.

In 2004 and 2003, the Company purchased a total of $140 million in promissory notes from MFS. These promissory notes are included with fixed maturities available-for-sale in the financial statements. The interest rates on these notes range from 2.988% to 3.512% and the terms are from 3-5 years. Interest earned for the periods ended December 31, 2004 and 2003 was $4.0 million and $0.6 million, respectively.

During the years ended December 31, 2004 and 2003, the Company paid $35.0 million and $14.6 million, respectively, in commission fees to an affiliate, SLFD, formerly known as MFSLF.

During the years ended December 31, 2004, 2003 and 2002, the Company paid $45.1 million, $64.5 million and $79.4 million, respectively, in commission fees to Independence Financial Marketing Group, Inc., an affiliate.

Management believes inter-company revenues and expenses are calculated on a reasonable basis; however, these amounts may not necessarily be indicative of the costs that would be incurred if the Company operated on a stand-alone basis.

The following table lists the details of notes due to affiliates at December 31, 2004 (in 000's):

Type	Principal	Maturity	Rate
Surplus	$ 150,000	12/15/27	6.150%
Surplus	150,000	12/15/15	7.250%
Surplus	7,500	12/15/15	6.125%
Surplus	7,500	12/15/27	6.150%
Promissory	80,000	06/30/12	5.710%
Promissory	380,000	06/30/12	5.760%
Surplus	250,000	11/06/27	8.625%
	$ 1,025,000

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

4. INVESTMENTS

Fixed Maturities

The amortized cost and fair value of fixed maturities was as follows:

	December 31, 2004
		Gross	Gross	Estimated
	Amortized	Unrealized	Unrealized	Fair
	Cost	Gains	Losses	Value
Available-for-sale fixed maturities:
Asset Backed and Mortgage Backed Securities	$ 5,250,374	$ 106,024	$ (33,560)	$ 5,322,838
Foreign Government & Agency Securities	99,771	4,789	(21)	104,539
States & Political Subdivisions	1,212	50	-	1,262
U.S. Treasury & Agency Securities	573,446	12,539	(1,174)	584,811
Subordinated notes from affiliate	140,000	-	-	140,000
Corporate securities:
Basic Industry	298,352	16,577	(1,649)	313,280
Capital Goods	667,459	38,995	(1,429)	705,025
Communications	1,428,598	61,135	(7,811)	1,481,922
Consumer Cyclical	1,341,480	51,605	(2,935)	1,390,150
Consumer Noncyclical	512,153	30,345	(367)	542,131
Energy	527,782	27,370	(711)	554,441
Finance	2,979,627	92,043	(14,145)	3,057,525
Industrial Other	311,829	11,198	(1,522)	321,505
Technology	57,867	2,774	(569)	60,072
Transportation	526,567	25,104	(9,549)	542,122
Utilities	1,490,795	83,231	(2,662)	1,571,364
Total Corporate	10,142,509	440,377	(43,349)	10,539,537
Total available-for-sale fixed maturities	$ 16,207,312	$ 563,779	$ (78,104)	$16,692,987
Trading fixed maturities:
Asset Backed and Mortgage Backed Securities	$ 121,729	$ 4,427	$ (1,051)	$ 125,105
Foreign Government & Agency Securities	6,313	711	(11)	7,013
Corporate securities:
Basic Industry	31,844	2,363	-	34,207
Capital Goods	48,839	2,939	-	51,778
Communications	177,288	10,753	(300)	187,741
Consumer Cyclical	198,733	10,684	(159)	209,258
Consumer Noncyclical	23,344	1,209	(13)	24,540
Energy	35,714	4,987	-	40,701
Finance	453,387	25,198	(973)	477,612
Industrial Other	46,089	3,034	(189)	48,934
Technology	3,802	302	-	4,104
Transportation	63,291	5,453	(3,107)	65,637
Utilities	198,245	16,154	(1)	214,398
Total Corporate	1,280,576	83,076	(4,742)	1,358,910
Total trading fixed maturities	$ 1,408,618	$ 88,214	$ (5,804)	$ 1,491,028
Held-to-maturity fixed maturities:
Sun Life of Canada (U.S.) Holdings, Inc.,
8.526% subordinated debt, due 2027	$ 600,000	$ 89,132	$ -	$ 689,132
Total held-to-maturity fixed maturities	$ 600,000	$ 89,132	$ -	$ 689,132

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

4. INVESTMENTS (CONTINUED)

	December 31, 2003
		Gross	Gross	Estimated
	Amortized	Unrealized	Unrealized	Fair
	Cost	Gains	Losses	Value
Available-for-sale fixed maturities:
Asset Backed and Mortgage Backed Securities	$ 5,251,364	$ 116,712	$ (71,242)	$ 5,296,834
Foreign Government & Agency Securities	82,774	13,696	(47)	96,423
States & Political Subdivisions	1,693	87	-	1,780
U.S. Treasury & Agency Securities	685,075	13,343	(8,316)	690,102
Subordinated notes from affiliate	80,000	-	(934)	79,066
Corporate securities:
Basic Industry	497,699	25,760	(5,877)	517,582
Capital Goods	600,303	45,999	(1,477)	644,825
Communications	1,214,136	54,673	(7,378)	1,261,431
Consumer Cyclical	1,156,471	66,259	(3,973)	1,218,757
Consumer Noncyclical	551,144	39,761	(719)	590,186
Energy	568,786	33,235	(2,573)	599,448
Finance	2,896,392	120,219	(15,662)	3,000,949
Industrial Other	414,828	15,723	(2,768)	427,783
Technology	79,775	3,235	-	83,010
Transportation	579,351	29,589	(15,540)	593,400
Utilities	1,678,450	90,491	(12,103)	1,756,838
Total Corporate	10,237,335	524,944	(68,070)	10,694,209
Total available-for-sale fixed maturities	$ 16,338,241	$ 668,782	$ (148,609)	$ 16,858,414
Trading fixed maturities:
Asset Backed and Mortgage Backed Securities	$ 96,189	$ 5,773	$ (227)	$ 101,735
Foreign Government & Agency Securities	5,227	893	(14)	6,106
Corporate securities:
Basic Industry	67,321	7,696	(7)	75,010
Capital Goods	83,797	8,634	-	92,431
Communications	170,219	15,478	(222)	185,475
Consumer Cyclical	167,633	14,226	(609)	181,250
Consumer Noncyclical	40,623	1,065	(419)	41,269
Energy	80,957	6,478	(276)	87,159
Finance	323,412	27,219	(455)	350,176
Industrial Other	57,925	5,918	(62)	63,781
Technology	3,804	310	-	4,114
Transportation	76,614	6,112	(7,505)	75,221
Utilities	260,933	14,873	(11,914)	263,892
Total Corporate	1,333,238	108,009	(21,469)	1,419,778
Total trading fixed maturities	$ 1,434,654	$ 114,675	$ (21,710)	$ 1,527,619
Held-to-maturity fixed maturities:
Sun Life of Canada (U.S.) Holdings, Inc.,
8.526% subordinated debt, due 2027	$ 600,000	$ 99,069	$ -	$ 699,069
Total held-to-maturity fixed maturities	$ 600,000	$ 99,069	$ -	$ 699,069

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

4. INVESTMENTS (CONTINUED)

The amortized cost and estimated fair value by maturity periods for fixed maturity investments are shown below. Actual maturities may differ from contractual maturities on asset-backed securities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties, or the Company may have the right to put or sell the obligations back to the issuers.

			December 31, 2004
			Amortized Cost	Estimated Fair Value
Maturities of available-for-sale fixed securities:
	Due in one year or less		$ 654,144	$ 659,961
	Due after one year through five years		3,032,715	3,108,642
	Due after five years through ten years		4,304,931	4,486,115
	Due after ten years		2,965,148	3,115,431
Subtotal - Maturities available-for-sale			10,956,938	11,370,149
Asset-backed securities			5,250,374	5,322,838
Total Available-for-sale			$ 16,207,312	$ 16,692,987
Maturities of trading fixed securities:
	Due in one year or less		$ 103,747	$ 105,563
	Due after one year through five years		432,522	458,748
	Due after five years through ten years		497,186	528,518
	Due after ten years		253,434	273,094
	Subtotal - Maturities of trading		1,286,889	1,365,923
Asset-backed securities			121,729	125,105
	Total Trading		$ 1,408,618	$ 1,491,028
Maturities of held-to-maturity fixed securities:
		Due after ten years	$ 600,000	$ 689,132

Gross gains of $152.5 million, $196.4 million and $163.4 million and gross losses of $45.4 million, $44.9 million and $134.9 million were realized on the voluntary sale of fixed maturities for the years ended December 31, 2004, 2003 and 2002, respectively.

Fixed maturities with an amortized cost of approximately $10.9 million and $18.6 million at December 31, 2004 and 2003, respectively, were on deposit with federal and state governmental authorities as required by law.

The Company had unfunded commitments with respect to funding of limited partnerships of approximately $91.1 million and $126.2 million at December 31, 2004 and 2003, respectively.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

4. INVESTMENTS (CONTINUED)

As of December 31, 2004 and 2003, 95.7% and 93.7%, respectively, of the Company's fixed maturities were investment grade. Investment grade securities are those that are rated "BBB" or better by nationally recognized rating agencies. During 2004, 2003 and 2002, the Company incurred realized losses totaling $32.5 million, $62.8 million and $95.7 million, respectively, for other-than-temporary impairment of value of some of its fixed maturities after determining that not all of the unrealized losses were temporary in nature.

During 2004, 2003 and 2002, $17.3 million, $4.7 million and $1.6 million, respectively, of the losses recorded in prior years were recovered through dispositions and are included in realized gains. The Company has discontinued accruing income on several of its holdings for issuers that are in default. The termination of accrual accounting on these holdings reduced income by $7.0 million, $10.1 million and $2.5 million during 2004, 2003 and 2002, respectively.

The following table provides the fair value and gross unrealized losses of the Company's investments, which were deemed to be temporarily impaired, aggregated by investment category and length of time that individual securities have been in an unrealized loss position, at December 31, 2004:

	Less Than Twelve Months			Twelve Months Or More		Total
Corporate Securities
	Fair Value	Gross Unrealized Losses	Fair Value		Gross Unrealized Losses		Fair Value	Gross Unrealized Losses
Basic Industry	$ 30,787	$ (461)	$ 23,104		$ (1,188)		$ 53,891	$ (1,649)
Capital Goods	119,885	(938)	14,733		(491)		134,618	(1,429)
Communications	196,250	(4,153)	83,702		(3,658)		279,952	(7,811)
Consumer Cyclical	221,428	(2,478)	10,620		(457)		232,048	(2,935)
Consumer Noncyclical	60,192	(367)	-		-		60,192	(367)
Energy	26,575	(372)	7,100		(339)		33,675	(711)
Finance	693,913	(8,606)	146,825		(5,539)		840,738	(14,145)
Industrial Other	95,881	(938)	20,346		(584)		116,227	(1,522)
Technology	25,431	(569)	-		-		25,431	(569)
Transportation	39,596	(367)	95,630		(9,182)		135,226	(9,549)
Utilities	209,995	(1,965)	33,919		(697)		243,914	(2,662)
Total Corporate	1,719,933	(21,214)	435,979		(22,135)		2,155,912	(43,349)
Non-Corporate
Asset Backed and Mortgage Backed Securities	1,358,934	(11,026)	283,699		(22,534)		1,642,633	(33,560)
Foreign Government & Agency Securities	2,459	(21)	-		-		2,459	(21)
U.S. Treasury & Agency Securities	233,308	(1,174)	-		-		233,308	(1,174)
Total Non-Corporate	1,594,701	(12,221)	283,699		(22,534)		1,878,400	(34,755)
Grand Total	$ 3,314,634	$ (33,435)	$ 719,678		$ (44,669)		$ 4,034,312	$ (78,104)

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

4. INVESTMENTS (CONTINUED)

The following table provides the fair value and gross unrealized losses of the Company's investments, which were deemed to be temporarily impaired, aggregated by investment category and length of time that individual securities have been in an unrealized loss position, at December 31, 2003:

	Less Than Twelve Months			Twelve Months Or More		Total
Corporate Securities
	Fair Value	Gross Unrealized Losses	Fair Value		Gross Unrealized Losses		Fair Value	Gross Unrealized Losses
Basic Industry	$ 82,585	$ (5,877)	$ -		$ -		$ 82,585	$ (5,877)
Capital Goods	43,154	(1,283)	8,887		(194)		52,041	(1,477)
Communications	242,224	(6,548)	16,271		(830)		258,495	(7,378)
Consumer Cyclical	131,401	(2,725)	13,538		(1,248)		144,939	(3,973)
Consumer Noncyclical	59,880	(634)	4,775		(85)		64,655	(719)
Energy	66,595	(2,256)	7,746		(317)		74,341	(2,573)
Finance	386,695	(11,054)	209,576		(4,608)		596,271	(15,662)
Industrial Other	103,548	(1,880)	49,210		(888)		152,758	(2,768)
Transportation	83,546	(4,451)	84,352		(11,089)		167,898	(15,540)
Utilities	360,785	(10,218)	33,224		(1,885)		394,009	(12,103)
Total Corporate	1,560,413	(46,926)	427,579		(21,144)		1,987,992	(68,070)
Non-Corporate
Asset Backed and Mortgage Backed Securities	1,121,105	(25,516)	287,666		(45,726)		1,408,771	(71,242)
Foreign Government & Agency Securities	3,850	(47)	-		-		3,850	(47)
U.S. Treasury & Agency Securities	222,365	(8,105)	9,735		(211)		232,100	(8,316)
Subordinated note from affiliate	79,066	(934)	-		-		79,066	(934)
Total Non-Corporate	1,426,386	(34,602)	297,401		(45,937)		1,723,787	(80,539)
Grand Total	$2,986,799	$ (81,528)	$ 724,980		$ (67,081)		$3,711,779	$ (148,609)

The Company has a comprehensive process in place to identify potential problem securities that could have an impairment that is other-than-temporary. At the end of each quarter, all securities with an unrealized loss for more than six months are reviewed. An analysis is undertaken to determine whether this decline in market value is other-than-temporary. The Company's process focuses on issuer operating performance and overall industry and market conditions. Any deterioration in operating performance is assessed relative to the impact on financial ratios including leverage and coverage measures specific to an industry and relative to any investment covenants.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

4. INVESTMENTS (CONTINUED)

The Company's analysis also assesses each issuer's ability to service its debts in a timely fashion, the length of time the security has been in an unrealized loss position, rating agency actions, and any other key developments. The Company has a Credit Committee that includes members from its investment, finance and actuarial functions. The committee meets and reviews the results of the Company's impairment analysis on a quarterly basis.

The following table provides the number of securities with gross unrealized losses, which were deemed to be temporarily impaired, at December 31, 2004 (not in thousands):

	Number of Securities Less Than Twelve Months	Number of Securities Twelve Months Or More	Total Number of Securities
Corporate Securities
Basic Industry	6	2	8
Capital Goods	6	6	12
Communications	18	11	29
Consumer Cyclical	20	1	21
Consumer Noncyclical	8	0	8
Energy	4	2	6
Finance	62	14	76
Industrial Other	5	3	8
Technology	1	0	1
Transportation	36	31	67
Utilities	15	7	22
Total Corporate	181	77	258
Non-Corporate
Asset Backed and Mortgage Backed Securities	278	91	369
Foreign Government & Agency Securities	2	0	2
U.S. Treasury & Agency Securities	27	0	27
Total Non-Corporate	307	91	398
Grand Total	488	168	656

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

4. INVESTMENTS (CONTINUED)

The following table provides the number of securities with gross unrealized losses, which were deemed to be temporarily impaired, at December 31, 2003 (not in thousands):

	Number of Securities Less Than Twelve Months	Number of Securities Twelve Months Or More	Total Number of Securities
Corporate Securities
Basic Industry	22	-	22
Capital Goods	10	4	14
Communications	58	3	61
Consumer Cyclical	21	4	25
Consumer Noncyclical	23	1	24
Energy	20	1	21
Finance	84	31	115
Industrial Other	13	3	16
Transportation	28	36	64
Utilities	72	11	83
Total Corporate	351	94	445
Non-Corporate
Asset Backed and Mortgage Backed Securities	279	100	379
Foreign Government & Agency Securities	7	-	7
U.S. Treasury & Agency Securities	19	3	22
Subordinated note from affiliate	1	-	1
Total Non-Corporate	306	103	409
Grand Total	657	197	854

Mortgage Loans and Real Estate

The Company invests in commercial first mortgage loans and real estate throughout the United States. Investments are diversified by property type and geographic area. Mortgage loans are collateralized by the related properties and generally are no more than 75% of the properties' value at the time that the original loan is made. Real estate investments classified as held-for-sale have been obtained primarily through foreclosure.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

4. INVESTMENTS (CONTINUED)

MORTGAGE LOANS AND REAL ESTATE

The carrying value of mortgage loans and real estate investments, net of applicable reserves and accumulated depreciation, was as follows:

		December 31,
		2004	2003
Total mortgage loans		$ 1,465,896	$ 972,102
Real estate:
	Held-for-sale	628	628
	Held for production of income	167,511	83,793
Total real estate		$ 168,139	$ 84,421

Accumulated depreciation on real estate was $19.1 million and $16.3 million at December 31, 2004 and 2003, respectively.

The Company monitors the condition of the mortgage loans in its portfolio. In those cases where mortgages have been restructured, values are impaired or values are impaired but mortgages are performing, appropriate allowances for losses have been made. The Company has restructured mortgage loans, impaired mortgage loans and impaired but performing mortgage loans totaling $16.5 million and $19.5 million at December 31, 2004 and 2003, respectively, against which there are allowances for losses of $7.6 million and $6.4 million, respectively.

The investment valuation allowances were as follows:

	Balance at			Balance at
	January 1,	Additions	Subtractions	December 31,
2004
Mortgage loans	$ 6,365	$    1,530	$ (249)	$             7,646
2003
Mortgage loans	$            7,098	$              200	$             (933)	$             6,365

Mortgage loans and real estate investments comprise the following property types and geographic regions at December 31:

	2004	2003
Property Type:
Office building	$ 620,273	$ 428,312
Residential	89,831	27,427
Retail	619,021	356,080
Industrial/warehouse	237,020	181,195
Other	75,536	69,874
Valuation allowances	(7,646)	(6,365)
Total	$ 1,634,035	$ 1,056,523

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

4. INVESTMENTS (CONTINUED)

	2004	2003
Geographic region:
Arizona	$ 45,753	$ 32,083
California	137,387	77,832
Colorado	33,096	15,015
Connecticut	32,973	34,177
Delaware	15,847	13,025
Florida	116,327	86,922
Georgia	78,360	39,681
Illinois	10,473	2,100
Indiana	16,203	17,962
Kentucky	15,015	7,224
Louisiana	21,531	23,578
Maryland	57,323	42,934
Massachusetts	137,535	135,722
Michigan	8,719	21,614
Minnesota	46,341	6,539
Missouri	32,323	11,250
Nebraska	5,368	5,554
Nevada	8,055	6,980
New Jersey	31,943	21,482
New Mexico	7,633	4,600
New York	232,312	121,069
North Carolina	39,831	30,362
Ohio	93,896	46,478
Oregon	6,391	5,225
Pennsylvania	102,767	85,474
Tennessee	26,714	19,388
Texas	136,237	34,342
Utah	28,528	20,921
Virginia	18,378	17,466
Washington	68,389	59,441
All other	30,033	16,448
Valuation allowances	(7,646)	(6,365)
Total	$ 1,634,035	$ 1,056,523

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

4. INVESTMENTS (CONTINUED)

At December 31, 2004, scheduled mortgage loan maturities were as follows:

2005	$ 12,178
2006	15,550
2007	66,391
2008	48,625
2009	47,870
Thereafter	1,275,282
Total	$ 1,465,896

Actual maturities could differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties and loans may be refinanced.

The Company has made commitments of mortgage loans on real estate and other loans into the future. The outstanding commitments for these mortgages amount to $54.0 million and $126.8 million at December 31, 2004 and 2003, respectively.

During 2004, 2003 and 2002, the Company sold commercial mortgage loans in securitization transactions. The mortgages were primarily sold to qualified special purpose entities that were established for the purpose of purchasing the assets and issuing trust certificates. In these transactions, the Company retained investment tranches, which are considered available-for-sale securities, in addition to servicing rights. The securitizations are structured so that investors have no recourse to the Company's other assets for failure of debtors to pay when due. The value of the Company's retained interests are subject to credit and interest rate risk on the transferred financial assets. The Company recognized pretax gains of $3.0 million, $24.6 million and $4.5 million for its 2004, 2003 and 2002 securitization transactions, respectively.

Key economic assumptions used in measuring the retained interests at the date of securitization resulting from securitizations completed during the year ended December 31, 2004 were as follows:

	Exeter I/O's	Fairfield I/O's
Prepayment speed	-	-
Weighted average life in years	5.72-5.92	2.89-8.74
Expected credit losses	-	-
Residual cash flows discount rate	4.80%-4.84%	4.43%-5.28%
Treasury rate interpolated for average life	3.35%-3.39%	3.18%-4.03%
Spread over treasuries	1.45%	1.25%
Duration in years	6.64-10.14	1.45-4.92

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

4. INVESTMENTS (CONTINUED)

Key economic assumptions and the sensitivity of the current fair value of cash flows in those assumptions at December 31, 2004were as follows:

	Commercial Mortgages
	Exeter I/O's	Fairfield I/O's
Amortized cost of retained
Interests	$ 897	$ 1,360
Fair value of retained interests	1,031	1,535
Weighted average life in years	6.06-9.56	1.45-4.92
Expected Credit Losses
Fair value of retained interest as a result of a .20% of adverse change	1,030	1,534
Fair value of retained interest as a result of a .30% of adverse change	1,030	1,533
Residual Cash flows Discount Rate
Fair value of retained interest as a result of a 10% of adverse change	1,015	1,522
Fair value of retained interest as a result of a 20% of adverse change	1,012	1,518

The outstanding principal amount of the securitized commercial mortgage loans was $18.7 million at December 31, 2004, none of which were 60 days or more past due. There were no net credit losses incurred relating to the securitized commercial mortgage loans at the dates of securitization through December 31, 2004.

Key economic assumptions used in measuring the retained interests at the dates of securitizations completed during the year ended December 31, 2003 were as follows:

	Class C	Class D	Class E
Prepayment speed	-	-	-
Weighted average life in years	14.123	14.63	14.84
Expected credit losses	-	-	-
Residual cash flows discount rate	5.65%	5.77%	5.92%
Treasury rate interpolated for average life	4.37%	4.39%	4.40%
Spread over treasuries	1.28%	1.38%	1.52%
Duration in years	20.46	20.55	20.66

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

4. INVESTMENTS (CONTINUED)

Key economic assumptions and the sensitivity of the current fair value of cash flows in those assumptions at December 31, 2004 were as follows:

	Commercial Mortgages
	Class C	Class D	Class E
Amortized cost of retained
Interests	$ 10,664	$ 2,404	$ 2,443
Fair value of retained interests	12,122	2,735	2,780
Weighted average life in years	19.68	19.76	19.87
Expected Credit Losses
Fair value of retained interest as a result of a .20% of adverse change	12,116	2,733	2,778
Fair value of retained interest as a result of a .30% of adverse change	12,112	2,732	2,777
Residual Cash flows Discount Rate
Fair value of retained interest as a result of a 10% of adverse change	11,662	2,629	2,672
Fair value of retained interest as a result of a 20% of adverse change	11,225	2,528	2,570

The outstanding principal amount of the securitized commercial mortgage loans was $417.8 million at December 31, 2004, none of which were 60 days or more past due. There were no net credit losses incurred relating to the securitized commercial mortgage loans at the date of securitization through December 31, 2004.

Key economic assumptions used in measuring the retained interests at the dates of securitizations completed during the year ended December 31, 2002 were as follows:

	Class AA	Class A	Class BBB
Prepayment speed	0	0	0
Weighted average life in years	6.532	6.843	8.417
Expected credit losses	-	-	-
Residual cash flows discount rate	6.06%	6.51%	7.56%
Treasury rate interpolated for average life	4.57%	4.60%	4.68%
Spread over treasuries	1.49%	1.91%	2.88%
Duration in years	5.22	5.263	6.013

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

4. INVESTMENTS (CONTINUED)

Key economic assumptions and the sensitivity of the current fair value of cash flows in those assumptions at December 31, 2004 were as follows:

	Commercial Mortgages
	Class AA	Class A	Class BBB
Amortized cost of retained
Interests	$ 2,370	$ 1,133	$ 1,614
Fair value of retained interests	2,605	1,245	1,777
Weighted average life in years	3.85	4.02	4.88
Expected Credit Losses
Fair value of retained interest as a result of a .20% of adverse change	2,604	1,245	1,756
Fair value of retained interest as a result of a .30% of adverse change	2,604	1,245	1,666
Residual Cash flows Discount Rate
Fair value of retained interest as a result of a 10% of adverse change	2,554	1,221	1,739
Fair value of retained interest as a result of a 20% of adverse change	2,504	1,196	1,703

The outstanding principal amount of the securitized commercial mortgage loans was $234.6 million at December 31, 2004, none of which were 60 days or more past due. There were no net credit losses incurred relating to the securitized commercial mortgage loans at the date of securitization through December 31, 2004.

Securities Lending

The Company is engaged in certain securities lending transactions, which require the borrower to provide collateral, primarily consisting of cash and government securities, on a daily basis, in amounts in excess of 100% of the fair value of the applicable securities loaned. We maintain effective control over all loaned securities and, therefore, continue to report such securities as fixed maturities in the Consolidated Balance Sheet.

Cash collateral received on securities lending transactions is reflected in other investing assets with an offsetting liability recognized in other liabilities for the obligation to return the collateral. Non-cash collateral, such as a security received by the Company, is not reflected in our assets in the Consolidated Balance Sheet as we have not repledged or sold the collateral. The fair value of collateral held and included in other invested assets is $735.7 million at December 31, 2004.

Leveraged Leases

The Company is a lessor in a leverage lease agreement entered into on October 21, 1994, under which equipment having an estimated economic life of 25-40 years was originally leased for a term of 9.78 years. During 2001, the lease term was extended until 2010. The Company's equity investment in this VIE represented 22.9% of the purchase price of the equipment. The balance of the purchase price was furnished by third-party long-term debt financing, collateralized by the equipment, and is non-recourse to the Company. At the end of the lease term, the master lessee may exercise a fixed price purchase option to purchase the equipment. The leveraged lease is included as a part of other invested assets.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

4. INVESTMENTS (CONTINUED)

The Company's net investment in the leveraged lease is composed of the following elements:

	Year ended December 31,
	2004	2003
Lease contract receivable	$ 31,803	$ 44,149 44,149
Less: non-recourse debt	(1,415)	(10,874)
Net Receivable	30,388	33,275
Estimated value of leased assets	21,420	21,420
Less: unearned and deferred income	(11,928)	(14,790)
Investment in leveraged leases	39,880	39,905
Less: fees	(138)	(162)
Net investment in leveraged leases	$ 39,742	$ 39,743

Derivatives

The Company uses derivative financial instruments for risk management purposes to hedge against specific interest rate risk, to alter investment rate exposures arising from mismatches between assets and liabilities, and to minimize the Company's exposure to fluctuations in interest rates, foreign currency exchange rates and general market conditions. The Company does not hold or issue any derivative instruments for trading purposes.

As a component of its investment strategy and to reduce its exposure to interest rate risk, the Company utilizes interest rate swap agreements. Interest rate swap agreements are agreements to exchange with a counterparty interest rate payments of differing character (e.g., fixed-rate payments exchanged for variable-rate payments) based on an underlying principal balance (notional principal) to hedge against interest rate changes. No cash is exchanged at the outset of the contract and no principal payments are made by either party. A single net payment is usually made by one counter-party at each interest payment date. The net payment is recorded as a component of derivative income (loss). Because the underlying principal is not exchanged, the Company's maximum exposure to counterparty credit risk is the difference in payments exchanged. The fair value of swap agreements are included with derivative instruments - receivable (positive position) or derivative instruments - payable (negative position) in the accompanying balance sheet.

The Company utilizes put options and futures on the Standard & Poor's 500 Composite Stock Price Index ("S&P 500 Index") ("S&P", "S&P 500", and "Standard & Poor's" are trademarks of The McGraw Hill Companies, Inc. and have been licensed for use by the Company) and other indexes to hedge against stock market exposure inherent in the mortality and expense risk charges and guaranteed minimum death and living benefit features of the Company's variable annuities. The Company also purchases call options on the S&P 500 Index to economically hedge its obligation under certain fixed annuity contracts. Options are carried at fair value and are included with derivative instruments - receivable in the Company's balance sheet.

Standard & Poors indexed futures contracts are entered into for purposes of hedging equity-indexed products. The interest credited on these 1, 5, 7 and 10 year term products are based on the changes in the S&P 500 Index. On trade date, an initial cash margin is exchanged. Daily cash is exchanged to settle the daily variation margin and the offset is recorded in derivative income.

The Company utilizes currency forwards to hedge against changes in the exchange rate of U.S. dollars. The Company enters into single or multiple settlement forward contracts based on a spot rate determined at the trade date. Currency forwards are carried at fair value and are included with derivative instruments (positive position) or other liabilities (negative position) in the accompanying balance sheet.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

4. INVESTMENTS (CONTINUED)

The Company issues annuity contracts and GICS that contain a derivative instrument that is "embedded" in the contract. Upon issuing the contract, the embedded derivative is separated from the host contract (annuity contract or GIC) and is carried at fair value.

From the second quarter in 2000 until the second quarter in 2002, the Company marketed GICS to unrelated third parties. Each deal is highly-individualized but typically involves the issuance of foreign currency denominated contracts backed by cross currency swaps or equity-linked cross currency swaps. The combination of these swaps with interest rate swaps allows the Company to lock in U.S. dollar fixed rate payments for the life of the contract.

Included in derivative losses are losses on the translation of foreign currency denominated GIC liabilities of $83.3 million, $158.6 million and $115.5 million for the years ended December 31, 2004, 2003 and 2002, respectively.

The Company does not employ hedge accounting. The Company believes that its derivatives provide economic hedges and the cost of formally documenting hedge effectiveness in accordance with the provisions of SFAS No.133, "Accounting for Derivative Instruments," is not justified. As a result, all changes in the fair value of derivatives are recorded in the current period operations as a component of derivative income.

Net derivative income (loss) consisted of the following for the years ended December 31:

	2004	2003	2002 estated
Net expense on swap agreements	$ (62,514)	$ (87,721)	$ (74,699)
Change in fair value of swap agreements (interest rate, currency, and equity)	(43,977)	197,506	(159,093)
Change in fair value of options, futures and embedded derivatives	8,072	(312,985)	74,507
Total derivative losses	$ (98,419)	$ (203,200)	$ (159,285)

The Company is required to pledge and receive collateral for open derivative contracts. The amount of collateral required is determined by agreed upon thresholds with the counter-parties. The Company currently pledges cash and U.S. Treasury bonds to satisfy this collateral requirement. At December 31, 2004 and 2003, $33.6 million and $59.5 million, respectively, of fixed maturities were pledged as collateral and are included with fixed maturities.

The Company's underlying notional or principal amounts associated with open derivatives positions were as follows for the years ended December 31:

	2004
	Notional		Fair Value
	Principal		Asset (Liability)
	Amounts
Interest rate swaps		$ 5,948,576		$ (212,661)
Currency swaps		805,849		290,776
Equity swaps		250,207		28,254
Currency forwards		1,547		(81)
S&P 500 index call options		2,986,757		188,481
S&P 500 index put options		1,217,980		42,858
Total		$ 11,210,916		$ 337,627

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

4. INVESTMENTS (CONTINUED)

	2003
	Notional Principal Amounts		Fair Value Asset (Liability)
Interest rate swaps		$ 5,892,626		$ (229,925)
Currency swaps		805,211		238,212
Equity swaps		1,544,152		20,265
S&P 500 index call options		1,668,813		57,573
S&P 500 index put options		1,313,855		65,640
Total		$ 11,224,657		$ 151,765

5. NET REALIZED INVESTMENT GAINS AND LOSSES

Net realized investment gains (losses) consisted of the following for the years ended December 31:

		2004		2003	2002 Restated
Fixed maturities			$ 108,603	$       159,474	$       38,814
Equity securities		3,375		(1,465)	2,378
Mortgage and other loans		858		25,528	4,648
Real estate		-		3,862	514
Short term investments			-	-	2
Other invested assets			(1,601)	4,800	8,815
Other than temporary declines			(32,494)	(62,834)	(95,714)
Sales of impaired assets			17,333	4,720	1,577
	Total	$ 96,074		$        134,085	$        (38,966)

6. NET INVESTMENT INCOME

Net investment income consisted of the following for the years ended December 31:

		2004	2003	2002 Restated
Fixed maturities		$ 1,030,973	$ 1,114,949	$ 1,080,965
Equity securities		-	-	484
Mortgage and other loans		83,986	76,259	75,024
Real estate		11,615	6,952	7,855
Policy loans		42,821	43,335	39,269
Other		(19,715)	(20,364)	(4,848)
	Gross investment income	1,149,680	1,221,131	1,198,749
Less: Investment expenses		15,423	12,381	13,539
	Net investment income	$ 1,134,257	$ 1,208,750	$ 1,185,210

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

7. FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosure about Fair Value of Financial Instruments," excludes certain insurance liabilities and other non-financial instruments from its disclosure requirements. The fair value amounts presented herein do not include the expected interest margin (interest earnings over interest credited) to be earned in the future on investment-type products or other intangible items. Accordingly, the aggregate fair value amounts presented herein do not necessarily represent the underlying value to the Company. Likewise, care should be exercised in deriving conclusions about the Company's business or financial condition based on the fair value information presented herein.

The following table presents the carrying amounts and estimated fair values of the Company's financial instruments at December 31:

		2004		2003
		Carrying	Estimated	Carrying	Estimated
		Amount	Fair Value	Amount	Fair Value
Financial assets:
	Cash and cash equivalents	$ 552,949	$ 552,949	$ 558,185	$ 558,185
	Fixed maturities	18,784,015	18,873,147	18,986,033	19,085,102
	Equity Securities	1,006	1,006	1,452	1,452
	Short-term investments	23,957	23,957	24,662	24,662
	Mortgages	1,465,896	1,546,834	972,102	1,059,145
	Derivatives instruments - receivables	566,401	566,401	403,437	403,437
	Policy loans	696,305	696,305	692,887	692,887
	Separate accounts	19,120,381	19,120,381	17,509,294	17,509,294
Financial liabilities:
	Policy Liabilities	18,846,238	17,677,082	18,329,570	17,565,100
	Derivative instruments - payables	228,774	228,774	248,272	248,272
	Long-term debt	33,500	33,500	40,500	32,953
	Long-term debt to affiliates	1,025,000	1,100,501	1,025,000	1,123,194
	Partnership Capital Securities	607,826	689,132	607,826	699,069
	Separate accounts	19,120,381	19,120,381	17,509,294	17,509,294

The following methods and assumptions were used by the Company in determining the estimated fair value of its financial instruments:

Cash and cash equivalents: The fair values of cash and cash equivalents are estimated to be cost plus accrued interest.

Fixed maturities, short term investments, and equity securities: The fair values of short-term bonds are estimated to be amortized cost. The fair values of publicly traded fixed maturities are based upon market prices or dealer quotes. For privately placed fixed maturities, fair values are estimated by taking into account prices for publicly traded securities of similar credit risk, maturity, repayment and liquidity characteristics. The fair value of equity securities are based on quoted market prices.

Mortgage loans: The fair values of mortgage and other loans are estimated by discounting future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Derivatives: Fair value of swaps are based on current settlement values. The current settlement values are based on dealer quotes and market prices. Fair values for options and futures are based on dealer quotes and market prices.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

7. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

Policy loans: Policy loans are stated at unpaid principal balances, which approximate fair value.

Separate accounts, assets and liabilities: The estimated fair value of assets held in separate accounts is based on quoted market prices. The fair value of liabilities related to separate accounts is the amount payable on demand, which excludes surrender charges.

Policy liabilities: The fair values of the Company's general account insurance reserves and contractholder deposits under investment-type contracts (insurance, annuity and pension contracts that do not involve mortality or morbidity risks) are estimated using discounted cash flow analyses or surrender values based on interest rates currently being offered for similar contracts with maturities consistent with those remaining for all contracts being valued. Those contracts that are deemed to have short-term guarantees have a carrying amount equal to the estimated market value. The fair values of other deposits with future maturity dates are estimated using discounted cash flows.

Long term debt: The fair value of notes payable and other borrowings are estimated using discounted cash flow analyses based upon the Company's current incremental borrowing rates for similar types of borrowings.

8. REINSURANCE

Reinsurance ceded contracts do not relieve the Company from its obligations to policyholders. The Company remains liable to its policyholders for the portion reinsured to the extent that any reinsurer does not meet the obligations assumed under the reinsurance agreement. To minimize its exposure to significant losses from reinsurer insolvencies, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk. A brief discussion of the Company's reinsurance agreements by segment (see Note 14) follows.

Wealth Management Segment

The Wealth Management Segment currently does not offer traditional life insurance products; however, it manages a closed block of single premium whole life insurance policies ("SPWL"), a retirement-oriented tax-advantaged life insurance product. The Company discontinued sales of SPWL's in response to certain tax law changes in the 1980s. The Company had SPWL policyholder balances of approximately $1.7 billion as of December 31, 2004 and 2003, respectively. On December 31, 2003, this entire block of business was reinsured on a funds withheld basis with SLOC, an affiliated company. By reinsuring the SPWL product, the Company reduced net investment income by $91.2 million and interest credited by $79.6 million for the twelve-month period ended December 31, 2004. In addition, the Company also increased net investment income by $13.6 million relating to an experience rating refund under the reinsurance agreement. The liability for the SPWL policies is included in contractholder deposit funds and other policy liabilities.

Individual Protection Segment

The Company has agreements with SLOC and several unrelated companies, which provide for reinsurance of portions of the net-amount-at-risk under certain individual variable universal life, bank owned life insurance ("BOLI"), and corporate owned life insurance ("COLI") policies. These amounts are reinsured on either a monthly renewable or a yearly renewable term basis. Fee income was reduced by $28.7 million and $23.4 million for the years ended 2004 and 2003, respectively, to account for these agreements.

Effective October 1, 2004, the Company no longer acts as the reinsurer of risk under the lapse protection benefit for certain universal life contracts issued by SLOC.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

8. REINSURANCE (CONTINUED)

Group Protection Segment

The Company, through its affiliate SLNY, had an agreement with SLOC whereby SLOC reinsured the mortality risks of SLNY's group life insurance contracts. Under this agreement, certain death benefits were reinsured on a yearly renewable term basis. The agreement provided that SLOC would reinsure mortality risks in excess of $50,000 per claim for group life contracts ceded by SLNY. The treaty was commuted effective December 31, 2004.

The Company, through its affiliate SLNY, had an agreement with SLOC whereby SLOC reinsured morbidity risks of a block of SLNY's group long-term disability contracts. The treaty was commuted effective December 31, 2004.

The Company, through its affiliate SLNY, has an agreement with an unrelated company whereby the unrelated company reinsures the mortality risks of the Company's group life contracts. Under this agreement, certain group life mortality benefits are reinsured on a yearly renewable term basis. The agreement provides that the unrelated company will reinsure amounts above $700,000 per claim for group life contracts ceded by the Company.

The Company, through its affiliate SLNY, has an agreement with an unrelated company whereby the unrelated company reinsures the morbidity risks of SLNY's group stop loss contracts. Under this agreement, certain stop loss benefits are reinsured on a yearly renewable term basis. The agreement provides that the unrelated company will reinsure specific claims for amounts above $1.0 million per claim for stop loss contracts ceded by SLNY.

The Company, through its affiliate SLNY, has an agreement with an unrelated company whereby the unrelated company reinsures the morbidity risks of SLNY's group long-term disability contracts. Under this agreement, certain long-term disability benefits are reinsured on a yearly renewable term basis. The agreement provides that the unrelated company will reinsure amounts in excess of $4,000 per claim per month for long-term disability contracts ceded by SLNY.

The effects of reinsurance were as follows:

		For the Years Ended December 31,
			2004	2003	2002 - Restated
Insurance premiums:
	Direct		$ 62,939	$ 67,959	$          52,691
	Assumed		-	-	509
	Ceded		4,119	7,441	9,626
Net premiums			$ 58,820	$ 60,518	$ 43,574
Insurance and other individual policy benefits and    Claims:
	Direct		$ 170,381	$ 230,384	$        225,287
	Assumed		-	-	-
	Ceded		29,004	29,136	4,125
Net policy benefits and claims			$ 141,377	$         201,248	$         221,162

The Company is contingently liable for the portion of the policies reinsured under each of its existing reinsurance agreements in the event the reinsurance companies are unable to pay their portion of any reinsured claim. Management believes that any liability from this contingency is unlikely. However, to limit the possibility of such losses, the Company evaluates the financial condition of its reinsurers and monitors concentration of credit risk.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

9. RETIREMENT PLANS

Through December 31, 2001, the Company was a participant in two non-contributory defined benefit pension plans for employees sponsored by SLOC. Consistent with the transfer of all employees to the Company on January 1, 2002, the plans sponsorship for the employee retirement plan and the agent pension plan was transferred to the Company. Expenses are allocated to participating companies based on a manner consistent with the allocation of employee compensation expenses. The Company's funding policies for the pension plans are to contribute amounts which at least satisfy the minimum amount required by the Employee Retirement Income Security Act of 1974 ("ERISA"). Most pension plan assets consist of separate accounts of SLOC or other insurance company contracts.

The Company uses a measurement date of September 30 for its pension and other post retirement benefit plans.

The following table sets forth the change in the pension plans' (retirement plan and agent pension plan) projected benefit obligations and assets, as well as the plans' funded status at December 31:

	2004	2003
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$ 191,689	$ 159,650
Service cost	9,873	8,954
Interest cost	12,118	10,494
Actuarial loss (gain)	7,039	16,876
Benefits paid	(5,280)	(5,333)
Plan amendments	-	-
Acquisitions	-	1,048
Projected benefit obligation at end of year	$ 215,439	$ 191,689
Change in fair value of plan assets:
Fair value of plan assets at beginning of year	$ 205,737	$         179,470
Other	(1,050)	(888)
Actual return on plan assets	34,144	32,059
Benefits paid	(5,280)	(5,333)
Acquisitions	-	429
Fair value of plan assets at end of year	$ 233,551	$         205,737
Information on the funded status of the plan:
Funded status	$ 18,112	$          14,048
Unrecognized net actuarial loss	19,339	34,480
Unrecognized transition obligation	(13,443)	(16,494)
Unrecognized prior service cost	7,421	8,276
4th quarter contribution	(1,250)	(1,050)
Prepaid benefit cost	$ 30,179	$          39,260

The accumulated benefit obligation at the end of 2004 and 2003 was $188.9 million and $169.0 million, respectively.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

9. RETIREMENT PLANS (CONTINUED)

The funded status of the employee retirement plan was as follows:

	2004	2003
Plan assets	$ 195,332	$ 171,978
Projected benefit obligations	(206,748)	(183,227)
Funded status	$ (11,416)	$ (11,249)
Accumulated benefit obligation	$ 180,201	$ 160,227

The following table sets forth the components of the net periodic pension cost for the year ended December 31:

	2004	2003	2002
Components of net periodic benefit cost:
Service cost	$ 9,873	$           8,954	$ 8,437
Interest cost	12,118	10,494	10,674
Expected return on plan assets	(17,704)	(14,358)	(18,395)
Amortization of transition obligation asset	(3,051)	(3,051)	(3,051)
Amortization of prior service cost	855	855	216
Recognized net actuarial loss	3,140	4,215	120
Net periodic benefit cost (benefit)	$ 5,231	$ 7,109	$ (1,999)
The Company's share of net periodic benefit cost	$ 4,272	$ 5,522	$ 3,834

Assumptions

Weighted average assumptions used to determine benefit obligations were as follows:

	Pension Benefits
	2004	2003
Discount rate	6.2%	6.1%
Rate of compensation increase	4.0%	4.0%

The assumed weighted average discount rate was 6.75% for the year ended December 31, 2002. The expected return on plan assets was 8.75% and the assumed rate of compensation increase was 4.5% for 2002.

Weighted average assumptions used to determine net benefit cost were as follows:

	Pension Benefits
	2004	2003	2002
Discount rate	6.1%	6.75%	7.00%
Expected long term return on plan assets	8.75%	8.75%	8.75%
Rate of compensation increase	4.0%	4.0%	4.5%

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

9. RETIREMENT PLANS (CONTINUED)

The Company relies on historical market returns from Ibbotson Associates (1926-2002) to determine its overall long term rate of return on asset assumption. Applying Ibbotson's annualized market returns of 12% stock, 5.8% bonds and 3.8% cash to the Company's target allocation results in an expected return consistent with the one used by the Company for purposes of determining the benefit obligation.

Plan Assets

The asset allocation for the Company's pension plan assets for 2004 and 2003 measurement, and the target allocation for 2005, by asset category, are as follows:

	Target Allocation	Percentage of Plan Assets
Asset Category	2005	2004	2003
Equity Securities	50%	61%	55%
Debt Securities	35%	27%	26%
Commercial Mortgages	15%	10%	15%
Other	0%	2%	4%
Total	100%	100%	100%

The target allocations were established to reflect the Company's investment risk posture and to achieve the desired level of return commensurate with the needs of the fund. The target ranges are based upon a three to five year time horizon and may be changed as circumstances warrant.

The portfolio of investments should, over a period of time, earn a gross annualized rate of return that:

1)	exceeds the assumed actuarial rate;
2)	exceeds the return of customized index created by combining benchmark returns in appropriate weightings based on an average asset mix of funds; and
3)	generates a real rate of return of at least 3% after inflation, and sufficient income or liquidity to pay retirement benefits on a timely basis.

Equity securities include SLF common stock in the amount of $4.2 million and $3.0 million at December 31, 2004 and 2003, respectively.

Cash Flow

Due to the over funded status of the defined benefit plan, the Company will not be making contributions to the plan in 2005.

401(k) Savings Plan

The Company sponsors and participates in a 401(k) savings plan for which substantially all employees of at least age 21 are eligible to participate at date of hire. Under the plan, the Company matches, up to specified amounts, the employees' contributions to the plan.

The amount of the 2004 employer contributions under plan sponsorship for the Company and its affiliates was $4.5 million. Amounts are allocated to affiliates based on employees' contributions. The Company's portion of the expense was $2.8 million, $0.9 million and $1.0 million for the years ended December 31, 2004, 2003 and 2002, respectively.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

9. RETIREMENT PLANS (CONTINUED)

Other Post-Retirement Benefit Plans

Through December 31, 2001, the Company was a participant in a post-retirement benefit pension plan for employees sponsored by SLOC providing certain health, dental and life insurance benefits ("post-retirement benefits") for retired employees and dependents. Consistent with the transfer of all employees to the Company on January 1, 2002, the plan's sponsorship was transferred to the Company. Expenses are allocated to participating companies based on the number of participants. Substantially all employees of the participating companies may become eligible for these benefits if they reach normal retirement age while working for the Company, or retire early upon satisfying an alternate age plus service condition. Life insurance benefits are generally set at a fixed amount.

The following table sets forth the change in other post-retirement benefit plans' obligations and assets, as well as the plans' funded status at December 31:

Change in benefit obligation:	2004	2003
Benefit obligation at beginning of year	$ 51,278	$         35,981
Service cost	1,233	872
Interest cost	2,957	2,369
Actuarial (gain) loss	(4,583)	14,330
Benefits paid	(2,432)	(2,368)
Plan Amendments	-	-
Acquisitions	-	94
Benefit obligation at end of year	$ 48,453	$            51,278
Change in fair value of plan assets:
Fair value of plan assets at beginning of year	$ -	$ -
Employer contributions	2,432	2,368
Benefits paid	(2,432)	(2,368)
Fair value of plan assets at end of year	$ -	$ -
Information on the funded status of the plan:
Funded Status	$ (48,453)	$ (51,278)
Unrecognized net actuarial loss	19,556	25,523
4th quarter contribution	628	639
Unrecognized prior service cost	(2,657)	(2,898)
Accrued benefit cost	$ (30,926)	$ (28,014)

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

9. RETIREMENT PLANS (CONTINUED)

The following table sets forth the components of the net periodic post-retirement benefit costs for the year ended December 31:

	2004	2003
Components of net periodic benefit cost
Service cost	$ 1,233	$        872
Interest cost	2,957	2,369
Amortization of prior service cost	(241)	(241)
Recognized net actuarial loss	1,384	832
Net periodic benefit cost	$ 5,333	$ 3,832
The Company's share of net periodic benefit cost	$ 4,180	$ 2,917

Assumptions

Weighted average assumptions used to determine benefit obligations were as follows:

	Other Benefits
	2004	2003
Discount Rate	6.2%	6.1%
Rate of Compensation increase	4.0%	4.0%

Weighted average assumptions used to determine net cost for year-end December 31, 2004 and December 31, 2003 were as follows:

	Other Benefits
	2004	2003
Discount rate	6.1%	6.75%
Rate of compensation increase	4.0%	4.0%

In order to measure the post-retirement benefit obligation for 2004, the Company assumed an 11% annual rate of increase in the per capita cost of covered health care benefits. In addition, medical cost inflation is assumed to be 10% in 2005 and assumed to decrease gradually to 5.00% for 2010 and remain at that level thereafter. Assumed healthcare cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage point change in assumed health care cost trend rates would have the following effect:

	1- Percentage-Point	1- Percentage-Point
	Increase	Decrease
Effect on Post retirement benefit obligation	$6,032	($4,997)
Effect on total of service and interest cost	776	(648)

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

10. FEDERAL INCOME TAXES

The Company will file a consolidated return with SLC -U.S. Ops Holdings for the year ended December 31, 2004. SLUS filed a consolidated federal income tax return with SLC - U.S. Ops Holdings for the year ended December 31, 2003. Keyport filed a return with its subsidiary, Independence Life, for the year ended December 31, 2003. A summary of the components of federal income tax expense (benefit) in the consolidated statements of income for the years ended December 31 is as follows:

		Restated
	2004	2003	2002
Federal income tax expense (benefit):
Current	$ (5,331)	$ (29,240)	$ (80,155)
Deferred	76,683	56,606	20,706
Total	$ 71,352	$ 27,366	$ (59,449)

Federal income taxes attributable to the consolidated operations are different from the amounts determined by multiplying income before federal income taxes by the expected federal income tax rate of 35%. The Company's effective rate differed from the federal income tax rate as follows:

		Restated
	2004	2003	2002
Expected federal income tax expense (benefit)	$ 107,446	$ 44,251	$ (34,994)
Low income housing credit	(6,021)	(6,026)	(6,138)
Non-taxable investment income	-	-	(1,622)
Separate account dividend received deduction	(10,500)	(5,600)	(4,200)
Prior year settlements and other items	(19,573)	(5,259)	(12,495)
Federal income tax expense (benefit)	$ 71,352	$ 27,366	$ (59,449)

The deferred income tax asset (liability) represents the tax effects of temporary differences between the carrying amounts of assets and liabilities used for financial reporting purposes and the amounts used for income tax purposes. The components of the Company's deferred tax assets and (liabilities) as of December 31 were as follows:

	2004	2003
Deferred tax assets:
Actuarial liabilities	$ 391,780	$ 283,479
Net operating loss	4,444	51,355
Other	(8,340)	(1,912)
Total deferred tax assets	387,884	332,922
Deferred tax liabilities:
Deferred policy acquisition costs	(185,715)	(107,075)
Investments, net	(266,779)	(244,744)
Total deferred tax liabilities	(452,494)	(351,819)
Net deferred tax liability	$ (64,610)	$ (18,897)

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

10. FEDERAL INCOME TAXES (CONTINUED)

The Company makes payments under certain tax sharing agreements as if it were filing as a separate company. The Company had no net income tax payments for 2004 and the Company received income tax refunds of $17.1 million in 2003. SLUS received refunds of $14.9 million in 2002 and Keyport made income tax payments of $9.9 million in 2002. At December 31, 2004, the Company had $12.7 million of net operating loss carry forwards available. These amounts were incurred in 2001, 2002 and 2003 and will expire, if unused, beginning in 2016 and ending in 2018.

The Company's federal income tax returns are routinely audited by the Internal Revenue Service ("IRS"), and provisions are made in the consolidated financial statements in anticipation of the results of these audits. SLUS is currently under audit by the IRS for the years 2001 and 2002. In the Company's opinion, adequate tax liabilities have been established for all years and any adjustments that might be required for the years under audit will not have a material effect on the Company's financial statements. However, the amounts of these tax liabilities could be revised in the future if estimates of the Company's ultimate liability are revised.

11. LIABILITY FOR UNPAID CLAIMS AND CLAIMS ADJUSTMENT EXPENSES

Activity in the liability for unpaid claims and claims adjustment expenses related to the Company's group life, group disability and stop loss products is summarized below:

		2004	2003
Balance at January 1		$ 31,337	$ 24,294
Less reinsurance recoverable		(9,146)	(6,621)
Net balance at January 1		22,191	17,673
Incurred related to:
	Current year	20,889	14,711
	Prior years	910	(69)
Total incurred		21,799	14,642
Paid losses related to:
	Current year	(12,009)	(5,867)
	Prior years	(5,791)	(4,258)
Total paid		(17,800)	(10,125)
Balance at December 31		32,571	31,337
Less reinsurance recoverable		(6,381)	(9,146)
Net balance at December 31		$ 26,190	$ 22,191

The Company regularly updates its estimates of liabilities for unpaid claims and claims adjustment expenses as new information becomes available and further events occur which may impact the resolution of unsettled claims for its group disability lines of business. Changes in prior estimates are recorded in results of operations in the year such changes are determined to be needed.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

12. DEFERRED POLICY ACQUISITION COSTS (DAC)

The changes in DAC for the years ended December 31 were as follows:

	2004	2003
Balance at January 1	$ 889,601	$ 795,648
Acquisition costs deferred	346,764	263,762
Amortized to expense during the year	(48,562)	(90,608)
Adjustment for unrealized investment gains (losses) during the year	(40,622)	(79,201)
Balance at December 31	$ 1,147,181	$ 889,601

13. VALUE OF BUSINESS ACQUIRED (VOBA)

The changes in VOBA for the years ended December 31 were as follows:

	2004	2003
Balance at January 1	$ 22,391	$ 57,692
Amortized to expense during the year	(4,819)	(7,790)
Adjustment for unrealized investment gains (losses) during the year	6,558	(27,511)
Balance at December 31	$ 24,130	$ 22,391

14. SEGMENT INFORMATION

The Company offers financial products and services such as fixed and variable annuities, GICS, retirement plan services, and life insurance on an individual and group basis, as well as disability and stop-loss insurance on a group basis. As described below, the Company conducts business principally in three operating segments and maintains a Corporate Segment to provide for the capital needs of the three operating segments and to engage in other financing related activities.

Net investment income is allocated based on segmented assets by line of business. Management evaluates the results of the operating segments on an after-tax basis. The Company does not depend on one or a few customers, brokers or agents for a significant portion of its operations.

The Wealth Management Segment markets and administers individual and group variable annuity products, individual and group fixed annuity products and other retirement benefit products. These contracts may contain any of a number of features including variable or fixed interest rates and equity index options and may be denominated in foreign currencies. The Company uses derivative instruments to manage the risks inherent in the contract options.

The Individual Protection Segment markets and administers a variety of life insurance products sold to individuals and corporate owners of life insurance. The products include whole life, universal life and variable life products.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

14. SEGMENT INFORMATION (CONTINUED)

The Group Protection Segment markets and administers group life, long-term disability, short-term disability and stop loss insurance to small and mid-size employers in the State of New York.

The Corporate Segment includes the unallocated capital of the Company, its debt financing, its consolidated investments in VIEs, and items not otherwise attributable to the other segments.

The following amounts pertain to the various business segments:

	Year ended December 31, 2004
	Wealth	Individual	Group
	Management	Protection	Protection	Corporate	Totals
Total Revenues	$ 1,284,873	$ 65,366	$ 34,908	$ 162,596	$ 1,547,743
Total Expenditures	1,054,852	60,785	31,605	93,470	1,240,712
Pretax Income	230,021	4,581	3,303	69,126	307,031
Net Income	166,309	3,118	2,147	49,702	221,276
Total Assets	$ 40,961,145	$ 4,111,638	$ 53,131	$ 1,561,629	$ 46,687,543
	Year ended December 31, 2003
Total Revenues	$ 1,409,642	$ 49,357	$ 26,609	$ 34,141	$ 1,519,749
Total Expenditures	1,247,670	53,848	25,712	61,792	1,389,022
Pretax Income (Loss)	161,972	(4,491)	897	(27,651)	130,727
Net Income (Loss)	106,655	(2,331)	608	(9,941)	94,991
Total Assets	$ 39,814,262	$ 2,973,014	$ 46,535	$ 840,565	$ 43,674,376
	Year ended December 31, 2002 (Restated)
Total Revenues	$ 1,273,384	$ 62,030	$ 20,181	$ 65,629	$ 1,421,224
Total Expenditures	1,406,024	61,445	15,630	38,106	1,521,205
Pretax Income (Loss)	(132,640)	585	4,551	27,523	(99,981)
Net Income (Loss)	(84,004)	464	3,195	38,548	(41,797)
Total Assets	$ 36,551,209	$ 2,705,917	$ 34,946	$ 553,904	$ 39,845,976

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

15. REGULATORY FINANCIAL INFORMATION

The Company and its insurance subsidiaries are required to file annual statements with state regulatory authorities prepared on a statutory accounting basis prescribed or permitted by such authorities. Statutory surplus differs from stockholder's equity reported in accordance with GAAP primarily because policy acquisition costs are expensed when incurred, policy liabilities are based on different assumptions, investments are valued differently, post-retirement benefit costs are based on different assumptions, and deferred income taxes are calculated differently. The Company's statutory financials are not prepared on a consolidated basis.

At December 31, the Company and its insurance subsidiaries combined statutory surplus and net income (loss) were as follows:

	Unaudited for the Years ended December 31,
	2004	2003	2002 Restated
Statutory surplus and capital	$ 1,822,812	$ 1,685,356	$ 1,335,391
Statutory net income (loss)	249,010	224,284	(286,911)

16. DIVIDEND RESTRICTIONS

The Company's and its insurance company subsidiaries' ability to pay dividends are subject to certain statutory restrictions. Delaware, New York, and Rhode Island have enacted laws governing the payment of dividends to stockholders by domestic insurers.

Pursuant to Delaware's statute, the maximum amount of dividends and other distributions that a domestic insurer may pay in any twelve-month period without prior approval of the Delaware Commissioner of Insurance is limited to the greater of (i) ten percent of its statutory surplus as of the preceding December 31, or (ii) the individual company's statutory net gain from operations for the preceding calendar year. Any dividends to be paid by an insurer from a source other than statutory surplus, whether or not in excess of the aforementioned threshold, would also require the prior approval of the Delaware Commissioner of Insurance. In 2004, the Company's Board of Directors approved and the Company paid $150.0 million of cash dividends to its parent, SLC (U.S.) Holdings. On December 31, 2004, SCA was distributed in the form of a dividend of $6.6 million to the Company's parent and became a consolidated subsidiary of SLC (U.S.) Holdings. The Company did not pay any dividends in 2003 or 2002.

New York law permits a domestic stock life insurance company to distribute a dividend to its shareholders without prior notice to the New York Superintendent of Insurance, where the aggregate amount of such dividend in any calendar year does not exceed the lesser of: (i) ten percent of its surplus to policyholders as of the immediately preceding calendar year; or (ii) its net gain from operations for the immediately preceding calendar year, not including realized capital gains. No dividends were paid by SLNY during 2004, 2003 or 2002.

Rhode Island law requires prior regulatory approval for any dividend where the amount of such dividend paid during the preceding twelve (12) month period would exceed the lesser of (i) ten percent of the insurance company's surplus as of the December 31 next preceding, or (ii) its net gain from operations, not including realized capital gains, for the immediately preceding calendar year, excluding pro rata distributions of any class of the insurance company's own securities. No dividends were paid by Independence Life during 2004, 2003 or 2002.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

17. COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME

The components of accumulated other comprehensive income as of December 31 were as follows:

	2004	2003
Unrealized gains (losses) on available-for-sale securities	$ 485,553	$ 520,173
DAC amortization	(172,945)	(132,323)
VOBA amortization	(48,208)	(54,766)
Tax effect	(83,762)	(105,403)
Accumulated Other Comprehensive Income	$ 180,638	$ 227,681

18. COMMITMENTS AND CONTINGENCIES

Regulatory and Industry Developments

Unfavorable economic conditions may contribute to an increase in the number of insurance companies that are under regulatory supervision. This may result in an increase in mandatory assessments by state guaranty funds, or voluntary payments by solvent insurance companies to cover losses to policyholders of insolvent or rehabilitated companies. Under insurance guaranty fund laws in each state, the District of Columbia and Puerto Rico, insurers licensed to do business can be assessed by state insurance guaranty associations for certain obligations of insolvent insurance companies to policyholders and claimants. Most of these laws do provide, however, that an assessment may be excused or deferred if it would threaten an insurer's solvency and further provide annual limits on such assessments. Part of the assessments paid by the Company pursuant to these laws may be partially recovered through a reduction in future premium taxes in some states.

The Company's variable annuity contracts and variable life insurance policies are subject to various levels of regulation under federal securities laws administered by the Securities and Exchange Commission (the "SEC") and under certain state securities laws. On or about October 30, 2003, the Company received a request from the SEC for information regarding its policies, practices and procedures with respect to subaccount "market timing," its policies, practices and procedures with respect to receiving and processing exchange orders from contract owners, and its oversight of such activities in the Company's separate accounts. The Company responded to this request and an additional related request. On March 4, 2004, the Boston District Office of the SEC notified the Company that it intended to commence an examination of the Company and certain of its affiliates pursuant to Section 31(b) of the Investment Company Act of 1940 and the Securities Exchange Act of 1934 relating to these and certain other subjects. The Company is cooperating with the SEC in these matters.

In addition, the SEC and other regulators have conducted or are conducting investigations and examinations of certain of the Company's affiliates relating to various issues, including market timing and late trading of mutual funds and variable insurance products, directed brokerage, revenue-sharing and other arrangements with distributors, and recordkeeping requirements.

As part of an industry wide investigation, state regulators are investigating certain compensation arrangements and other business practices between insurance companies and brokers. The Company and certain of its affiliates have received requests for information from state regulators and are cooperating with respect to these matters.

Litigation

The Company is not aware of any contingent liabilities arising from litigation, income taxes and other matters that could have a material effect upon the financial condition, results of operations or cash flows of the Company.

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

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

18. COMMITMENTS AND CONTINGENCIES (CONTINUED)

Indemnities

In the normal course of its business, the Company has entered into agreements that include indemnities in favor of third parties, such as engagement letters with advisors and consultants, outsourcing agreements, underwriting and agency agreements, information technology agreements, distribution agreements and service agreements. The Company has also agreed to indemnify its directors and certain of its officers and employees in accordance with the Company's by-laws. Due to the nature of these indemnification agreements, it is not possible to estimate the Company's potential liability.

Lease Commitments

The Company leases various facilities and equipment under operating leases with terms of up to 25 years. As of December 31, 2004, minimum future lease payments under such leases were as follows:

2005	$ 6,082
2006	6,059
2007	4,924
2008	1,463
2009	358
Thereafter	41
Total	$ 18,927

Total rental expense for the years ended December 31, 2004, 2003 and 2002 was $16.3 million, $23.6 million and $13.8 million, respectively.

The Company has two noncancelable sublease agreements that expire on December 31, 2007 and March 31, 2008. As of December 31, 2004, the minimum future lease payments under the two sublease agreements were as follows:

2005	$ 683
2006	996
2007	996
2008	249
2009	-
Thereafter	-
Total	$ 2,924

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder of Sun Life Assurance Company of Canada (U.S.)
Wellesley Hills, Massachusetts

We have audited the accompanying consolidated balance sheets of Sun Life Assurance Company of Canada (U.S.) and subsidiaries (the "Company") as of December 31, 2004 and 2003, and the related consolidated statements of operations, comprehensive income, stockholder's equity, and cash flows for each of the three years in the period ended December 31, 2004.  Our audits also included the financial statement schedules listed in the Index at Item 15.  These financial statements and financial statement schedules are the responsibility of the Company's management.  Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Sun Life Assurance Company of Canada (U.S.) and subsidiaries as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

As described in Note 1 to the financial statements, on December 31, 2003, Sun Life Assurance Company of Canada (U.S.) merged with Keyport Life Insurance Company. The companies became affiliates on November 1, 2001 as a result of the acquisition of Keyport Life Insurance Company by Sun Life Assurance Company of Canada (U.S.)'s ultimate parent. The merger of Sun Life Assurance Company of Canada (U.S.) and Keyport Life Insurance Company was accounted for under Statement of Financial Accounting Standards No. 141, "Business Combinations" for transfers of assets among affiliates. Accordingly, the financial statements for all periods prior to December 31, 2003 have been restated to give effect to the merger as of November 1, 2001.

As discussed in Note 1 to the consolidated financial statements, effective January 1, 2004, the Company adopted the provisions of the American Institute of Certified Public Accountants' Statement of Position 03-1, "Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts." As discussed in Note 1 to the consolidated financial statements, effective December 31, 2003, the Company adopted the provisions of FASB Interpretation No. 46, "Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51" and FASB Interpretation No. 46R, Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51" (Revised).

DELOITTE & TOUCHE LLP

Boston, Massachusetts
March 18, 2005

Report of Independent Registered Public Accounting Firm

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII 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 Growth Securities Fund Class 2 Sub-Account, Franklin Templeton VIP International Securities Sub-Account, Franklin Templeton VIP Value Securities Sub-Account, Lord Abbett All Value Portfolio Sub-Account, Lord Abbett Growth & Income Portfolio Sub-Account, Lord Abbett Growth Opportunities Portfolio Sub-Account, Lord Abbett Mid Cap Value Sub-Account, MFS/Sun Life Bond S Class Sub-Account, MFS/Sun Life Bond Series Sub-Account, MFS/Sun Life Capital Appreciation S Class Sub-Account, MFS/Sun Life Capital Appreciation Series Sub-Account, MFS/Sun Life Capital Opportunities S Class Sub-Account, MFS/Sun Life Capital Opportunities Series Sub-Account, MFS/Sun Life Emerging Growth S Class Sub-Account, MFS/Sun Life Emerging Growth Series Sub-Account, MFS/Sun Life Emerging Markets Equity S Class Sub-Account, MFS/Sun Life Emerging Markets Equity Series Sub-Account, MFS/Sun Life Global Asset Allocation S Class Sub-Account, MFS/Sun Life Global Asset Allocation Series Sub-Account, MFS/Sun Life Global Government S Class Sub-Account, MFS/Sun Life Global Government Series Sub-Account, MFS/Sun Life Global Growth S Class Sub-Account, MFS/Sun Life Global Growth Series Sub-Account, MFS/Sun Life Global Telecommunications S Class Sub-Account, MFS/Sun Life Global Telecommunications Series Sub-Account, MFS/Sun Life Global Total Return S Class Sub-Account, MFS/Sun Life Global Total Return Series Sub-Account, MFS/Sun Life Government Securities S Class Sub-Account, MFS/Sun Life Government Securities Series Sub-Account, MFS/Sun Life High Yield S Class Sub-Account, MFS/Sun Life High Yield Series Sub-Account, MFS/Sun Life International Growth S Class Sub-Account, MFS/Sun Life International Growth Series Sub-Account, MFS/Sun Life International Investors Trust S Class Sub-Account, MFS/Sun Life International Investors Trust Series Sub-Account, MFS/Sun Life Managed Sectors S Class Sub-Account, MFS/Sun Life Managed Sectors Series Sub-Account, MFS/Sun Life Massachusetts Investors Growth Stock S Class Sub-Account, MFS/Sun Life Massachusetts Investors Growth Stock Series Sub-Account, MFS/Sun Life Investors Trust S Class Sub-Account, MFS/Sun Life Massachusetts Investors Trust Series Sub-Account, MFS/Sun Life Mid Cap Growth S Class Sub-Account, MFS/Sun Life Mid Cap Growth Series Sub-Account, MFS/Sun Life Mid Cap Value S Class Sub-Account, MFS/Sun Life Money Market S Class Sub-Account, MFS/Sun Life Money Market Series Sub-Account, MFS/Sun Life New Discovery S Class Sub-Account, MFS/Sun Life New Discovery Series Sub-Account, MFS/Sun Life Research S Class Sub-Account, MFS/Sun Life Research Series Sub-Account, MFS/Sun Life Research Growth and Income S Class Sub-Account, MFS/Sun Life Research Growth and Income Series Sub-Account, MFS/Sun Life Research International S Class Sub-Account, MFS/Sun Life Research International Series Sub-Account, MFS/Sun Life Strategic Growth S Class Sub-Account, MFS/Sun Life Strategic Growth Series Sub-Account, MFS/Sun Life Strategic Income S Class Sub-Account, MFS/Sun Life Strategic Income Series Sub-Account, MFS/Sun Life Strategic Value S Class Sub-Account, MFS/Sun Life Technology S Class Sub-Account, MFS/Sun Life Technology Series Sub-Account, MFS/Sun Life Total Return S Class Sub-Account, MFS/Sun Life Total Return Series Sub-Account, MFS/Sun Life Utilities S Class Sub-Account, MFS/Sun Life Utilities Series Sub-Account, MFS/Sun Life Value S Class Sub-Account, MFS/Sun Life Value Series Sub-Account, Oppenheimer Capital Appreciation Sub-Account, Oppenheimer Global Securities Fund Sub-Account, Oppenheimer Main St. Growth & Income Sub-Account, Oppenheimer Main St. Small Cap Growth Sub-Account, PIMCO VIT Emerging Markets Bond Portfolio Sub-Account, PIMCO VIT Low Duration Portfolio Sub-Account, PIMCO VIT Real Return Bond Portfolio Sub-Account, PIMCO VIT Total Return Bond Portfolio Sub-Account, Sun Capital All Cap S Class Sub-Account, Sun Capital Investment Grade Bond S Class Sub-Account, Sun Capital Real Estate Fund S Class 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, 2004, the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended. These financial statements and financial highlights are the responsibility of management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Sub-Accounts are not required to have, nor were we engaged to perform, an audit of their internal controls over financial reporting. Our audit included consideration of internal controls over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Sub-Accounts' internal controls over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2004 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

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

DELOITTE & TOUCHE LLP

Boston, Massachusetts

April 28, 2005

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Condition - December 31, 2004

Assets:
Investment in	Shares		Cost		Value
Franklin Templeton Variable Insurance Products Trust
Mutual Shares Securities Fund (FMS)	948,245	$	14,007,277	$	15,778,800
Templeton Growth Securities Fund Class 2 (FTG)	220,020		2,595,223		2,822,852
Templeton International Securities Fund (FTI)	8,388,139		104,509,956		120,369,789
Franklin Value Securities Fund (FVS)	824,213		10,521,962		12,898,931
Lord Abbett Series Fund, Inc.
All Value Portfolio (LAV)	291,256		3,667,255		4,063,023
Growth & Income Portfolio (LA1)	4,901,072		120,144,382		133,211,136
Growth Opportunities Portfolio (LA9)	1,009,688		12,128,298		13,428,850
Mid-Cap Value (LA2)	1,954,265		35,458,403		40,629,170
MFS/Sun Life Series Trust
Bond S Class (MF7)	6,035,069		71,481,330		72,843,287
Bond Series (BDS)	13,306,627		154,162,957		161,675,515
Capital Appreciation S Class (MFD)	1,725,450		28,263,706		32,973,353
Capital Appreciation Series (CAS)	29,383,481		688,691,729		565,632,007
Capital Opportunities S Class (CO1)	1,259,533		14,420,735		16,688,816
Capital Opportunities Series (COS)	18,460,605		329,982,861		245,526,054
Emerging Growth S Class (MFF)	1,180,281		15,298,999		18,306,166
Emerging Growth Series (EGS)	23,984,234		537,653,419		375,353,258
Emerging Markets Equity S Class (EM1)	392,102		4,611,429		6,301,071
Emerging Markets Equity Series (EME)	3,533,017		38,972,170		57,093,561
Global Asset Allocation S Class (GA1)
Global Asset Allocation Series (GAA)
Global Governments S Class (GG1)	390,975		4,614,232		4,820,718
Global Governments Series (GGS)	4,555,353		52,051,172		56,486,376
Global Growth S Class (GG2)	632,389		5,934,125		7,740,442
Global Growth Series (GGR)	13,427,370		154,188,611		165,290,928
Global Telecommunications S Class (GT1)
Global Telecommunications Series (GTS)
Global Total Return S Class (GT2)	794,942		11,166,938		14,165,859
Global Total Return Series (GTR)	8,965,175		127,443,608		160,566,280
Government Securities S Class (MFK)	12,906,032		171,340,675		169,069,016
Government Securities Series (GSS)	30,909,124		412,464,270		406,764,069
High Yield S Class (MFC)	12,646,557		87,180,589		92,066,936
High Yield Series (HYS)	36,624,681		249,139,420		268,092,666
International Growth S Class (IG1)	1,301,368		12,408,436		17,568,472
International Growth Series (IGS)	8,796,858		93,114,953		119,197,428
International Investors Trust S Class (MI1)	430,512		4,906,433		6,685,849
International Investors Trust Series (MII)	5,275,808		63,181,797		82,197,085
Managed Sectors S Class (MS1)	167,162		2,483,331		2,927,004
Managed Sectors Series (MSS)	7,335,666		197,530,794		129,474,505
Massachusetts Investors Growth Stock S Class (M1B)	8,096,997		67,052,011		75,706,919
Massachusetts Investors Growth Stock Series (MIS)	45,851,390		557,791,644		431,920,095
Massachusetts Investors Trust S Class (MFL)	2,669,362		63,520,164		75,089,144
Massachusetts Investors Trust Series (MIT)	35,156,835		1,146,454,838		993,883,713
Mid Cap Growth S Class (MC1)	7,651,709		36,060,040		44,073,841
Mid Cap Growth Series (MCS)	14,454,806		69,692,367		83,837,871
Mid Cap Value S Class (MCV)	1,930,416		19,509,179		23,975,762
Money Market S Class (MM1)	84,035,443		84,035,443		84,035,443
Money Market Series (MMS)	228,708,252		228,708,252		228,708,252
New Discovery S Class (M1A)	4,005,438		47,253,864		54,153,528
New Discovery Series (NWD)	12,047,414		158,583,462		164,326,729
Research S Class (RE1)	1,577,968		21,045,991		24,900,330
Research Series (RES)	26,211,707		515,718,756		416,241,901

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Condition - December 31, 2004 - continued

Investment in
MFS/Sun Life Series Trust - continued	Shares		Cost		Value
Research Growth and Income S Class (RG1)	692,812	$	7,895,227	$	9,872,571
Research Growth and Income Series (RGS)	5,616,974		70,809,951		80,435,062
Research International S Class (RI1)	4,150,566		48,436,469		59,726,643
Research International Series (RIS)	5,886,182		67,647,141		85,231,922
Strategic Growth S Class (SG1)	5,312,684		36,422,703		40,429,525
Strategic Growth Series (SGS)	5,869,182		44,698,453		45,016,626
Strategic Income S Class (SI1)	2,117,687		22,257,325		24,035,746
Strategic Income Series (SIS)	5,666,316		58,787,208		64,709,325
Strategic Value S Class (SVS)	994,400		9,257,168		11,455,484
Technology S Class (TE1)	875,521		3,247,616		3,633,413
Technology Series (TEC)	5,494,263		22,996,609		23,075,906
Total Return S Class (MFJ)	22,297,195		390,689,807		433,234,490
Total Return Series (TRS)	72,570,816		1,306,313,901		1,418,759,461
Utilities S Class (MFE)	1,561,341		17,651,966		24,247,634
Utilities Series (UTS)	18,285,190		284,857,802		285,431,810
Value S Class (MV1)	7,627,606		97,042,838		117,693,959
Value Series (MVS)	21,423,454		272,526,710		332,277,776
Oppenheimer Variable Account Funds
Capital Appreciation Fund (OCA)	838,725		27,968,990		30,806,364
Global Securities Fund (OGG)	214,862		5,556,214		6,301,890
Main St. Growth and Income Fund (OMG)	5,545,866		106,743,670		114,799,418
Main St. Small Cap Growth Fund (OMS)	511,590		6,813,873		8,170,089
PIMCO Variable Insurance Trust
Emerging Markets Bond Portfolio (PMB)	119,899		1,555,129		1,583,863
Low Duration Portfolio (PLD)	11,520,807		118,764,076		118,664,313
Real Return Bond Portfolio (PRR)	1,808,611		22,807,652		23,367,250
Total Return Bond Portfolio (PTR)	4,697,793		48,899,715		49,373,800
Sun Capital Advisers Trust
All Cap S Class (SSA)	87,332		1,088,463		1,110,866
Investment Grade Bond S Class (IGB)	68,319		684,293		694,126
Real Estate Fund S Class (SRE)	1,045,558		17,505,246		20,994,799
Real Estate Fund (SC3)	965,006		13,993,577		18,344,757
		$	9,985,067,278	$	9,753,041,688
Liability:
Payable to Sponsor					(3,995,902	)
Net Assets				$	9,749,045,786

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	1,146,446	$	15,763,002	$	15,513	$	15,778,515
FTG	185,270		2,822,852				2,822,852
FTI	8,240,520		120,331,036		38,540		120,369,576
FVS	784,791		12,881,995		16,588		12,898,583
Lord Abbett Series Fund, Inc.
LAV	344,432		4,063,023				4,063,023
LA1	8,986,821		133,093,840		117,838		133,211,678
LA9	1,203,674		13,428,325		522		13,428,847
LA2	2,592,930		40,602,342		26,557		40,628,899

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Condition - December 31, 2004 - continued

	Applicable to Owners of				Reserve for
	Deferred Variable Annuity Contracts				Variable
	Units		Value		Annuities		Total
MFS/Sun Life Series Trust
MF7	6,078,648	$	72,831,418	$	11,373	$	72,842,791
BDS	11,381,676		161,190,155		372,009		161,562,164
MFD	3,522,979		32,957,457		14,441		32,971,898
CAS	41,868,827		561,978,547		2,976,564		564,955,111
CO1	1,675,705		16,641,592		45,272		16,686,864
COS	26,220,995		245,263,262		199,706		245,462,968
MFF	1,863,783		18,305,802				18,305,802
EGS	37,868,174		374,457,391		756,918		375,214,309
EM1	340,870		6,301,071				6,301,071
EME	3,707,620		56,820,532		208,985		57,029,517
GA1
GAA
GG1	340,389		4,807,210		12,944		4,820,154
GGS	3,280,149		56,306,287		154,620		56,460,907
GG2	614,351		7,725,273		14,857		7,740,130
GGR	9,885,010		164,531,833		716,545		165,248,378
GT1
GTS
GT2	1,049,400		14,150,110		15,443		14,165,553
GTR	8,363,603		159,449,979		847,511		160,297,490
MFK	15,785,190		168,845,580		223,858		169,069,438
GSS	26,991,543		405,481,815		1,251,386		406,733,201
MFC	7,034,638		91,976,250		90,416		92,066,666
HYS	17,473,238		267,112,458		683,520		267,795,978
IG1	1,328,474		17,567,913				17,567,913
IGS	9,969,224		118,871,107		293,935		119,165,042
MI1	464,476		6,685,849				6,685,849
MII	5,206,659		81,996,204		154,273		82,150,477
MS1	319,540		2,927,004				2,927,004
MSS	10,357,284		128,924,327		480,102		129,404,429
M1B	7,277,585		75,696,225		10,486		75,706,711
MIS	52,900,145		431,474,549		426,073		431,900,622
MFL	7,171,814		75,056,109		31,282		75,087,391
MIT	71,195,865		990,559,052		3,087,013		993,646,065
MC1	4,467,480		44,062,740		10,203		44,072,943
MCS	14,935,080		83,552,689		272,398		83,825,087
MCV	1,649,863		23,974,588		1,152		23,975,740
MM1	8,633,307		83,877,610		160,823		84,038,433
MMS	19,134,186		226,786,685		1,474,131		228,260,816
M1A	4,707,914		54,115,614		36,062		54,151,676
NWD	15,598,558		163,961,580		352,420		164,314,000
RE1	2,212,955		24,888,311		11,517		24,899,828
RES	28,414,936		414,615,802		1,404,378		416,020,180
RG1	905,199		9,872,571				9,872,571
RGS	7,171,116		80,308,816		128,332		80,437,148
RI1	4,045,282		59,726,643				59,726,643
RIS	7,228,881		85,150,659		113,535		85,264,194
SG1	3,351,218		40,427,565		1,925		40,429,490
SGS	7,207,008		44,955,892		53,690		45,009,582
SI1	1,930,592		24,012,075		23,013		24,035,088
SIS	4,922,159		64,582,890		123,727		64,706,617

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Condition - December 31, 2004 - continued

	Applicable to Owners of				Reserve for
	Deferred Variable Annuity Contracts				Variable
	Units		Value		Annuities		Total
MFS/Sun Life Series Trust - continued
SVS	847,507	$	11,455,484	$		$	11,455,484
TE1	482,254		3,633,413				3,633,413
TEC	6,675,608		23,055,951		18,661		23,074,612
MFJ	35,062,662		432,901,724		331,998		433,233,722
TRS	70,122,337		1,411,671,352		6,023,709		1,417,695,061
MFE	1,823,681		24,223,745		22,912		24,246,657
UTS	18,353,815		284,695,344		634,687		285,330,031
MV1	9,411,407		117,658,293		34,494		117,692,787
MVS	22,855,509		331,623,902		636,141		332,260,043
Oppenheimer Variable Account Fund
OCA	2,178,624		30,789,404		16,654		30,806,058
OGG	514,788		6,301,890				6,301,890
OMG	8,686,835		114,767,059		32,129		114,799,188
OMS	489,698		8,170,089				8,170,089
PIMCO Variable Insurance Trust
PMB	96,856		1,583,863				1,583,863
PLD	11,851,375		118,509,772		153,808		118,663,580
PRR	1,942,972		23,367,250				23,367,250
PTR	4,491,441		49,311,369		62,434		49,373,803
Sun Capital Advisers Trust
SSA	99,939		1,110,866				1,110,866
IGB	67,201		694,126				694,126
SRE	1,693,151		20,993,992		803		20,994,795
SC3	1,046,871		18,334,171		10,395		18,344,566
Net Assets		$	9,723,604,565	$	25,441,221	$	9,749,045,786

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Operations - Year Ended December 31, 2004

	FMS			FTG			FTI			FVS
	Sub-Account			Sub-Account (d)			Sub-Account			Sub-Account
Income and Expenses:
Dividend income	$	82,496		$	9,436		$	658,303		$	16,063
Mortality and expense risk charges		(176,799	)		(14,619	)		(1,119,569	)		(146,844	)
Distribution and administrative expense charges		(21,216	)		(1,754	)		(134,348	)		(17,621	)
Net investment income (loss)	$	(115,519	)	$	(6,937	)	$	(595,614	)	$	(148,402	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	216,113		$	(13,169	)	$	537,333		$	478,861
Realized gain distributions
Net realized gains (losses)	$	216,113		$	(13,169	)	$	537,333		$	478,861
Net unrealized appreciation (depreciation) on investments:
End of year	$	1,771,523		$	227,629		$	15,859,833		$	2,376,969
Beginning of year		589,916						2,246,973			758,264
Change in unrealized appreciation (depreciation)	$	1,181,607		$	227,629		$	13,612,860		$	1,618,705
Realized and unrealized gains (losses)	$	1,397,720		$	214,460		$	14,150,193		$	2,097,566
Increase (Decrease) in net assets from operations	$	1,282,201		$	207,523		$	13,554,579		$	1,949,164

	LAV			LA1			LA9			LA2
	Sub-Account (d)			Sub-Account			Sub-Account (d)			Sub-Account
Income and Expenses:
Dividend income	$	13,639		$	1,026,988		$			$	105,183
Mortality and expense risk charges		(31,009	)		(1,344,927	)		(93,864	)		(344,114	)
Distribution and administrative expense charges		(3,721	)		(161,391	)		(11,264	)		(41,294	)
Net investment income (loss)	$	(21,091	)	$	(479,330	)	$	(105,128	)	$	(280,225	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	12,012		$	510,280		$	(13,046	)	$	371,874
Realized gain distributions		679			1,043,947			3,213			535,815
Net realized gains (losses)	$	12,691		$	1,554,227		$	(9,833	)	$	907,689
Net unrealized appreciation (depreciation) on investments:
End of year	$	395,768		$	13,066,754		$	1,300,552		$	5,170,767
Beginning of year					2,920,119						623,897
Change in unrealized appreciation (depreciation)	$	395,768		$	10,146,635		$	1,300,552		$	4,546,870
Realized and unrealized gains (losses)	$	408,459		$	11,700,862		$	1,290,719		$	5,454,559
Increase (Decrease) in net assets from operations	$	387,368		$	11,221,532		$	1,185,591		$	5,174,334

(d) For the period February 2, 2004 (commencement of operations) through December 31, 2004.

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Operations - Year Ended December 31, 2004 - continued

	MF7			BDS			MFD			CAS
	Sub-Account			Sub-Account			Sub-Account			Sub-Account
Income and Expenses:
Dividend income	$	4,174,204		$	10,814,862		$			$	366,842
Mortality and expense risk charges		(1,051,267	)		(2,233,827	)		(422,879	)		(7,159,239	)
Distribution and administrative expense charges		(126,152	)		(268,059	)		(50,745	)		(859,109	)
Net investment income (loss)	$	2,996,785		$	8,312,976		$	(473,624	)	$	(7,651,506	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	676,541		$	4,455,261		$	(205,651	)	$	(165,666,238	)
Realized gain distributions		1,030,941			2,593,964
Net realized gains (losses)	$	1,707,482		$	7,049,225		$	(205,651	)	$	(165,666,238	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	1,361,957		$	7,512,558		$	4,709,647		$	(123,059,722	)
Beginning of year		3,204,169			15,100,388			1,311,808			(346,698,872	)
Change in unrealized appreciation (depreciation)	$	(1,842,212	)	$	(7,587,830	)	$	3,397,839		$	223,639,150
Realized and unrealized gains (losses)	$	(134,730	)	$	(538,605	)	$	3,192,188		$	57,972,912
Increase (Decrease) in net assets from operations	$	2,862,055		$	7,774,371		$	2,718,564		$	50,321,406

	CO1			COS			MFF			EGS
	Sub-Account			Sub-Account			Sub-Account			Sub-Account
Income and Expenses:
Dividend income	$	43,809		$	1,223,841		$			$
Mortality and expense risk charges		(210,141	)		(3,214,363	)		(225,586	)		(4,811,340	)
Distribution and administrative expense charges		(25,217	)		(385,724	)		(27,070	)		(577,361	)
Net investment income (loss)	$	(191,549	)	$	(2,376,246	)	$	(252,656	)	$	(5,388,701	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	6,214		$	(46,955,978	)	$	19,709		$	(100,774,380	)
Realized gain distributions
Net realized gains (losses)	$	6,214		$	(46,955,978	)	$	19,709		$	(100,774,380	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	2,268,081		$	(84,456,807	)	$	3,007,167		$	(162,300,161	)
Beginning of year		494,553			(159,371,392	)		962,305			(308,649,618	)
Change in unrealized appreciation (depreciation)	$	1,773,528		$	74,914,585		$	2,044,862		$	146,349,457
Realized and unrealized gains (losses)	$	1,779,742		$	27,958,607		$	2,064,571		$	45,575,077
Increase (Decrease) in net assets from operations	$	1,588,193		$	25,582,361		$	1,811,915		$	40,186,376

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Operations - Year Ended December 31, 2004 - continued

	EM1			EME			GG1			GGS
	Sub-Account			Sub-Account			Sub-Account			Sub-Account
Income and Expenses:
Dividend income	$	45,894		$	500,817		$	606,337		$	7,144,688
Mortality and expense risk charges		(76,147	)		(626,411	)		(66,618	)		(716,192	)
Distribution and administrative expense charges		(9,138	)		(75,169	)		(7,994	)		(85,943	)
Net investment income (loss)	$	(39,391	)	$	(200,763	)	$	531,725		$	6,342,553
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	623,182		$	3,653,013		$	81,264		$	1,794,247
Realized gain distributions
Net realized gains (losses)	$	623,182		$	3,653,013		$	81,264		$	1,794,247
Net unrealized appreciation (depreciation) on investments:
End of year	$	1,689,642		$	18,121,391		$	206,486		$	4,435,204
Beginning of year		1,006,029			10,181,499			461,829			8,185,147
Change in unrealized appreciation (depreciation)	$	683,613		$	7,939,892		$	(255,343	)	$	(3,749,943	)
Realized and unrealized gains (losses)	$	1,306,795		$	11,592,905		$	(174,079	)	$	(1,955,696	)
Increase (Decrease) in net assets from operations	$	1,267,404		$	11,392,142		$	357,646		$	4,386,857

	GG2			GGR			GT2			GTR
	Sub-Account			Sub-Account			Sub-Account			Sub-Account
Income and Expenses:
Dividend income	$	22,454		$	775,660		$	289,100		$	3,745,040
Mortality and expense risk charges		(103,202	)		(2,063,313	)		(166,539	)		(1,880,353	)
Distribution and administrative expense charges		(12,384	)		(247,598	)		(19,985	)		(225,642	)
Net investment income (loss)	$	(93,132	)	$	(1,535,251	)	$	102,576		$	1,639,045
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	197,035		$	(28,027,686	)	$	282,715		$	1,416,394
Realized gain distributions
Net realized gains (losses)	$	197,035		$	(28,027,686	)	$	282,715		$	1,416,394
Net unrealized appreciation (depreciation) on investments:
End of year	$	1,806,317		$	11,102,317		$	2,998,921		$	33,122,672
Beginning of year		1,006,552			(39,313,333	)		1,553,819			14,411,024
Change in unrealized appreciation (depreciation)	$	799,765		$	50,415,650		$	1,445,102		$	18,711,648
Realized and unrealized gains (losses)	$	996,800		$	22,387,964		$	1,727,817		$	20,128,042
Increase (Decrease) in net assets from operations	$	903,668		$	20,852,713		$	1,830,393		$	21,767,087

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Operations - Year Ended December 31, 2004 - continued

	MFK			GSS			MFC			HYS
	Sub-Account			Sub-Account			Sub-Account			Sub-Account
Income and Expenses:
Dividend income	$	7,922,563		$	25,483,933		$	5,129,955		$	21,347,595
Mortality and expense risk charges		(2,331,379	)		(5,718,745	)		(1,168,272	)		(3,477,142	)
Distribution and administrative expense charges		(279,766	)		(686,249	)		(140,193	)		(417,257	)
Net investment income (loss)	$	5,311,418		$	19,078,939		$	3,821,490		$	17,453,196
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	(586,530	)	$	1,545,702		$	1,891,470		$	(5,872,320	)
Realized gain distributions
Net realized gains (losses)	$	(586,530	)	$	1,545,702		$	1,891,470		$	(5,872,320	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	(2,271,659	)	$	(5,700,201	)	$	4,886,347		$	18,953,246
Beginning of year		(344,582	)		4,875,265			5,350,974			10,364,724
Change in unrealized appreciation (depreciation)	$	(1,927,077	)	$	(10,575,466	)	$	(464,627	)	$	8,588,522
Realized and unrealized gains (losses)	$	(2,513,607	)	$	(9,029,764	)	$	1,426,843		$	2,716,202
Increase (Decrease) in net assets from operations	$	2,797,811		$	10,049,175		$	5,248,333		$	20,169,398

	IG1			IGS			MI1			MII
	Sub-Account			Sub-Account			Sub-Account			Sub-Account
Income and Expenses:
Dividend income	$	59,373		$	602,171		$	36,941		$	486,801
Mortality and expense risk charges		(211,637	)		(1,393,154	)		(76,006	)		(841,596	)
Distribution and administrative expense charges		(25,396	)		(167,178	)		(9,121	)		(100,992	)
Net investment income (loss)	$	(177,660	)	$	(958,161	)	$	(48,186	)	$	(455,787	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	715,708		$	(141,492	)	$	460,587		$	325,828
Realized gain distributions
Net realized gains (losses)	$	715,708		$	(141,492	)	$	460,587		$	325,828
Net unrealized appreciation (depreciation) on investments:
End of year	$	5,160,036		$	26,082,475		$	1,779,416		$	19,015,288
Beginning of year		3,184,500			7,267,193			912,971			2,653,248
Change in unrealized appreciation (depreciation)	$	1,975,536		$	18,815,282		$	866,445		$	16,362,040
Realized and unrealized gains (losses)	$	2,691,244		$	18,673,790		$	1,327,032		$	16,687,868
Increase (Decrease) in net assets from operations	$	2,513,584		$	17,715,629		$	1,278,846		$	16,232,081

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Operations - Year Ended December 31, 2004 - continued

	MS1			MSS			M1B			MIS
	Sub-Account			Sub-Account			Sub-Account			Sub-Account
Income and Expenses:
Dividend income	$			$	57,900		$			$	295,176
Mortality and expense risk charges		(39,048	)		(1,684,715	)		(1,012,893	)		(5,629,601	)
Distribution and administrative expense charges		(4,686	)		(202,166	)		(121,547	)		(675,552	)
Net investment income (loss)	$	(43,734	)	$	(1,828,981	)	$	(1,134,440	)	$	(6,009,977	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	(2,317	)	$	(45,397,518	)	$	(52,751	)	$	(63,483,654	)
Realized gain distributions
Net realized gains (losses)	$	(2,317	)	$	(45,397,518	)	$	(52,751	)	$	(63,483,654	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	443,673		$	(68,056,289	)	$	8,654,908		$	(125,871,549	)
Beginning of year		264,740			(121,461,292	)		2,369,813			(227,431,510	)
Change in unrealized appreciation (depreciation)	$	178,933		$	53,405,003		$	6,285,095		$	101,559,961
Realized and unrealized gains (losses)	$	176,616		$	8,007,485		$	6,232,344		$	38,076,307
Increase (Decrease) in net assets from operations	$	132,882		$	6,178,504		$	5,097,904		$	32,066,330

	MFL			MIT			MC1			MCS
	Sub-Account			Sub-Account			Sub-Account			Sub-Account
Income and Expenses:
Dividend income	$	590,521		$	10,234,466		$			$
Mortality and expense risk charges		(975,915	)		(12,618,262	)		(602,530	)		(1,054,579	)
Distribution and administrative expense charges		(117,110	)		(1,514,191	)		(72,304	)		(126,549	)
Net investment income (loss)	$	(502,504	)	$	(3,897,987	)	$	(674,834	)	$	(1,181,128	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(56,806	)	$	(71,452,034	)	$	101,715		$	(5,025,767	)
Realized gain distributions
Net realized gains (losses)	$	(56,806	)	$	(71,452,034	)	$	101,715		$	(5,025,767	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	11,568,980		$	(152,571,125	)	$	8,013,801		$	14,145,504
Beginning of year		4,278,417			(323,249,011	)		2,811,052			(1,369,124	)
Change in unrealized appreciation (depreciation)	$	7,290,563		$	170,677,886		$	5,202,749		$	15,514,628
Realized and unrealized gains (losses)	$	7,233,757		$	99,225,852		$	5,304,464		$	10,488,861
Increase (Decrease) in net assets from operations	$	6,731,253		$	95,327,865		$	4,629,630		$	9,307,733

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Operations - Year Ended December 31, 2004 - continued

	MCV			MM1			MMS			M1A
	Sub-Account			Sub-Account			Sub-Account			Sub-Account
Income and Expenses:
Dividend income	$	770		$	509,273		$	2,237,312		$
Mortality and expense risk charges		(317,080	)		(1,264,118	)		(3,568,062	)		(571,089	)
Distribution and administrative expense charges		(38,050	)		(151,694	)		(428,167	)		(68,531	)
Net investment income (loss)	$	(354,360	)	$	(906,539	)	$	(1,758,917	)	$	(639,620	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	959,515		$			$			$	119,535
Realized gain distributions		448,397
Net realized gains (losses)	$	1,407,912		$			$			$	119,535
Net unrealized appreciation (depreciation) on investments:
End of year	$	4,466,583		$			$			$	6,899,664
Beginning of year		1,823,729									3,102,813
Change in unrealized appreciation (depreciation)	$	2,642,854		$			$			$	3,796,851
Realized and unrealized gains (losses)	$	4,050,766		$			$			$	3,916,386
Increase (Decrease) in net assets from operations	$	3,696,406		$	(906,539	)	$	(1,758,917	)	$	3,276,766

	NWD			RE1			RES			RG1
	Sub-Account			Sub-Account			Sub-Account			Sub-Account
Income and Expenses:
Dividend income	$			$	153,961		$	3,896,572		$	42,921
Mortality and expense risk charges		(2,162,055	)		(289,203	)		(5,273,302	)		(124,224	)
Distribution and administrative expense charges		(259,447	)		(34,704	)		(632,796	)		(14,907	)
Net investment income (loss)	$	(2,421,502	)	$	(169,946	)	$	(2,009,526	)	$	(96,210	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(8,962,200	)	$	188,535		$	(53,492,425	)	$	100,384
Realized gain distributions
Net realized gains (losses)	$	(8,962,200	)	$	188,535		$	(53,492,425	)	$	100,384
Net unrealized appreciation (depreciation) on investments:
End of year	$	5,743,267		$	3,854,339		$	(99,476,855	)	$	1,977,344
Beginning of year		(14,075,333	)		1,046,447			(209,629,537	)		875,440
Change in unrealized appreciation (depreciation)	$	19,818,600		$	2,807,892		$	110,152,682		$	1,101,904
Realized and unrealized gains (losses)	$	10,856,400		$	2,996,427		$	56,660,257		$	1,202,288
Increase (Decrease) in net assets from operations	$	8,434,898		$	2,826,481		$	54,650,731		$	1,106,078

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Operations - Year Ended December 31, 2004 - continued

	RGS			RI1			RIS			SG1
	Sub-Account			Sub-Account			Sub-Account			Sub-Account
Income and Expenses:
Dividend income	$	508,899		$	157,617		$	364,944		$
Mortality and expense risk charges		(983,395	)		(668,897	)		(990,515	)		(571,861	)
Distribution and administrative expense charges		(118,007	)		(80,268	)		(118,862	)		(68,623	)
Net investment income (loss)	$	(592,503	)	$	(591,548	)	$	(744,433	)	$	(640,484	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	(146,072	)	$	1,184,242		$	(263,263	)	$	341,221
Realized gain distributions
Net realized gains (losses)	$	(146,072)		$	1,184,242		$	(263,263	)	$	341,221
Net unrealized appreciation (depreciation) on investments:
End of year	$	9,625,111		$	11,290,174		$	17,584,781		$	4,006,822
Beginning of year		(417,487	)		3,567,474			2,758,986			1,934,781
Change in unrealized appreciation (depreciation)	$	10,042,598		$	7,722,700		$	14,825,795		$	2,072,041
Realized and unrealized gains (losses)	$	9,896,526		$	8,906,942		$	14,562,532		$	2,413,262
Increase (Decrease) in net assets from operations	$	9,304,023		$	8,315,394		$	13,818,099		$	1,772,778

	SGS			SI1			SIS			SVS
	Sub-Account			Sub-Account			Sub-Account			Sub-Account
Income and Expenses:
Dividend income	$			$	1,397,060		$	3,113,326		$	22,653
Mortality and expense risk charges		(593,795	)		(356,598	)		(836,358	)		(147,261	)
Distribution and administrative expense charges		(71,255	)		(42,792	)		(100,363	)		(17,671	)
Net investment income (loss)	$	(665,050	)	$	997,670		$	2,176,605		$	(142,279	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	(4,127,724	)	$	(125,834	)	$	1,549,825		$	291,347
Realized gain distributions											197,940
Net realized gains (losses)	$	(4,127,724	)	$	(125,834	)	$	1,549,825		$	489,287
Net unrealized appreciation (depreciation) on investments:
End of year	$	318,173		$	1,778,421		$	5,922,117		$	2,198,316
Beginning of year		(6,547,129	)		1,464,568			5,620,937			1,039,435
Change in unrealized appreciation (depreciation)	$	6,865,302		$	313,853		$	301,180		$	1,158,881
Realized and unrealized gains (losses)	$	2,737,578		$	188,019		$	1,851,005		$	1,648,168
Increase (Decrease) in net assets from operations	$	2,072,528		$	1,185,689		$	4,027,610		$	1,505,889

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Operations - Year Ended December 31, 2004 - continued

	TE1			TEC			MFJ			TRS
	Sub-Account			Sub-Account			Sub-Account			Sub-Account
Income and Expenses:
Dividend income	$			$			$	6,967,485		$	35,498,959
Mortality and expense risk charges		(51,308	)		(328,192	)		(4,853,909	)		(17,675,407	)
Distribution and administrative expense charges		(6,157	)		(39,383	)		(582,469	)		(2,121,049	)
Net investment income (loss)	$	(57,465	)	$	(367,575	)	$	1,531,107		$	15,702,503
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	34,555		$	(663,384	)	$	2,407,433		$	(20,020,396	)
Realized gain distributions
Net realized gains (losses)	$	34,555		$	(663,384	)	$	2,407,433		$	(20,020,396	)
Net unrealized appreciation (depreciation) on investments:
End of year	$	385,797		$	79,297		$	42,544,683		$	112,445,560
Beginning of year		401,587			(732,893	)		13,743,129			(24,572,983	)
Change in unrealized appreciation (depreciation)	$	(15,790	)	$	812,190		$	28,801,554		$	137,018,543
Realized and unrealized gains (losses)	$	18,765		$	148,806		$	31,208,987		$	116,998,147
Increase (Decrease) in net assets from operations	$	(38,700	)	$	(218,769	)	$	32,740,094		$	132,700,650

	MFE			UTS			MV1			MVS
	Sub-Account			Sub-Account			Sub-Account			Sub-Account
Income and Expenses:
Dividend income	$	333,655		$	4,993,078		$	1,127,465		$	4,007,357
Mortality and expense risk charges		(265,252	)		(3,248,522	)		(1,458,870	)		(3,977,713	)
Distribution and administrative expense charges		(31,830	)		(389,823	)		(175,064	)		(477,326	)
Net investment income (loss)	$	36,573		$	1,354,733		$	(506,469	)	$	(447,682	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	482,410		$	(15,998,478	)	$	1,801,920		$	3,245,993
Realized gain distributions
Net realized gains (losses)	$	482,410		$	(15,998,478	)	$	1,801,920		$	3,245,993
Net unrealized appreciation (depreciation) on investments:
End of year	$	6,595,668		$	574,008		$	20,651,121		$	59,751,066
Beginning of year		2,007,051			(79,717,930	)		8,677,268			21,706,517
Change in unrealized appreciation (depreciation)	$	4,588,617		$	80,291,938		$	11,973,853		$	38,044,549
Realized and unrealized gains (losses)	$	5,071,027		$	64,293,460		$	13,775,773		$	41,290,542
Increase (Decrease) in net assets from operations	$	5,107,600		$	65,648,193		$	13,269,304		$	40,842,860

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Operations - Year Ended December 31, 2004 - continued

	OCA			OGG			OMG			OMS
	Sub-Account			Sub-Account (d)			Sub-Account			Sub-Account
Income and Expenses:
Dividend income	$	57,519		$	2,413		$	132,646		$
Mortality and expense risk charges		(455,500	)		(39,369	)		(917,971	)		(92,581	)
Distribution and administrative expense charges		(54,660	)		(4,724	)		(110,156	)		(11,110	)
Net investment income (loss)	$	(452,641	)	$	(41,680	)	$	(895,481	)	$	(103,691	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	480,811		$	3,887		$	153,319		$	284,044
Realized gain distributions
Net realized gains (losses)	$	480,811		$	3,887		$	153,319		$	284,044
Net unrealized appreciation (depreciation) on investments:
End of year	$	2,837,374		$	745,676		$	8,055,748		$	1,356,216
Beginning of year		1,582,400						627,091			504,369
Change in unrealized appreciation (depreciation)	$	1,254,974		$	745,676		$	7,428,657		$	851,847
Realized and unrealized gains (losses)	$	1,735,785		$	749,563		$	7,581,976		$	1,135,891
Increase (Decrease) in net assets from operations	$	1,283,144		$	707,883		$	6,686,495		$	1,032,200

	PMB				PLD		PRR			PTR
	Sub-Account (d)				Sub-Account (d)		Sub-Account			Sub-Account
Income and Expenses:
Dividend income	$	28,760		$	790,014		$	179,126		$	851,043
Mortality and expense risk charges		(11,140	)		(946,760	)		(282,060	)		(761,025	)
Distribution and administrative expense charges		(1,337	)		(113,611	)		(33,847	)		(91,323	)
Net investment income (loss)	$	16,283		$	(270,357	)	$	(136,781	)	$	(1,305	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sale of fund shares	$	3,584		$	(3,502	)	$	134,980		$	14,980
Realized gain distributions		77,774			343,364			684,377			695,052
Net realized gains (losses)	$	81,358		$	339,862		$	819,357		$	710,032
Net unrealized appreciation (depreciation) on investments:
End of year	$	28,734		$	(99,763	)	$	559,598		$	474,085
Beginning of year								61,629			4,071
Change in unrealized appreciation (depreciation)	$	28,734		$	(99,763	)	$	497,969		$	470,014
Realized and unrealized gains (losses)	$	110,092		$	240,099		$	1,317,326		$	1,180,046
Increase (Decrease) in net assets from operations	$	126,375		$	(30,258	)	$	1,180,545		$	1,178,741

(d) For the period February 2, 2004 (commencement of operations) through December 31, 2004.

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Operations - Year Ended December 31, 2004 - continued

	SSA			IGB			SRE			SC3
	Sub-Account (d)			Sub-Account (d)			Sub-Account (d)			Sub-Account
Income and Expenses:
Dividend income	$	292		$	19,039		$			$	270,466
Mortality and expense risk charges		(4,647	)		(6,667	)		(144,706	)		(275,793	)
Distribution and administrative expense charges		(558	)		(800	)		(17,365	)		(33,095	)
Net investment income (loss)	$	(4,913	)	$	11,572		$	(162,071	)	$	(38,422	)
Realized and Unrealized gains (losses):
Realized gains (losses) on investment transactions:
Realized gains (losses) on sales of fund shares	$	1,635		$	(12,804	)	$	117,675		$	840,012
Realized gain distributions		82,286									618,656
Net realized gains (losses)	$	83,921		$	(12,804	)	$	117,675		$	1,458,668
Net unrealized appreciation (depreciation) on investments:
End of year	$	22,403		$	9,833		$	3,489,553		$	4,351,180
Beginning of year											1,307,386
Change in unrealized appreciation (depreciation)	$	22,403		$	9,833		$	3,489,553		$	3,043,794
Realized and unrealized gains (losses)	$	106,324		$	(2,971	)	$	3,607,228		$	4,502,462
Increase (Decrease) in net assets from operations	$	101,411		$	8,601		$	3,445,157		$	4,464,040

(d) For the period February 2, 2004 (commencement of operations) through December 31, 2004.

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets

	FMS						FTG				FTI						FVS						LAV
	Sub-Account						Sub-Account				Sub-Account						Sub-Account						Sub-Account
	Year Ended			Year Ended			Period Ended			Year Ended	Year Ended			Year Ended			Year Ended				Year Ended		Period Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,	December 31,			December 31,			December 31,				December 31,		December 31,			December 31,
	2004			2003			2004 (d)			2003	2004			2003			2004				2003		2004 (d)			2003
Operations:
Net investment income (loss)	$	(115,519	)	$	(20,398	)	$	(6,937	)	$	$	(595,614	)	$	(64,148	)	$	(148,402	)	$	(32,544	)	$	(21,091	)	$
Net realized gains (losses)		216,113			28,050			(13,169	)			537,333			238,285			478,861			45,404			12,691
Net unrealized gains (losses)		1,181,607			588,526			227,629				13,612,860			2,255,750			1,618,705			754,090			395,768
Increase (Decrease) in net assets from
operations	$	1,282,201		$	596,178		$	207,523		$	$	13,554,579		$	2,429,887		$	1,949,164		$	766,950		$	387,368		$
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	7,752,604		$	3,647,370		$	2,066,842		$	$	82,454,179		$	16,524,766		$	4,118,798		$	2,932,874		$	2,989,712		$
Net transfers between Sub-Accounts and
Fixed Account		1,265,879			1,585,438			638,998				5,968,980			2,146,624			1,979,716			1,585,863			867,326
Withdrawals, surrenders, annuitizations and
contract charges		(630,766	)		(76,205	)		(90,511	)			(3,411,699	)		(373,009	)		(611,300	)		(32,864	)		(181,383	)
Net accumulation activity	$	8,387,717		$	5,156,603		$	2,615,329		$	$	85,011,460		$	18,298,381		$	5,487,214		$	4,485,873		$	3,675,655		$
Annuitization Activity:
Annuitizations	$			$			$			$	$	25,547		$	2,118		$			$			$			$
Annuity payments and contract charges		(1,858	)									(2,164	)					(1,908	)		(289	)
Net transfers between Sub-Accounts
Adjustments to annuity reserves		(270	)		(15	)						(213	)		(8	)		(300	)		(48	)
Net annuitization activity	$	(2,128	)	$	(15	)	$			$	$	23,170		$	2,110		$	(2,208	)	$	(337	)	$			$
Increase (Decrease) in net assets from contract
owner transactions	$	8,385,589		$	5,156,588		$	2,615,329		$	$	85,034,630		$	18,300,491		$	5,485,006		$	4,485,536		$	3,675,655		$
Increase (Decrease) in net assets	$	9,667,790		$	5,752,766		$	2,822,852		$	$	98,589,209		$	20,730,378		$	7,434,170		$	5,252,486		$	4,063,023		$
Net Assets:
Beginning of year	$	6,110,725		$	357,959		$			$	$	21,780,367		$	1,049,989		$	5,464,413		$	211,927		$			$
End of year	$	15,778,515		$	6,110,725		$	2,822,852		$	$	120,369,576		$	21,780,367		$	12,898,583		$	5,464,413		$	4,063,023		$
Unit Transactions:
Beginning of year		489,937			35,337							1,734,535			109,241			403,105			20,281
Purchased		613,216			323,635			147,480				6,407,116			1,456,936			287,770			251,869			281,264
Transferred between Sub-Accounts and Fixed
Accumulation Account		97,045			140,516			44,203				454,736			203,272			136,422			138,384			81,329
Withdrawn, Surrendered and Annuitized		(53,752	)		(9,551	)		(6,413	)			(355,867	)		(34,914	)		(42,506	)		(7,429	)		(18,161	)
End of year		1,146,446			489,937			185,270				8,240,520			1,734,535			784,791			403,105			344,432

(d) For the period February 2, 2004 (commencement of operations) through December 31, 2004.

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	LA1						LA9				LA2						MF7						BDS
	Sub-Account						Sub-Account				Sub-Account						Sub-Account						Sub-Account
	Year Ended			Year Ended			Period Ended			Year Ended	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2004			2003			2004 (d)			2003	2004			2003			2004			2003			2004			2003
Operations:
Net investment income (loss)	$	(479,330	)	$	10,404		$	(105,128	)	$	$	(280,225	)	$	(19,041)		$	2,996,785		$	1,335,494		$	8,312,976		$	7,767,809
Net realized gains (losses)		1,554,227			142,330			(9,833	)			907,689			106,983			1,707,482			660,308			7,049,225			6,639,020
Net unrealized gains (losses)		10,146,635			2,927,014			1,300,552				4,546,870			623,926			(1,842,212	)		1,545,020			(7,587,830	)		2,070,127
Increase (Decrease) in net assets from
operations	$	11,221,532		$	3,079,748		$	1,185,591		$	$	5,174,334		$	711,868		$	2,862,055		$	3,540,822		$	7,774,371		$	16,476,956
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	85,121,547		$	25,571,537		$	10,727,145		$	$	26,550,632		$	2,989,218		$	14,481,293		$	21,926,307		$	1,557,179		$	1,904,336
Net transfers between Sub-Accounts and
Fixed Account		8,489,923			5,923,775			1,697,219				4,320,114			2,851,972			(3,853,406	)		7,707,102			(13,148,422	)		428,448
Withdrawals, surrenders, annuitizations and
contract charges		(4,992,764	)		(1,669,622	)		(181,547	)			(1,107,810	)		(1,151,652	)		(6,439,449	)		(4,219,442	)		(31,376,197	)		(31,188,504	)
Net accumulation activity	$	88,618,706		$	29,825,690		$	12,242,817		$	$	29,762,936		$	4,689,538		$	4,188,438		$	25,413,967		$	(42,967,440	)	$	(28,855,720	)
Annuitization Activity:
Annuitizations	$	106,117		$	3,232		$	478		$	$	8,547		$			$			$			$	34,585		$
Annuity payments and contract charges		(2,512	)					(36	)			(2,234	)					(1,744	)		(1,786	)		(89,607	)		(92,287	)
Net transfers between Sub-Accounts
Adjustments to annuity reserves		544			(1	)		(3	)			(256	)		(15	)		(194	)		(202	)		1,350			(15,157	)
Net annuitization activity	$	104,149		$	3,231		$	439		$	$	6,057		$	(15	)	$	(1,938	)	$	(1,988	)	$	(53,672	)	$	(107,444	)
Increase (Decrease) in net assets from contract
owner transactions	$	88,722,855		$	29,828,921		$	12,243,256		$	$	29,768,993		$	4,689,523		$	4,186,500		$	25,411,979		$	(43,021,112	)	$	(28,963,164	)
Increase (Decrease) in net assets	$	99,944,387		$	32,908,669		$	13,428,847		$	$	34,943,327		$	5,401,391		$	7,048,555		$	28,952,801		$	(35,246,741	)	$	(12,486,208	)
Net Assets:
Beginning of year	$	33,267,291		$	358,622		$			$	$	5,685,572		$	284,181		$	65,794,236		$	36,841,435		$	196,808,905		$	209,295,113
End of year	$	133,211,678		$	33,267,291		$	13,428,847		$	$	40,628,899		$	5,685,572		$	72,842,791		$	65,794,236		$	161,562,164		$	196,808,905
Unit Transactions:
Beginning of year		2,488,679			33,508							437,574			26,664			5,706,413			3,399,082			14,515,463			16,672,091
Purchased		6,368,915			2,098,298			1,072,772				1,951,989			259,611			1,279,840			1,993,808			114,441			227,142
Transferred between Sub-Accounts and Fixed
Accumulation Account		597,587			497,973			166,816				308,834			251,182			(344,845	)		692,407			(1,018,109	)		(10,686	)
Withdrawn, Surrendered and Annuitized		(468,360	)		(141,100	)		(35,914	)			(105,467	)		(99,883	)		(562,760	)		(378,884	)		(2,230,119	)		(2,373,084	)
End of year		8,986,821			2,488,679			1,203,674				2,592,930			437,574			6,078,648			5,706,413			11,381,676			14,515,463

(d) For the period February 2, 2004 (commencement of operations) through December 31, 2004.

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	MFD						CAS						CO1						COS						MFF
	Sub-Account						Sub-Account						Sub-Account						Sub-Account						Sub-Account
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2004			2003			2004			2003			2004			2003			2004			2003			2004			2003
Operations:
Net investment income (loss)	$	(473,624	)	$	(367,637	)	$	(7,651,506	)	$	(7,950,897	)	$	(191,549	)	$	(168,526	)	$	(2,376,246	)	$	(2,660,172	)	$	(252,656	)	$	(178,070	)
Net realized gains (losses)		(205,651	)		(847,905	)		(165,666,238	)		(234,919,917	)		6,214			(549,050	)		(46,955,978	)		(62,951,165	)		19,709			(731,554	)
Net unrealized gains (losses)		3,397,839			6,918,599			223,639,150			378,358,329			1,773,528			3,639,232			74,914,585			122,855,311			2,044,862			3,850,506
Increase (Decrease) in net assets from
operations	$	2,718,564		$	5,703,057		$	50,321,406		$	135,487,515		$	1,588,193		$	2,921,656		$	25,582,361		$	57,243,974		$	1,811,915		$	2,940,882
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	576,504		$	3,018,224		$	4,179,630		$	4,193,618		$	1,760,316		$	1,628,113		$	2,205,376		$	2,192,992		$	2,066,059		$	1,745,526
Net transfers between Sub-Accounts and
Fixed Account		2,412,547			2,274,790			(10,118,032	)		(7,805,303	)		(436,826	)		734,234			(13,087,584	)		(14,408,298	)		1,072,544			933,368
Withdrawals, surrenders, annuitizations and
contract charges		(2,776,581	)		(1,421,880	)		(91,167,827	)		(79,430,083	)		(1,270,623	)		(1,092,338)			(35,085,011	)		(27,513,025	)		(1,161,319	)		(848,036	)
Net accumulation activity	$	212,470		$	3,871,134		$	(97,106,229	)	$	(83,041,768	)	$	52,867		$	1,270,009		$	(45,967,219	)	$	(39,728,331	)	$	1,977,284		$	1,830,858
Annuitization Activity:
Annuitizations	$			$	3,338		$	105,201		$	200,175		$			$			$	12,431		$	6,787		$			$
Annuity payments and contract charges		(4,070	)		(1,844	)		(541,413	)		(518,378	)		(6,541	)		(5,917)			(101,413	)		(84,568	)		(904	)		(87	)
Net transfers between Sub-Accounts
Adjustments to annuity reserves		(1,001	)		(284	)		(83,649	)		(166,472	)		(838	)		(806)			(16,242	)		(15,523	)		(307	)		(21	)
Net annuitization activity	$	(5,071	)	$	1,210		$	(519,861	)	$	(484,675	)	$	(7,379	)	$	(6,723)		$	(105,224	)	$	(93,304	)	$	(1,211	)	$	(108	)
Increase (Decrease) in net assets from contract
owner transactions	$	207,399		$	3,872,344		$	(97,626,090	)	$	(83,526,443	)	$	45,488		$	1,263,286		$	(46,072,443	)	$	(39,821,635	)	$	1,976,073		$	1,830,750
Increase (Decrease) in net assets	$	2,925,963		$	9,575,401		$	(47,304,684	)	$	51,961,072		$	1,633,681		$	4,184,942		$	(20,490,082	)	$	17,422,339		$	3,787,988		$	4,771,632
Net Assets:
Beginning of year	$	30,045,935		$	20,470,534		$	612,259,795		$	560,298,723		$	15,053,183		$	10,868,241		$	265,953,050		$	248,530,711		$	14,517,814		$	9,746,182
End of year	$	32,971,898		$	30,045,935		$	564,955,111		$	612,259,795		$	16,686,864		$	15,053,183		$	245,462,968		$	265,953,050		$	18,305,802		$	14,517,814
Unit Transactions:
Beginning of year		3,536,749			3,163,343			47,654,629			53,276,821			1,740,370			1,659,796			31,162,190			36,579,889			1,705,653			1,550,123
Purchased		51,523			313,159			360,391			415,143			137,008			162,114			267,119			345,990			165,073			178,806
Transferred between Sub-Accounts and Fixed
Accumulation Account		256,549			257,127			(126,314	)		(50,073	)		(58,994	)		71,586			(1,692,883	)		(2,369,985	)		120,554			97,589
Withdrawn, Surrendered and Annuitized		(321,842	)		(196,880	)		(6,019,879	)		(5,987,262	)		(142,679	)		(153,126	)		(3,515,431	)		(3,393,704	)		(127,497	)		(120,865	)
End of year		3,522,979			3,536,749			41,868,827			47,654,629			1,675,705			1,740,370			26,220,995			31,162,190			1,863,783			1,705,653

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	EGS						EM1						EME						GA1				GAA
	Sub-Account						Sub-Account						Sub-Account						Sub-Account				Sub-Account
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended	Year Ended			Year Ended	Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,	December 31,			December 31,	December 31,
	2004			2003			2004			2003			2004			2003			2004 (#)	2003			2004 (#)	2003
Operations:
Net investment income (loss)	$	(5,388,701	)	$	(5,415,922	)	$	(39,391	)	$	(31,645	)	$	(200,763	)	$	(272,979	)	$	$	49,503		$	$	1,617,672
Net realized gains (losses)		(100,774,380	)		(101,219,588	)		623,182			119,481			3,653,013			(817,300	)			60,377				(15,359,513	)
Net unrealized gains (losses)		146,349,457			204,634,045			683,613			1,149,180			7,939,892			15,089,756				96,501				19,648,223
Increase (Decrease) in net assets from
operations	$	40,186,376		$	97,998,535		$	1,267,404		$	1,237,016		$	11,392,142		$	13,999,477		$	$	206,381		$	$	5,906,382
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	3,115,872		$	2,936,811		$	105,775		$	254,940		$	532,851		$	209,048		$	$	212,082		$	$	301,916
Net transfers between Sub-Accounts and
Fixed Account		(15,805,939	)		(14,283,946	)		546,069			1,804,172			6,290,091			5,416,603				(2,264,878	)			(60,738,729	)
Withdrawals, surrenders, annuitizations and
contract charges		(59,409,865	)		(49,535,582	)		(601,684	)		(349,553	)		(7,306,305	)		(3,505,503	)			(27,805	)			(6,206,026	)
Net accumulation activity	$	(72,099,932	)	$	(60,882,717	)	$	50,160		$	1,709,559		$	(483,363	)	$	2,120,148		$	$	(2,080,601	)	$	$	(66,642,839	)
Annuitization Activity:
Annuitizations	$	37,732		$	81,703		$			$			$			$	10,773		$	$			$	$	9,381
Annuity payments and contract charges		(246,672	)		(225,507	)								(32,905	)		(18,096	)							(70,537	)
Net transfers between Sub-Accounts
Adjustments to annuity reserves		(39,518	)		(33,709	)								(17,320	)		(17,971	)							43,303
Net annuitization activity	$	(248,458	)	$	(177,513	)	$			$			$	(50,225	)	$	(25,294	)	$	$			$	$	(17,853	)
Increase (Decrease) in net assets from contract
owner transactions	$	(72,348,390	)	$	(61,060,230	)	$	50,160		$	1,709,559		$	(533,588	)	$	2,094,854		$	$	(2,080,601	)	$	$	(66,660,692	)
Increase (Decrease) in net assets	$	(32,162,014	)	$	36,938,305		$	1,317,564		$	2,946,575		$	10,858,554		$	16,094,331		$	$	(1,874,220	)	$	$	(60,754,310	)
Net Assets:
Beginning of year	$	407,376,323		$	370,438,018		$	4,983,507		$	2,036,932		$	46,170,963		$	30,076,632		$	$	1,874,220		$	$	60,754,310
End of year	$	375,214,309		$	407,376,323		$	6,301,071		$	4,983,507		$	57,029,517		$	46,170,963		$	$			$	$
Unit Transactions:
Beginning of year		44,118,674			50,696,788			336,533			204,949			3,765,936			3,685,145				210,153				4,636,581
Purchased		377,403			413,759			7,196			23,135			40,463			26,194				22,316				17,039
Transferred between Sub-Accounts and Fixed
Accumulation Account		(1,408,509	)		(1,949,879	)		34,626			138,188			458,009			429,194				(229,409	)			(4,199,824	)
Withdrawn, Surrendered and Annuitized		(5,219,394	)		(5,041,994	)		(37,485	)		(29,739	)		(556,788	)		(374,597	)			(3,060	)			(453,796	)
End of year		37,868,174			44,118,674			340,870			336,533			3,707,620			3,765,936

(#) Fund closed in prior year

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	GG1						GGS						GG2						GGR						GT1
	Sub-Account						Sub-Account						Sub-Account						Sub-Account						Sub-Account
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended	Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,	December 31,
	2004			2003			2004			2003			2004			2003			2004			2003			2004 (#)	2003
Operations:
Net investment income (loss)	$	531,725		$	213,850		$	6,342,553		$	2,542,593		$	(93,132	)	$	(60,187	)	$	(1,535,251	)	$	(1,455,863	)	$	$	(4,456	)
Net realized gains (losses)		81,264			248,122			1,794,247			3,335,761			197,035			68,400			(28,027,686	)		(42,479,223	)			(13,354	)
Net unrealized gains (losses)		(255,343	)		187,457			(3,749,943	)		2,362,200			799,765			1,440,721			50,415,650			89,840,927				112,882
Increase (Decrease) in net assets from
operations	$	357,646		$	649,429		$	4,386,857		$	8,240,554		$	903,668		$	1,448,934		$	20,852,713		$	45,905,841		$	$	95,072
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	80,546		$	706,993		$	277,843		$	371,573		$	341,983		$	1,067,217		$	1,142,741		$	1,056,774		$	$	36,480
Net transfers between Sub-Accounts and
Fixed Account		(609,441	)		558,099			(574,741	)		681,462			487,074			809,598			(2,128,845	)		(6,471,189	)			(491,415	)
Withdrawals, surrenders, annuitizations and
contract charges		(355,915	)		(532,878	)		(9,314,460	)		(12,215,073	)		(768,686	)		(260,799	)		(30,248,355	)		(22,419,923	)			(13,119	)
Net accumulation activity	$	(884,810	)	$	732,214		$	(9,611,358	)	$	(11,162,038	)	$	60,371		$	1,616,016		$	(31,234,459	)	$	(27,834,338	)	$	$	(468,054	)
Annuitization Activity:
Annuitizations	$			$			$	1,469		$	33,967		$			$			$	44,978		$	74,318		$	$
Annuity payments and contract charges		(1,882	)		(1,878	)		(52,518	)		(79,101	)		(1,758	)		(278	)		(139,373	)		(117,175	)
Net transfers between Sub-Accounts
Adjustments to annuity reserves		(233	)		(227	)		(2,347	)		(4,146	)		(265	)		(47	)		(26,742	)		(143	)
Net annuitization activity	$	(2,115	)	$	(2,105	)	$	(53,396	)	$	(49,280	)	$	(2,023	)	$	(325	)	$	(121,137	)	$	(43,000	)	$	$
Increase (Decrease) in net assets from contract
owner transactions	$	(886,925	)	$	730,109		$	(9,664,754	)	$	(11,211,318	)	$	58,348		$	1,615,691		$	(31,355,596	)	$	(27,877,338	)	$	$	(468,054	)
Increase (Decrease) in net assets	$	(529,279	)	$	1,379,538		$	(5,277,897	)	$	(2,970,764	)	$	962,016		$	3,064,625		$	(10,502,883	)	$	18,028,503		$	$	(372,982	)
Net Assets:
Beginning of year	$	5,349,433		$	3,969,895		$	61,738,804		$	64,709,568		$	6,778,114		$	3,713,489		$	175,751,261		$	157,722,758		$	$	372,982
End of year	$	4,820,154		$	5,349,433		$	56,460,907		$	61,738,804		$	7,740,130		$	6,778,114		$	165,248,378		$	175,751,261		$	$
Unit Transactions:
Beginning of year		408,658			344,004			3,854,620			4,610,834			615,859			468,329			11,683,281			13,695,036				66,336
Purchased		5,691			60,171			19,287			26,436			27,022			99,074			89,520			92,200				4,821
Transferred between Sub-Accounts and Fixed
Accumulation Account		(46,854	)		48,386			(40,908	)		22,631			37,684			81,031			(145,802	)		(544,877	)			(68,890	)
Withdrawn, Surrendered and Annuitized		(27,106	)		(43,903	)		(552,850	)		(805,281	)		(66,214	)		(32,575	)		(1,741,989	)		(1,559,078	)			(2,267	)
End of year		340,389			408,658			3,280,149			3,854,620			614,351			615,859			9,885,010			11,683,281

(#) Fund closed in prior year

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	GTS				GT2						GTR						MFK						GSS
	Sub-Account				Sub-Account						Sub-Account						Sub-Account						Sub-Account
	Year Ended	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2004 (#)	2003			2004			2003			2004			2003			2004			2003			2004			2003
Operations:
Net investment income (loss)	$	$	(14,298	)	$	102,576		$	43,679		$	1,639,045		$	660,194		$	5,311,418		$	2,697,283		$	19,078,939		$	21,852,435
Net realized gains (losses)			(696,575	)		282,715			50,082			1,416,394			(2,050,099	)		(586,530	)		922,072			1,545,702			21,561,553
Net unrealized gains (losses)			1,002,615			1,445,102			1,537,313			18,711,648			23,651,015			(1,927,077	)		(3,297,455	)		(10,575,466	)		(40,288,933	)
Increase (Decrease) in net assets from
operations	$	$	291,742		$	1,830,393		$	1,631,074		$	21,767,087		$	22,261,110		$	2,797,811		$	321,900		$	10,049,175		$	3,125,055
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	$	8,623		$	310,222		$	906,887		$	1,045,992		$	1,043,042		$	53,907,297		$	48,599,628		$	3,471,222		$	7,213,527
Net transfers between Sub-Accounts and
Fixed Account			(1,582,859	)		1,550,350			3,755,495			13,211,569			66,204,830			(5,035,329	)		3,419,581			(46,255,772	)		(117,172,529	)
Withdrawals, surrenders, annuitizations and
contract charges			(108,394	)		(827,388	)		(547,443	)		(26,772,989	)		(14,994,182	)		(14,684,600	)		(13,740,482	)		(82,006,716	)		(114,597,485	)
Net accumulation activity	$	$	(1,682,630	)	$	1,033,184		$	4,114,939		$	(12,515,428	)	$	52,253,690		$	34,187,368		$	38,278,727		$	(124,791,266	)	$	(224,556,487	)
Annuitization Activity:
Annuitizations	$	$			$			$	14,184		$			$			$	197,978		$	6,869		$	73,126		$	114,873
Annuity payments and contract charges						(1,822	)		(419	)		(150,141	)		(84,741	)		(6,823	)		(3,484	)		(414,074	)		(531,760	)
Net transfers between Sub-Accounts
Adjustments to annuity reserves						(244	)		(62	)		(33,290	)		(188,144	)		1,008			(387	)		(7,733	)		(47,977	)
Net annuitization activity	$	$			$	(2,066	)	$	13,703		$	(183,431	)	$	(272,885	)	$	192,163		$	2,998		$	(348,681	)	$	(464,864	)
Increase (Decrease) in net assets from contract
owner transactions	$	$	(1,682,630	)	$	1,031,118		$	4,128,642		$	(12,698,859	)	$	51,980,805		$	34,379,531		$	38,281,725		$	(125,139,947	)	$	(225,021,351	)
Increase (Decrease) in net assets	$	$	(1,390,888	)	$	2,861,511		$	5,759,716		$	9,068,228		$	74,241,915		$	37,177,342		$	38,603,625		$	(115,090,772	)	$	(221,896,296	)
Net Assets:
Beginning of year	$	$	1,390,888		$	11,304,042		$	5,544,326		$	151,229,262		$	76,987,347		$	131,892,096		$	93,288,471		$	521,823,973		$	743,720,269
End of year	$	$			$	14,165,553		$	11,304,042		$	160,297,490		$	151,229,262		$	169,069,438		$	131,892,096		$	406,733,201		$	521,823,973
Unit Transactions:
Beginning of year			555,343			965,835			575,530			8,836,494			5,490,465			12,383,782			8,558,119			35,262,145			50,577,174
Purchased			3,471			25,095			90,639			68,033			81,487			5,289,019			4,810,403			240,825			575,584
Transferred between Sub-Accounts and Fixed
Accumulation Account			(518,984	)		124,124			353,356			846,174			4,193,301			(462,085	)		344,054			(3,243,824	)		(8,507,621	)
Withdrawn, Surrendered and Annuitized			(39,830	)		(65,654	)		(53,690	)		(1,387,098	)		(928,759	)		(1,425,526	)		(1,328,794	)		(5,267,603	)		(7,382,992	)
End of year						1,049,400			965,835			8,363,603			8,836,494			15,785,190			12,383,782			26,991,543			35,262,145

(#) Fund closed in prior year

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	MFC						HYS						IG1						IGS						MI1
	Sub-Account						Sub-Account						Sub-Account						Sub-Account						Sub-Account
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2004			2003			2004			2003			2004			2003			2004			2003			2004			2003
Operations:
Net investment income (loss)	$	3,821,490		$	3,279,092		$	17,453,196		$	20,942,422		$	(177,660	)	$	(116,872	)	$	(958,161	)	$	(617,881	)	$	(48,186	)	$	(26,442	)
Net realized gains (losses)		1,891,470			118,939			(5,872,320	)		(14,581,060	)		715,708			210,804			(141,492	)		(7,065,737	)		460,587			19,988
Net unrealized gains (losses)		(464,627	)		5,174,685			8,588,522			43,400,678			1,975,536			4,008,633			18,815,282			36,651,846			866,445			995,879
Increase (Decrease) in net assets from
operations	$	5,248,333		$	8,572,716		$	20,169,398		$	49,762,040		$	2,513,584		$	4,102,565		$	17,715,629		$	28,968,228		$	1,278,846		$	989,425
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	21,500,341		$	21,189,010		$	1,939,363		$	2,933,458		$	455,050		$	828,688		$	1,483,705		$	800,258		$	124,724		$	377,907
Net transfers between Sub-Accounts and
Fixed Account		(7,931,647	)		22,227,714			(8,688,779	)		32,765,697			1,513,874			464,091			7,903,769			(277,777	)		1,990,625			1,274,091
Withdrawals, surrenders, annuitizations and
contract charges		(8,063,717	)		(3,346,815	)		(48,396,346	)		(39,589,937	)		(1,962,055	)		(773,929	)		(14,525,761	)		(10,119,942	)		(1,280,420	)		(267,728	)
Net accumulation activity	$	5,504,977		$	40,069,909		$	(55,145,762	)	$	(3,890,782	)	$	6,869		$	518,850		$	(5,138,287	)	$	(9,597,461	)	$	834,929		$	1,384,270
Annuitization Activity:
Annuitizations	$	63,191		$	8,518		$	31,656		$	57,070		$			$			$			$	26,319		$			$
Annuity payments and contract charges		(3,910	)		(1,577	)		(171,070	)		(203,576	)		(1,288	)		(112	)		(28,452	)		(20,951	)
Net transfers between Sub-Accounts
Adjustments to annuity reserves		49			(256	)		(40,872	)		(65,957	)		(475	)		(33	)		(13,037	)		(7,841	)
Net annuitization activity	$	59,330		$	6,685		$	(180,286	)	$	(212,463	)	$	(1,763	)	$	(145	)	$	(41,489	)	$	(2,473	)	$			$
Increase (Decrease) in net assets from contract
owner transactions	$	5,564,307		$	40,076,594		$	(55,326,048	)	$	(4,103,245	)	$	5,106		$	518,705		$	(5,179,776	)	$	(9,599,934	)	$	834,929		$	1,384,270
Increase (Decrease) in net assets	$	10,812,640		$	48,649,310		$	(35,156,650	)	$	45,658,795		$	2,518,690		$	4,621,270		$	12,535,853		$	19,368,294		$	2,113,775		$	2,373,695
Net Assets:
Beginning of year	$	81,254,026		$	32,604,716		$	302,952,628		$	257,293,833		$	15,049,223		$	10,427,953		$	106,629,189		$	87,260,895		$	4,572,074		$	2,198,379
End of year	$	92,066,666		$	81,254,026		$	267,795,978		$	302,952,628		$	17,567,913		$	15,049,223		$	119,165,042		$	106,629,189		$	6,685,849		$	4,572,074
Unit Transactions:
Beginning of year		6,699,213			3,266,770			21,115,563			20,985,015			1,333,889			1,265,240			10,442,087			11,708,342			399,293			253,434
Purchased		1,727,571			1,858,559			140,559			275,387			36,815			91,195			137,245			103,885			9,215			40,419
Transferred between Sub-Accounts and Fixed
Accumulation Account		(744,562	)		1,881,182			(726,598	)		2,635,374			128,073			63,877			715,755			(146,589	)		162,629			136,028
Withdrawn, Surrendered and Annuitized		(647,584	)		(307,298	)		(3,056,286	)		(2,780,213	)		(170,303	)		(86,423	)		(1,325,863	)		(1,223,551	)		(106,661	)		(30,588	)
End of year		7,034,638			6,699,213			17,473,238			21,115,563			1,328,474			1,333,889			9,969,224			10,442,087			464,476			399,293

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	MII						MS1						MSS						M1B						MIS
	Sub-Account						Sub-Account						Sub-Account						Sub-Account						Sub-Account
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2004			2003			2004			2003			2004			2003			2004			2003			2004			2003
Operations:
Net investment income (loss)	$	(455,787	)	$	(196,451	)	$	(43,734	)	$	(39,173	)	$	(1,828,981	)	$	(1,998,354	)	$	(1,134,440	)	$	(648,456	)	$	(6,009,977	)	$	(6,159,667	)
Net realized gains (losses)		325,828			(3,949,195	)		(2,317	)		(106,698	)		(45,397,518	)		(47,724,241	)		(52,751	)		(1,063,171	)		(63,483,654	)		(66,637,079	)
Net unrealized gains (losses)		16,362,040			18,317,370			178,933			689,536			53,405,003			79,601,399			6,285,095			9,451,816			101,559,961			154,987,387
Increase (Decrease) in net assets from
operations	$	16,232,081		$	14,171,724		$	132,882		$	543,665		$	6,178,504		$	29,878,804		$	5,097,904		$	7,740,189		$	32,066,330		$	82,190,641
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	518,508		$	330,336		$	80,085		$	155,065		$	1,206,380		$	964,939		$	13,376,230		$	19,109,076		$	3,941,067		$	2,884,118
Net transfers between Sub-Accounts and
Fixed Account		18,525,146			3,249,607			85,835			79,351			(5,445,466	)		(6,148,440	)		1,734,717			8,324,389			(14,435,588	)		9,564,741
Withdrawals, surrenders, annuitizations and
contract charges		(11,810,440	)		(7,427,403	)		(234,964	)		(156,342	)		(21,409,603	)		(19,674,522	)		(6,451,654	)		(2,625,362	)		(54,179,493	)		(41,024,285	)
Net accumulation activity	$	7,233,214		$	(3,847,460	)	$	(69,044	)	$	78,074		$	(25,648,689	)	$	(24,858,023	)	$	8,659,293		$	24,808,103		$	(64,674,014	)	$	(28,575,426	)
Annuitization Activity:
Annuitizations	$	6,399		$	4,002		$			$			$	10,426		$	69,527		$			$	10,566		$	8,462		$	3,329
Annuity payments and contract charges		(27,301	)		(19,347	)								(92,435	)		(83,643	)		(1,288	)		(318	)		(152,019	)		(168,324	)
Net transfers between Sub-Accounts
Adjustments to annuity reserves		(18,317	)		(7,534	)								7,519			(28,648	)		(164	)		(45	)		(6,319	)		(12,319	)
Net annuitization activity	$	(39,219	)	$	(22,879	)	$			$			$	(74,490	)	$	(42,764	)	$	(1,452	)	$	10,203		$	(149,876	)	$	(177,314	)
Increase (Decrease) in net assets from contract
owner transactions	$	7,193,995		$	(3,870,339	)	$	(69,044	)	$	78,074		$	(25,723,179	)	$	(24,900,787	)	$	8,657,841		$	24,818,306		$	(64,823,890	)	$	(28,752,740	)
Increase (Decrease) in net assets	$	23,426,076		$	10,301,385		$	63,838		$	621,739		$	(19,544,675	)	$	4,978,017		$	13,755,745		$	32,558,495		$	(32,757,560	)	$	53,437,901
Net Assets:
Beginning of year	$	58,724,401		$	48,423,016		$	2,863,166		$	2,241,427		$	148,949,104		$	143,971,087		$	61,950,966		$	29,392,471		$	464,658,182		$	411,220,281
End of year	$	82,150,477		$	58,724,401		$	2,927,004		$	2,863,166		$	129,404,429		$	148,949,104		$	75,706,711		$	61,950,966		$	431,900,622		$	464,658,182
Unit Transactions:
Beginning of year		4,579,850			4,845,066			328,461			320,127			12,280,302			14,253,338			6,650,621			4,230,272			61,247,213			65,830,913
Purchased		37,830			36,979			9,099			18,534			123,429			115,442			1,231,656			1,815,023			505,522			444,048
Transferred between Sub-Accounts and Fixed
Accumulation Account		1,368,743			364,275			9,019			10,573			(470,780	)		(562,001	)		127,386			953,702			(2,109,901	)		783,949
Withdrawn, Surrendered and Annuitized		(779,764	)		(666,470	)		(27,039	)		(20,773	)		(1,575,667	)		(1,526,477	)		(732,078	)		(348,376	)		(6,742,689	)		(5,811,697	)
End of year		5,206,659			4,579,850			319,540			328,461			10,357,284			12,280,302			7,277,585			6,650,621			52,900,145			61,247,213

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	MFL						MIT						MC1						MCS						MCV
	Sub-Account						Sub-Account						Sub-Account						Sub-Account						Sub-Account
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2004			2003			2004			2003			2004			2003			2004			2003			2004				2003
Operations:
Net investment income (loss)	$	(502,504	)	$	(339,828	)	$	(3,897,987	)	$	(2,775,141	)	$	(674,834	)	$	(338,188)		$	(1,181,128	)	$	(754,038	)	$	(354,360	)	$	(87,648	)
Net realized gains (losses)		(56,806	)		(1,305,227	)		(71,452,034	)		(111,624,541	)		101,715			(1,998,796)			(5,025,767	)		(11,809,739	)		1,407,912			109,718
Net unrealized gains (losses)		7,290,563			12,658,113			170,677,886			305,913,250			5,202,749			8,553,836			15,514,628			27,559,790			2,642,854			1,825,251
Increase (Decrease) in net assets from
operations	$	6,731,253		$	11,013,058		$	95,327,865		$	191,513,568		$	4,629,630		$	6,216,852		$	9,307,733		$	14,996,013		$	3,696,406		$	1,847,321
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	3,601,180		$	7,494,031		$	7,187,416		$	8,030,314		$	5,376,954		$	11,729,361		$	621,036		$	482,263		$	4,358,082		$	9,878,735
Net transfers between Sub-Accounts and
Fixed Account		2,622,170			7,856,344			(21,218,188	)		(25,737,703	)		2,442,000			6,014,607			9,935,957			27,329,950			2,713,313			3,614,888
Withdrawals, surrenders, annuitizations and
contract charges		(7,706,529	)		(3,386,317	)		(156,063,459	)		(132,067,375	)		(4,601,299	)		(1,749,898	)		(12,153,940	)		(6,563,851	)		(2,470,565	)		(366,921	)
Net accumulation activity	$	(1,483,179	)	$	11,964,058		$	(170,094,231	)	$	(149,774,764	)	$	3,217,655		$	15,994,070		$	(1,596,947	)	$	21,248,362		$	4,600,830		$	13,126,702
Annuitization Activity:
Annuitizations	$			$	28,281		$	279,385		$	132,708		$			$	1,033		$			$			$			$	1,086
Annuity payments and contract charges		(5,121	)		(1,378	)		(756,842	)		(793,105	)		(2,698	)		(1,286	)		(17,317	)		(6,882	)		(131	)
Net transfers between Sub-Accounts
Adjustments to annuity reserves		(1,348	)		(298	)		53,367			(94,307	)		(596	)		(198	)		(10,171	)		(2,169	)		(21	)
Net annuitization activity	$	(6,469	)	$	26,605		$	(424,090	)	$	(754,704	)	$	(3,294	)	$	(451	)	$	(27,488	)	$	(9,051	)	$	(152	)	$	1,086
Increase (Decrease) in net assets from contract
owner transactions	$	(1,489,648	)	$	11,990,663		$	(170,518,321	)	$	(150,529,468	)	$	3,214,361		$	15,993,619		$	(1,624,435	)	$	21,239,311		$	4,600,678		$	13,127,788
Increase (Decrease) in net assets	$	5,241,605		$	23,003,721		$	(75,190,456	)	$	40,984,100		$	7,843,991		$	22,210,471		$	7,683,298		$	36,235,324		$	8,297,084		$	14,975,109
Net Assets:
Beginning of year	$	69,845,786		$	46,842,065		$	1,068,836,521		$	1,027,852,421		$	36,228,952		$	14,018,481		$	76,141,789		$	39,906,465		$	15,678,656		$	703,547
End of year	$	75,087,391		$	69,845,786		$	993,646,065		$	1,068,836,521		$	44,072,943		$	36,228,952		$	83,825,087		$	76,141,789		$	23,975,740		$	15,678,656
Unit Transactions:
Beginning of year		7,446,726			6,235,850			82,105,319			93,484,847			4,289,811			2,772,461			15,334,959			10,939,748			1,271,769			86,168
Purchased		310,603			751,719			657,486			798,958			470,119			1,071,503			120,668			139,189			342,282			861,442
Transferred between Sub-Accounts and Fixed
Accumulation Account		239,035			884,967			(1,529,257	)		(2,442,894	)		243,001			728,480			1,811,054			5,776,648			247,372			361,070
Withdrawn, Surrendered and Annuitized		(824,550	)		(425,810	)		(10,037,683	)		(9,735,592	)		(535,451	)		(282,633	)		(2,331,601	)		(1,520,626	)		(211,560	)		(36,911	)
End of year		7,171,814			7,446,726			71,195,865			82,105,319			4,467,480			4,289,811			14,935,080			15,334,959			1,649,863			1,271,769

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	MM1						MMS						M1A						NWD						RE1
	Sub-Account						Sub-Account						Sub-Account						Sub-Account						Sub-Account
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2004			2003			2004			2003			2004			2003			2004			2003			2004			2003
Operations:
Net investment income (loss)	$	(906,539	)	$	(676,092	)	$	(1,758,917	)	$	(3,674,862	)	$	(639,620	)	$	(329,076	)	$	(2,421,502	)	$	(2,190,633	)	$	(169,946	)	$	(99,410	)
Net realized gains (losses)														119,535			(1,138,363	)		(8,962,200	)		(22,680,045	)		188,535			(321,294	)
Net unrealized gains (losses)														3,796,851			7,704,890			19,818,600			67,707,360			2,807,892			2,612,530
Increase (Decrease) in net assets from
operations	$	(906,539	)	$	(676,092	)	$	(1,758,917	)	$	(3,674,862	)	$	3,276,766		$	6,237,451		$	8,434,898		$	42,836,682		$	2,826,481		$	2,191,826
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	54,946,373		$	58,032,607		$	12,705,215		$	15,907,021		$	22,076,668		$	3,899,985		$	1,686,023		$	1,665,766		$	6,456,072		$	5,860,953
Net transfers between Sub-Accounts and
Fixed Account		950,350			(37,596,180	)		43,109,993			17,199,227			3,800,793			3,028,796			791,776			7,246,229			1,182,915			1,349,855
Withdrawals, surrenders, annuitizations and
contract charges		(19,325,824	)		(24,301,362	)		(158,917,830	)		(276,742,358	)		(3,852,973	)		(1,417,375	)		(22,935,413	)		(17,672,636	)		(1,505,345	)		(583,571	)
Net accumulation activity	$	36,570,899		$	(3,864,935	)	$	(103,102,622	)	$	(243,636,110	)	$	22,024,488		$	5,511,406		$	(20,457,614	)	$	(8,760,641	)	$	6,133,642		$	6,627,237
Annuitization Activity:
Annuitizations	$	74,787		$	127,011		$	6,154		$	42,391		$	1,806		$			$			$	26,620		$			$
Annuity payments and contract charges		(16,405	)		(15,883	)		(541,269	)		(583,818	)		(6,464	)		(3,638	)		(77,338	)		(61,262	)		(1,678	)		(1,505	)
Net transfers between Sub-Accounts
Adjustments to annuity reserves		(1,676	)		(1,681	)		(30,445	)		(30,696	)		(1,059	)		(553	)		(20,610	)		(1,894	)		(221	)		(199	)
Net annuitization activity	$	56,706		$	109,447		$	(565,560	)	$	(572,123	)	$	(5,717	)	$	(4,191	)	$	(97,948	)	$	(36,536	)	$	(1,899	)	$	(1,704	)
Increase (Decrease) in net assets from contract
owner transactions	$	36,627,605		$	(3,755,488	)	$	(103,668,182	)	$	(244,208,233	)	$	22,018,771		$	5,507,215		$	(20,555,562	)	$	(8,797,177	)	$	6,131,743		$	6,625,533
Increase (Decrease) in net assets	$	35,721,066		$	(4,431,580	)	$	(105,427,099	)	$	(247,883,095	)	$	25,295,537		$	11,744,666		$	(12,120,664	)	$	34,039,505		$	8,958,224		$	8,817,359
Net Assets:
Beginning of year	$	48,317,367		$	52,748,947		$	333,687,915		$	581,571,010		$	28,856,139		$	17,111,473		$	176,434,664		$	142,395,159		$	15,941,604		$	7,124,245
End of year	$	84,038,433		$	48,317,367		$	228,260,816		$	333,687,915		$	54,151,676		$	28,856,139		$	164,314,000		$	176,434,664		$	24,899,828		$	15,941,604
Unit Transactions:
Beginning of year		4,896,722			5,279,063			27,710,277			47,957,226			3,069,941			2,530,871			17,567,342			18,934,627			1,658,552			998,378
Purchased		5,763,991			6,468,798			1,054,843			2,447,802			1,751,761			395,741			167,583			190,185			588,220			593,782
Transferred between Sub-Accounts and Fixed
Accumulation Account		51,736			(3,852,358	)		1,918,766			(19,628	)		329,473			328,344			20,443			388,361			105,648			144,234
Withdrawn, Surrendered and Annuitized		(2,079,142	)		(2,998,781	)		(11,549,700	)		(22,675,123	)		(443,261	)		(185,015	)		(2,156,810	)		(1,945,831	)		(139,465	)		(77,842	)
End of year		8,633,307			4,896,722			19,134,186			27,710,277			4,707,914			3,069,941			15,598,558			17,567,342			2,212,955			1,658,552

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	RES						RG1						RGS						RI1						RIS
	Sub-Account						Sub-Account						Sub-Account						Sub-Account						Sub-Account
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2004			2003			2004			2003			2004			2003			2004			2003			2004			2003
Operations:
Net investment income (loss)	$	(2,009,526	)	$	(2,353,463	)	$	(96,210	)	$	(67,660	)	$	(592,503	)	$	(439,347	)	$	(591,548	)	$	(154,725	)	$	(744,433	)	$	(525,487	)
Net realized gains (losses)		(53,492,425	)		(81,631,541	)		100,384			(199,076	)		(146,072	)		(4,201,674	)		1,184,242			373,853			(263,263	)		(5,789,289	)
Net unrealized gains (losses)		110,152,682			173,829,375			1,101,904			1,978,848			10,042,598			19,836,166			7,722,700			3,978,483			14,825,795			23,860,798
Increase (Decrease) in net assets from
operations	$	54,650,731		$	89,844,371		$	1,106,078		$	1,712,112		$	9,304,023		$	15,195,145		$	8,315,394		$	4,197,611		$	13,818,099		$	17,546,022
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	3,128,492		$	2,969,474		$	297,625		$	302,283		$	512,063		$	725,560		$	25,144,516		$	15,933,874		$	689,518		$	481,955
Net transfers between Sub-Accounts and
Fixed Account		(16,034,379	)		(24,427,338	)		201,963			959,349			4,512,930			7,029,371			1,384,484			1,653,575			6,946,934			(539,581	)
Withdrawals, surrenders, annuitizations and
contract charges		(74,406,357	)		(61,080,270	)		(616,532	)		(494,876	)		(11,303,299	)		(7,272,231	)		(2,144,942	)		(513,088	)		(9,449,782	)		(5,997,849	)
Net accumulation activity	$	(87,312,244	)	$	(82,538,134	)	$	(116,944	)	$	766,756		$	(6,278,306	)	$	482,700		$	24,384,058		$	17,074,361		$	(1,813,330	)	$	(6,055,475	)
Annuitization Activity:
Annuitizations	$	29,105		$	22,920		$			$			$	444		$	17,199		$			$			$			$
Annuity payments and contract charges		(358,056	)		(309,729	)								(27,884	)		(28,605	)								(26,630	)		(18,742	)
Net transfers between Sub-Accounts
Adjustments to annuity reserves		(63,835	)		(20,096	)								(8,067	)		(5,011	)								(6,715	)		1,040
Net annuitization activity	$	(392,786	)	$	(306,905	)	$			$			$	(35,507	)	$	(16,417	)	$			$			$	(33,345	)	$	(17,702	)
Increase (Decrease) in net assets from contract
owner transactions	$	(87,705,030	)	$	(82,845,039	)	$	(116,944	)	$	766,756		$	(6,313,813	)	$	466,283		$	24,384,058		$	17,074,361		$	(1,846,675	)	$	(6,073,177	)
Increase (Decrease) in net assets	$	(33,054,299	)	$	6,999,332		$	989,134		$	2,478,868		$	2,990,210		$	15,661,428		$	32,699,452		$	21,271,972		$	11,971,424		$	11,472,845
Net Assets:
Beginning of year	$	449,074,479		$	442,075,147		$	8,883,437		$	6,404,569		$	77,446,938		$	61,785,510		$	27,027,191		$	5,755,219		$	73,292,770		$	61,819,925
End of year	$	416,020,180		$	449,074,479		$	9,872,571		$	8,883,437		$	80,437,148		$	77,446,938		$	59,726,643		$	27,027,191		$	85,264,194		$	73,292,770
Unit Transactions:
Beginning of year		34,114,618			40,346,263			919,450			836,210			7,761,504			7,794,225			2,221,110			688,316			7,413,002			8,305,636
Purchased		261,887			324,329			27,875			35,282			48,461			106,739			1,933,352			1,421,520			65,123			55,820
Transferred between Sub-Accounts and Fixed
Accumulation Account		(1,187,915	)		(1,996,106	)		18,387			109,522			403,741			683,863			101,497			168,533			625,608			(222,241	)
Withdrawn, Surrendered and Annuitized		(4,773,654	)		(4,559,868	)		(60,513	)		(61,564	)		(1,042,590	)		(823,323	)		(210,677	)		(57,259	)		(874,852	)		(726,213	)
End of year		28,414,936			34,114,618			905,199			919,450			7,171,116			7,761,504			4,045,282			2,221,110			7,228,881			7,413,002

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	SG1						SGS						SI1						SIS						SVS
	Sub-Account						Sub-Account						Sub-Account						Sub-Account						Sub-Account
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2004			2003			2004			2003			2004			2003			2004			2003			2004			2003
Operations:
Net investment income (loss)	$	(640,484	)	$	(196,915	)	$	(665,050	)	$	(591,845	)	$	997,670		$	429,838		$	2,176,605		$	1,902,359		$	(142,279	)	$	(66,806	)
Net realized gains (losses)		341,221			(240,196	)		(4,127,724	)		(9,877,635	)		(125,834	)		246,158			1,549,825			843,234			489,287			69,732
Net unrealized gains (losses)		2,072,041			3,005,665			6,865,302			19,664,620			313,853			1,084,036			301,180			3,919,210			1,158,881			1,057,089
Increase (Decrease) in net assets from
operations	$	1,772,778		$	2,568,554		$	2,072,528		$	9,195,140		$	1,185,689		$	1,760,032		$	4,027,610		$	6,664,803		$	1,505,889		$	1,060,015
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	9,815,055		$	18,766,736		$	540,893		$	250,428		$	1,492,016		$	3,737,841		$	560,505		$	410,357		$	632,783		$	3,275,853
Net transfers between Sub-Accounts and
Fixed Account		2,118,549			3,811,198			135,787			3,967,601			2,888,470			4,307,486			4,764,398			11,258,457			1,656,063			3,140,801
Withdrawals, surrenders, annuitizations and
contract charges		(2,567,528	)		(854,946	)		(5,224,190	)		(4,113,269	)		(2,384,491	)		(1,866,058	)		(10,907,440	)		(8,229,241	)		(510,005	)		(378,017	)
Net accumulation activity	$	9,366,076		$	21,722,988		$	(4,547,510	)	$	104,760		$	1,995,995		$	6,179,269		$	(5,582,537	)	$	3,439,573		$	1,778,841		$	6,038,637
Annuitization Activity:
Annuitizations	$			$	2,073		$	32,681		$			$			$	14,712		$			$			$			$
Annuity payments and contract charges		(233	)					(19,900	)		(17,013	)		(3,044	)		(1,680	)		(22,295	)		(28,026	)
Net transfers between Sub-Accounts
Adjustments to annuity reserves		(35	)					(1,117	)		(3,048	)		(374	)		(217	)		2,339			(7,990	)
Net annuitization activity	$	(268	)	$	2,073		$	11,664		$	(20,061	)	$	(3,418	)	$	12,815		$	(19,956	)	$	(36,016	)	$			$
Increase (Decrease) in net assets from contract
owner transactions	$	9,365,808		$	21,725,061		$	(4,535,846	)	$	84,699		$	1,992,577		$	6,192,084		$	(5,602,493	)	$	3,403,557		$	1,778,841		$	6,038,637
Increase (Decrease) in net assets	$	11,138,586		$	24,293,615		$	(2,463,318	)	$	9,279,839		$	3,178,266		$	7,952,116		$	(1,574,883	)	$	10,068,360		$	3,284,730		$	7,098,652
Net Assets:
Beginning of year	$	29,290,904		$	4,997,289		$	47,472,900		$	38,193,061		$	20,856,822		$	12,904,706		$	66,281,500		$	56,213,140		$	8,170,754		$	1,072,102
End of year	$	40,429,490		$	29,290,904		$	45,009,582		$	47,472,900		$	24,035,088		$	20,856,822		$	64,706,617		$	66,281,500		$	11,455,484		$	8,170,754
Unit Transactions:
Beginning of year		2,600,189			729,461			7,977,749			8,056,046			1,775,616			1,211,192			5,366,035			5,060,468			696,940			131,129
Purchased		827,887			1,593,753			90,349			51,622			127,100			343,202			43,997			56,543			49,432			298,582
Transferred between Sub-Accounts and Fixed
Accumulation Account		155,498			377,518			(2,179	)		629,295			227,333			391,838			354,585			954,090			142,960			306,034
Withdrawn, Surrendered and Annuitized		(232,356	)		(100,543	)		(858,911	)		(759,214	)		(199,457	)		(170,616	)		(842,458	)		(705,066	)		(41,825	)		(38,805	)
End of year		3,351,218			2,600,189			7,207,008			7,977,749			1,930,592			1,775,616			4,922,159			5,366,035			847,507			696,940

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	TE1						TEC						MFJ						TRS						MFE
	Sub-Account						Sub-Account						Sub-Account						Sub-Account						Sub-Account
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2004			2003			2004			2003			2004			2003			2004			2003			2004			2003
Operations:
Net investment income (loss)	$	(57,465	)	$	(38,011	)	$	(367,575	)	$	(295,496	)	$	1,531,107		$	1,921,484		$	15,702,503		$	27,263,640		$	36,573		$	151,689
Net realized gains (losses)		34,555			(230,089	)		(663,384	)		(7,240,439	)		2,407,433			(1,057,332	)		(20,020,396	)		(60,957,845	)		482,410			(349,041	)
Net unrealized gains (losses)		(15,790	)		1,072,638			812,190			14,242,468			28,801,554			23,274,477			137,018,543			236,151,786			4,588,617			3,783,446
Increase (Decrease) in net assets from
operations	$	(38,700	)	$	804,538		$	(218,769	)	$	6,706,533		$	32,740,094		$	24,138,629		$	132,700,650		$	202,457,581		$	5,107,600		$	3,586,094
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	297,415		$	412,838		$	289,563		$	187,720		$	184,300,712		$	76,292,905		$	10,312,424		$	12,429,427		$	2,616,415		$	1,905,667
Net transfers between Sub-Accounts and
Fixed Account		(424,857	)		1,524,944			(2,188,011	)		9,251,164			8,808,295			21,399,392			40,976,217			40,400,723			2,304,956			2,045,084
Withdrawals, surrenders, annuitizations and
contract charges		(295,831	)		(154,715	)		(3,152,821	)		(1,818,090	)		(24,356,025	)		(11,071,540	)		(230,320,844	)		(218,858,960	)		(1,690,896	)		(952,974	)
Net accumulation activity	$	(423,273	)	$	1,783,067		$	(5,051,269	)	$	7,620,794		$	168,752,982		$	86,620,757		$	(179,032,203	)	$	(166,028,810	)	$	3,230,475		$	2,997,777
Annuitization Activity:
Annuitizations	$			$			$			$			$	277,467		$			$	401,245		$	785,380		$			$
Annuity payments and contract charges								(7,517	)		(1,475	)		(17,723	)		(6,726)			(1,803,867	)		(1,769,772	)		(2,943	)		(2,495	)
Net transfers between Sub-Accounts
Adjustments to annuity reserves								(106	)		(513	)		440			(831	)		(37,891	)		(248,336	)		(496	)		(358	)
Net annuitization activity	$			$			$	(7,623	)	$	(1,988	)	$	260,184		$	(7,557	)	$	(1,440,513	)	$	(1,232,728	)	$	(3,439	)	$	(2,853	)
Increase (Decrease) in net assets from contract
owner transactions	$	(423,273	)	$	1,783,067		$	(5,058,892	)	$	7,618,806		$	169,013,166		$	86,613,200		$	(180,472,716	)	$	(167,261,538	)	$	3,227,036		$	2,994,924
Increase (Decrease) in net assets	$	(461,973	)	$	2,587,605		$	(5,277,661	)	$	14,325,339		$	201,753,260		$	110,751,829		$	(47,772,066	)	$	35,196,043		$	8,334,636		$	6,581,018
Net Assets:
Beginning of year	$	4,095,386		$	1,507,781		$	28,352,273		$	14,026,934		$	231,480,462		$	120,728,633		$	1,465,467,127		$	1,430,271,084		$	15,912,021		$	9,331,003
End of year	$	3,633,413		$	4,095,386		$	23,074,612		$	28,352,273		$	433,233,722		$	231,480,462		$	1,417,695,061		$	1,465,467,127		$	24,246,657		$	15,912,021
Unit Transactions:
Beginning of year		547,602			292,860			8,298,127			5,811,547			21,048,945			13,048,289			77,917,832			86,032,615			1,653,827			1,391,497
Purchased		38,276			59,244			88,325			81,880			15,477,966			7,098,199			537,644			861,400			167,198			174,904
Transferred between Sub-Accounts and Fixed
Accumulation Account		(63,324	)		219,682			(766,661	)		3,042,212			726,826			2,076,015			2,361,050			2,604,520			161,915			210,153
Withdrawn, Surrendered and Annuitized		(40,300	)		(24,184	)		(944,183	)		(637,512	)		(2,191,075	)		(1,173,558	)		(10,694,189	)		(11,580,703	)		(159,259	)		(122,727	)
End of year		482,254			547,602			6,675,608			8,298,127			35,062,662			21,048,945			70,122,337			77,917,832			1,823,681			1,653,827

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	UTS						MV1						MVS						OCA						OGG
	Sub-Account						Sub-Account						Sub-Account						Sub-Account						Sub-Account
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended			Period Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2004			2003			2004			2003			2004			2003			2004			2003			2004 (d)			2003
Operations:
Net investment income (loss)	$	1,354,733		$	3,894,552		$	(506,469	)	$	(114,649	)	$	(447,682	)	$	494,628		$	(452,641	)	$	(95,841	)	$	(41,680	)	$
Net realized gains (losses)		(15,998,478	)		(34,868,231	)		1,801,920			(737,209	)		3,245,993			(8,673,684	)		480,811			41,956			3,887
Net unrealized gains (losses)		80,291,938			96,937,403			11,973,853			14,296,536			38,044,549			64,798,302			1,254,974			1,583,897			745,676
Increase (Decrease) in net assets from
operations	$	65,648,193		$	65,963,724		$	13,269,304		$	13,444,678		$	40,842,860		$	56,619,246		$	1,283,144		$	1,530,012		$	707,883		$
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	2,477,340		$	1,624,278		$	19,812,349		$	21,313,485		$	2,448,980		$	2,015,025		$	8,853,620		$	16,798,971		$	2,907,918		$
Net transfers between Sub-Accounts and
Fixed Account		3,978,397			(547,273	)		7,954,183			5,664,245			32,140,078			18,557,744			2,120,983			2,234,379			2,754,966
Withdrawals, surrenders, annuitizations and
contract charges		(36,593,002	)		(27,757,435	)		(6,437,809	)		(3,740,057	)		(47,238,117	)		(34,154,190	)		(1,900,300	)		(293,019	)		(68,877	)
Net accumulation activity	$	(30,137,265	)	$	(26,680,430	)	$	21,328,723		$	23,237,673		$	(12,649,059	)	$	(13,581,421	)	$	9,074,303		$	18,740,331		$	5,594,007		$
Annuitization Activity:
Annuitizations	$	16,580		$	39,900		$	8,290		$			$			$	4,989		$			$	2,113		$			$
Annuity payments and contract charges		(156,501	)		(120,896	)		(4,027	)		(3,254	)		(109,310	)		(82,579)			(2,054	)
Net transfers between Sub-Accounts
Adjustments to annuity reserves		(30,370	)		(27,322	)		(545	)		(444	)		(24,206	)		(3,618	)		(290	)		(15	)
Net annuitization activity	$	(170,291	)	$	(108,318	)	$	3,718		$	(3,698	)	$	(133,516	)	$	(81,208	)	$	(2,344	)	$	2,098		$			$
Increase (Decrease) in net assets from contract
owner transactions	$	(30,307,556	)	$	(26,788,748	)	$	21,332,441		$	23,233,975		$	(12,782,575	)	$	(13,662,629	)	$	9,071,959		$	18,742,429		$	5,594,007		$
Increase (Decrease) in net assets	$	35,340,637		$	39,174,976		$	34,601,745		$	36,678,653		$	28,060,285		$	42,956,617		$	10,355,103		$	20,272,441		$	6,301,890		$
Net Assets:
Beginning of year	$	249,989,394		$	210,814,418		$	83,091,042		$	46,412,389		$	304,199,758		$	261,243,141		$	20,450,955		$	178,514		$			$
End of year	$	285,330,031		$	249,989,394		$	117,692,787		$	83,091,042		$	332,260,043		$	304,199,758		$	30,806,058		$	20,450,955		$	6,301,890		$
Unit Transactions:
Beginning of year		20,380,385			22,902,575			7,717,616			5,567,204			23,811,669			25,236,732			1,528,490			16,503
Purchased		191,990			182,991			1,683,086			2,046,690			186,359			216,673			648,675			1,358,804			268,926
Transferred between Sub-Accounts and Fixed
Accumulation Account		164,852			(341,093	)		592,768			538,804			2,352,438			1,444,226			148,604			178,172			253,328
Withdrawn, Surrendered and Annuitized		(2,383,412	)		(2,364,088	)		(582,063	)		(435,082	)		(3,494,957	)		(3,085,962	)		(147,145	)		(24,989	)		(7,466	)
End of year		18,353,815			20,380,385			9,411,407			7,717,616			22,855,509			23,811,669			2,178,624			1,528,490			514,788

(d) For the period February 2, 2004 (commencement of operations) through December 31, 2004.

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	OMG						OMS						PMB				PLD				PRR
	Sub-Account						Sub-Account						Sub-Account				Sub-Account				Sub-Account
	Year Ended				Year Ended		Year Ended			Year Ended			Period Ended			Year Ended	Period Ended			Year Ended	Year Ended			Year Ended
	December 31,				December 31,		December 31,			December 31,			December 31,			December 31,	December 31,			December 31,	December 31,			December 31,
	2004				2003		2004			2003			2004 (d)			2003	2004 (d)			2003	2004			2003
Operations:
Net investment income (loss)	$	(895,481	)	$	(34,359	)		(103,691	)	$	(24,487	)		16,283		$		(270,357	)	$		(136,781	)	$	(8,514	)
Net realized gains (losses)		153,319			21,795			284,044			41,750			81,358				339,862				819,357			220,167
Net unrealized gains (losses)		7,428,657			631,310			851,847			507,499			28,734				(99,763	)			497,969			49,262
Increase (Decrease) in net assets from
operations	$	6,686,495		$	618,746			1,032,200		$	524,762			126,375		$		(30,258	)	$		1,180,545		$	260,915
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	93,297,844		$	3,848,081			3,144,768		$	1,706,303			931,961		$		108,028,818		$		9,651,868		$	6,227,680
Net transfers between Sub-Accounts and
Fixed Account		10,840,790			1,763,434			959,837			1,059,352			680,879				13,722,573				2,689,335			4,546,111
Withdrawals, surrenders, annuitizations and
contract charges		(2,420,844	)		(45,586	)		(350,677	)		(60,516	)		(155,352	)			(3,210,803	)			(1,375,035	)		(325,202	)
Net accumulation activity	$	101,717,790		$	5,565,929			3,753,928		$	2,705,139			1,457,488		$		118,540,588		$		10,966,168		$	10,448,589
Annuitization Activity:
Annuitizations	$	30,827		$						$						$		158,841		$				$
Annuity payments and contract charges		(1,122	)															(4,858	)
Net transfers between Sub-Accounts
Adjustments to annuity reserves		(229	)															(733	)
Net annuitization activity	$	29,476		$						$						$		153,250		$				$
Increase (Decrease) in net assets from contract
owner transactions	$	101,747,266		$	5,565,929			3,753,928		$	2,705,139			1,457,488		$		118,693,838		$		10,966,168		$	10,448,589
Increase (Decrease) in net assets	$	108,433,761		$	6,184,675			4,786,128		$	3,229,901			1,583,863		$		118,663,580		$		12,146,713		$	10,709,504
Net Assets:
Beginning of year	$	6,365,427		$	180,752			3,383,961		$	154,060					$				$		11,220,537		$	511,033
End of year	$	114,799,188		$	6,365,427			8,170,089		$	3,383,961			1,583,863		$		118,663,580		$		23,367,250		$	11,220,537
Unit Transactions:
Beginning of year		509,155			17,855			236,889			15,242											997,936			48,547
Purchased		7,638,555			336,577			213,715			139,812			62,430				10,932,711				834,759			573,591
Transferred between Sub-Accounts and Fixed
Accumulation Account		855,202			158,717			63,572			86,566			44,630				1,368,992				232,036			413,422
Withdrawn, Surrendered and Annuitized		(316,077	)		(3,994	)		(24,478	)		(4,731	)		(10,204	)			(450,328	)			(121,759	)		(37,624	)
End of year		8,686,835			509,155			489,698			236,889			96,856				11,851,375				1,942,972			997,936

(d) For the period February 2, 2004 (commencement of operations) through December 31, 2004.

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Statements of Changes in Net Assets - continued

	PTR						SSA				IGB				SRE				SC3
	Sub-Account						Sub-Account				Sub-Account				Sub-Account				Sub-Account
	Year Ended			Year Ended			Period Ended			Year Ended	Period Ended			Year Ended	Period Ended			Year Ended	Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,	December 31,			December 31,	December 31,			December 31,	December 31,			December 31,
	2004			2003			2004 (d)			2003	2004 (d)			2003	2004 (d)			2003	2004			2003
Operations:
Net investment income (loss)	$	(1,305	)	$	105,739		$	(4,913	)	$	$	11,572		$	$	(162,071	)	$	$	(38,422	)	$	(74,648	)
Net realized gains (losses)		710,032			235,031			83,921				(12,804	)			117,675				1,458,668			76,053
Net unrealized gains (losses)		470,014			(2,544	)		22,403				9,833				3,489,553				3,043,794			1,320,631
Increase (Decrease) in net assets from
operations	$	1,178,741		$	338,226		$	101,411		$	$	8,601		$	$	3,445,157		$	$	4,464,040		$	1,322,036
Contract Owner Transactions:
Accumulation Activity:
Purchase payments received	$	13,529,712		$	24,733,325		$	744,980		$	$	1,333,158		$	$	17,917,099		$	$	2,538,811		$	9,548,296
Net transfers between Sub-Accounts and
Fixed Account		2,141,659			10,242,843			279,702				(546,352	)			198,893				(463,897	)		1,921,189
Withdrawals, surrenders, annuitizations and
contract charges		(3,581,246	)		(746,641	)		(15,227	)			(101,281	)			(567,032	)			(1,029,732	)		(229,896	)
Net accumulation activity	$	12,090,125		$	34,229,527		$	1,009,455		$	$	685,525		$	$	17,548,960		$	$	1,045,182		$	11,239,589
Annuitization Activity:
Annuitizations	$	43,626		$	2,025		$			$	$			$	$	737		$	$			$	1,068
Annuity payments and contract charges		(3,051	)		(362	)										(55	)			(1,114	)
Net transfers between Sub-Accounts
Adjustments to annuity reserves		62			(59	)										(4	)			(183	)		(8	)
Net annuitization activity	$	40,637		$	1,604		$			$	$			$	$	678		$	$	(1,297	)	$	1,060
Increase (Decrease) in net assets from contract
owner transactions	$	12,130,762		$	34,231,131		$	1,009,455		$	$	685,525		$	$	17,549,638		$	$	1,043,885		$	11,240,649
Increase (Decrease) in net assets	$	13,309,503		$	34,569,357		$	1,110,866		$	$	694,126		$	$	20,994,795		$	$	5,507,925		$	12,562,685
Net Assets:
Beginning of year	$	36,064,300		$	1,494,943		$			$	$			$	$			$	$	12,836,641		$	273,956
End of year	$	49,373,803		$	36,064,300		$	1,110,866		$	$	694,126		$	$	20,994,795		$	$	18,344,566		$	12,836,641
Unit Transactions:
Beginning of year		3,385,657			144,063															960,307			27,198
Purchased		1,272,151			2,361,300			74,388				135,987				1,758,246				185,843			790,306
Transferred between Sub-Accounts and Fixed
Accumulation Account		184,512			960,611			27,622				(56,028	)			17,681				(28,007	)		162,385
Withdrawn, Surrendered and Annuitized		(350,879	)		(80,317	)		(2,071	)			(12,758	)			(82,776	)			(71,272	)		(19,582	)
End of year		4,491,441			3,385,657			99,939				67,201				1,693,151				1,046,871			960,307

(d) For the period February 2, 2004 (commencement of operations) through December 31, 2004.

See notes to financial statements

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII 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, Regatta Masters Flex contracts, Regatta Masters IV contracts and Regatta Masters VII 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 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 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 include MFS/Sun Life Series Trust (the "Series Trust"). With respect to the Regatta Masters Extra contracts, Regatta Masters Choice contracts, Regatta Masters Access contracts, Regatta Masters Flex contracts, Regatta Masters IV contracts and the Regatta Masters VII contracts the funds include 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 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 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.

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII 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 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	Level 7	Level 8	Level 9
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%	1.95%	2.15%
Regatta Choice II contracts	1.05%	1.25%	1.30%	1.45%	1.50%	1.65%	1.70%	1.90%
Regatta Masters Extra contracts	1.40%	1.60%	1.65%	1.80%	1.85%	2.00%	2.05%	2.25%
Regatta Masters Choice contracts	1.05%	1.25%	1.30%	1.45%	1.50%	1.65%	1.70%	1.90%
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%	1.95%	2.15%
Regatta Masters IV contracts	1.25%	1.30%	1.35%	1.45%	1.50%	1.55%	1.60%	1.65%	1.75%
Regatta Masters VII contracts	1.00%	1.10%	1.20%	1.25%	1.30%	1.35%	1.40%	1.50%

Each year on the account anniversary, an account administration fee ("Account Fee") 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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII 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 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 .57% to 1.74% and 1.25% of the Funds' net assets, respectively.

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII 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 Gold, 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 Extra, Regatta Flex II, Regatta Choice II, Regatta Masters Extra, Regatta Masters Choice, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII 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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII 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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII 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, 2004, 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 Statements of Changes in Net Assets.

	Contract Charges	Surrender Charges
Franklin Templeton Variable Insurance Products Trust
Mutual Shares Securities Fund (FMS)	$4,126	$12,481
Templeton Growth Securities Fund Class 2 (FTG)	40	954
Templeton International Securities Fund (FTI)	14,329	130,731
Franklin Value Securities Fund (FVS)	4,905	37,435
Lord Abbett Series Fund, Inc.
All Value Portfolio (LAV)	85	17,381
Growth & Income Portfolio (LA1)	15,786	144,867
Growth Opportunities (LA9)	605	5,940
Mid-Cap Value (LA2)	6,292	39,548
MFS/Sun Life Series Trust:
Bond S Class (MF7)	34,053	241,337
Bond Series (BDS)	105,423	329,818
Capital Appreciation S Class (MFD)	20,619	133,222
Capital Appreciation Series (CAS)	671,035	591,823
Capital Opportunities S Class (CO1)	12,522	67,424
Capital Opportunities Series (COS)	283,781	283,813
Emerging Growth S Class (MFF)	13,791	41,926
Emerging Growth Series (EGS)	549,637	137,354
Emerging Markets Equity S Class (EM1)	4,364	40,673
Emerging Markets Equity Series (EME)	47,422	78,679
Global Asset Allocation S Class (GA1)
Global Asset Allocation Series (GAA)
Global Governments S Class (GG1)	2,790	12,554
Global Governments Series (GGS)	55,344	75,630
Global Growth S Class (GG2)	5,018	45,454
Global Growth Series (GGR)	159,326	327,515
Global Telecommunications S Class (GT1)

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII 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
MFS/Sun Life Series Trust - continued
Global Telecommunications Series (GTS)
Global Total Return S Class (GT2)	7,403	23,814
Global Total Return Series (GTR)	119,066	83,890
Government Securities S Class (MFK)	56,089	762,454
Government Securities Series (GSS)	334,393	1,381,041
High Yield S Class (MFC)	42,222	232,415
High Yield Series (HYS)	218,188	511,943
International Growth S Class (IG1)	11,505	148,747
International Growth Series (IGS)	106,778	125,388
International Investors Trust S Class (MI1)	3,015	119,681
International Investors Trust Series (MII)	52,376	30,661
Managed Sectors S Class (MS1)	2,502	8,317
Managed Sectors Series (MSS)	199,407	152,104
Massachusetts Investors Growth Stock S Class (M1B)	39,804	428,768
Massachusetts Investors Growth Stock Series (MIS)	468,171	779,866
Massachusetts Investors Trust S Class (MFL)	38,500	524,195
Massachusetts Investors Trust Series (MIT)	960,389	2,301,318
Mid Cap Growth S Class (MC1)	32,719	163,299
Mid Cap Growth Series (MCS)	70,862	37,509
Mid Cap Value S Class (MCV)	14,095	94,312
Money Market S Class (MM1)	40,591	326,517
Money Market Series (MMS)	306,057	1,708,502
New Discovery S Class (M1A)	22,571	330,705
New Discovery Series (NWD)	154,926	379,647
Research S Class (RE1)	11,762	46,820
Research Series (RES)	508,793	189,795
Research Growth and Income S Class (RG1)	5,779	28,205
Research Growth and Income Series (RGS)	65,451	102,859
Research International S Class (RI1)	20,680	88,901
Research International Series (RIS)	52,662	178,461
Strategic Growth S Class (SG1)	21,227	136,202
Strategic Growth Series (SGS)	48,384	37,788
Strategic Income S Class (SI1)	12,261	90,205
Strategic Income Series (SIS)	37,179	183,426
Strategic Value S Class (SVS)	5,259	8,832
Technology S Class (TE1)	3,958	12,265
Technology Series (TEC)	33,053	55,986
Total Return S Class (MFJ)	133,814	833,454
Total Return Series (TRS)	1,031,998	2,009,655
Utilities S Class (MFE)	12,546	98,985
Utilities Series (UTS)	250,399	479,027
Value S Class (MV1)	48,300	241,312
Value Series (MVS)	195,629	475,337
Oppenheimer Variable Account Funds
Capital Appreciation Fund (OCA)	11,650	106,745
Global Securities Fund (OGG)	120	679
Main St. Growth and Income (OMG)	4,697	78,808
Main St. Small Cap Growth Fund (OMS)	2,947	16,322
PIMCO Variable Insurance Trust
Emerging Markets Bond Portfolio (PMB)	67	9,794
Low Duration Portfolio (PLD)	1,150	69,128
Real Return Bond Portfolio (PRR)	7,737	31,739
Total Return Bond Portfolio (PTR)	19,214	167,616
Sun Capital Advisers Trust
All Cap S Class (SSA)	10	543
Investment Grade Bond S Class (IGB)	109	94
Real Estate Fund S Class (SRE)	87	35,685
Real Estate Fund (SC3)	13,492	50,748

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII Sub-Accounts Included in Sun Life of Canada (U.S.) Variable Account F

Notes to Financial Statements - continued

(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 if the contract's annuity commencement date is before January 1, 2000. Annuity reserves are calculated using the 2000 Individual Annuitant Mortality Table and an assumed 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 if the contract's annuity commencement date is on or after January 1, 2000. Annuity reserves are calculated using the 2000 Annuitant Mortality Table and an assumed rate of 3% for Extra, Regatta Access, Regatta Choice, Regatta Flex 4, Regatta Masters Choice, Regatta Masters Access, Regatta Masters Extra, and Regatta Masters Flex. Due to the demographics of Regatta Flex II, Regatta Choice II, Regatta Masters IV and Regatta Masters VII, no reserves were required at year-end. Required adjustments to the reserves are accomplished by transfers to or from the Sponsor.

(5) Investment Purchases and Sales

The following table shows the aggregate cost of shares purchased and proceeds from the sales of shares of the Funds for each Sub-Account for the year ended December 31, 2004:

	Purchases		Sales
Franklin Templeton Variable Insurance Products Trust
Mutual Shares Securities Fund (FMS)	$	9,845,564	$	1,575,223
Templeton Growth Securities Fund Class 2 (FTG)		3,136,635		528,243
Templeton International Securities Fund (FTI)		87,487,257		3,048,039
Franklin Value Securities Fund (FVS)		7,273,378		1,936,472
Lord Abbett Series Fund, Inc.
All Value Portfolio (LAV)		4,282,772		627,527
Growth & Income Portfolio (LA1)		92,073,784		2,786,856
Growth Opportunities (LA9)		12,620,242		478,899
Mid-Cap Value (LA2)		31,775,537		1,750,694
MFS/Sun Life Series Trust:
Bond S Class (MF7)		24,711,452		16,497,032
Bond Series (BDS)		25,570,737		57,686,255
Capital Appreciation S Class (MFD)		4,348,911		4,614,133
Capital Appreciation Series (CAS)		13,405,639		118,599,587
Capital Opportunities S Class (CO1)		2,876,663		3,021,886
Capital Opportunities Series (COS)		5,504,856		53,937,303
Emerging Growth S Class (MFF)		4,404,247		2,680,526
Emerging Growth Series (EGS)		9,587,802		87,285,376
Emerging Markets Equity S Class (EM1)		2,368,918		2,358,149
Emerging Markets Equity Series (EME)		12,888,872		13,605,903
Global Asset Allocation S Class (GA1)
Global Asset Allocation Series (GAA)
Global Governments S Class (GG1)		1,586,961		1,941,930
Global Governments Series (GGS)		13,405,509		16,725,361
Global Growth S Class (GG2)		1,398,771		1,433,290
Global Growth Series (GGR)		6,681,750		39,545,858
Global Telecommunications S Class (GT1)
Global Telecommunications Series (GTS)
Global Total Return S Class (GT2)		2,741,119		1,607,180
Global Total Return Series (GTR)		17,248,268		28,274,793
Government Securities S Class (MFK)		70,213,704		30,523,763
Government Securities Series (GSS)		44,723,166		150,776,441
High Yield S Class (MFC)		47,876,477		38,490,728
High Yield Series (HYS)		42,382,624		80,214,605
International Growth S Class (IG1)		3,050,931		3,223,009
International Growth Series (IGS)		14,284,781		20,409,683
International Investors Trust S Class (MI1)		2,600,474		1,813,731
International Investors Trust Series (MII)		18,735,537		11,979,012
Managed Sectors S Class (MS1)		224,928		337,705
Managed Sectors Series (MSS)		2,018,818		29,578,496
Massachusetts Investors Growth Stock S Class (M1B)		19,675,001		12,151,433
Massachusetts Investors Growth Stock Series (MIS)		13,916,228		84,743,775
Massachusetts Investors Trust S Class (MFL)		10,590,070		12,580,874

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII 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 - continued
Massachusetts Investors Trust Series (MIT)	$	23,485,407	$	197,955,082
Mid Cap Growth S Class (MC1)		11,639,715		9,099,952
Mid Cap Growth Series (MCS)		18,101,780		20,897,173
Mid Cap Value S Class (MCV)		9,164,831		4,470,095
Money Market S Class (MM1)		109,785,012		74,062,276
Money Market Series (MMS)		117,306,695		222,703,350
New Discovery S Class (M1A)		28,047,101		6,666,892
New Discovery Series (NWD)		15,467,512		38,423,967
Research S Class (RE1)		8,733,961		2,771,942
Research Series (RES)		9,447,323		99,098,047
Research Growth and Income S Class (RG1)		1,317,514		1,530,668
Research Growth and Income Series (RGS)		9,574,863		16,473,112
Research International S Class (RI1)		29,109,629		5,317,117
Research International Series (RIS)		12,271,710		14,856,104
Strategic Growth S Class (SG1)		13,989,621		5,264,263
Strategic Growth Series (SGS)		5,416,319		10,616,099
Strategic Income S Class (SI1)		16,176,704		13,186,084
Strategic Income Series (SIS)		12,700,702		16,128,928
Strategic Value S Class (SVS)		3,041,534		1,207,032
Technology S Class (TE1)		667,642		1,148,378
Technology Series (TEC)		3,302,431		8,728,792
Total Return S Class (MFJ)		210,234,878		39,691,043
Total Return Series (TRS)		73,011,661		237,743,983
Utilities S Class (MFE)		7,398,769		4,134,664
Utilities Series (UTS)		16,003,599		44,926,054
Value S Class (MV1)		34,738,183		13,911,666
Value Series (MVS)		36,539,904		49,745,955
Oppenheimer Variable Account Funds
Capital Appreciation Fund (OCA)		11,772,349		3,152,743
Global Securities Fund (OGG)		5,723,999		171,672
Main St. Growth and Income (OMG)		102,716,739		1,864,726
Main St. Small Cap Growth Fund (OMS)		4,657,277		1,007,038
PIMCO Variable Insurance Trust
Emerging Markets Bond Portfolio (PMB)		1,712,360		160,815
Low Duration Portfolio (PLD)		120,990,395		2,222,816
Real Return Bond Portfolio (PRR)		15,169,956		3,656,191
Total Return Bond Portfolio (PTR)		22,104,623		9,280,174
Sun Capital Advisers Trust
All Cap S Class (SSA)		1,196,857		110,028
Investment Grade Bond S Class (IGB)		1,731,153		1,034,058
Real Estate Fund S Class (SRE)		19,198,805		1,811,233
Real Estate Fund (SC3)		4,842,692		3,218,388

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII 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, units outstanding for variable annuity contracts, net assets, investment income ratio, expense ratio's, excluding expenses of the underlying funds and the total return, for the years ended December 31, are as follows:

		At December 31							For year ended December 31
			Unit						Investment
			Fair Value						Income		Expense Ratio					Total Return
		Units	lowest to highest			Net Assets			Ratio*		lowest to highest**					lowest to highest***
FMS
	December 31, 2004	1,146,446	$11.1069	to	13.9198	$	15,778,515	0.75		%		1.25	to	2.30	%		10.03		to	36.01	%
	December 31, 2003	489,937	12.2638	to	12.5282		6,110,725	0.78				1.35	to	2.30			22.52		to	24.84
	December 31, 2002 (b)	35,337	10.1163	to	10.1476		357,959					1.35	to	2.30			1.16		to	1.48
FTG
	December 31, 2004 (d)	185,270	11.4492	to	15.8060		2,822,852	1.01				1.25	to	2.30			14.49		to	58.06
FTI
	December 31, 2004	8,240,520	11.6449	to	15.1080		120,369,576	1.01				1.25	to	2.55			15.50		to	49.57
	December 31, 2003	1,734,535	12.3883	to	12.9673		21,780,367	0.81				1.35	to	2.55			23.88		to	30.42
	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, 2004	784,791	11.8836	to	16.6555		12,898,583	0.18				1.25	to	2.30			18.84		to	61.77
	December 31, 2003	403,105	13.3363	to	13.6440		5,464,413	0.16				1.35	to	2.30			29.35		to	35.96
	December 31, 2002 (b)	20,281	10.4355	to	10.4678		211,927					1.35	to	2.30			4.35		to	4.68
LAV
	December 31, 2004 (d)	344,432	11.6270	to	11.8619		4,063,023	0.73				1.25	to	2.30			16.27		to	18.62
LA1
	December 31, 2004	8,986,821	11.4511	to	15.3996		133,211,678	1.31				1.25	to	2.55			9.77		to	41.70
	December 31, 2003	2,488,679	11.9130	to	13.8575		33,267,291	1.89				1.35	to	2.55			19.13		to	38.08
	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
LA9
	December 31, 2004 (d)	1,203,674	11.0616	to	12.1119		13,428,847					1.25	to	2.55			10.62		to	21.12
LA2
	December 31, 2004	2,592,930	11.8315	to	16.0827		40,628,899	0.51				1.25	to	2.55			18.32		to	59.07
	December 31, 2003	437,574	12.4540	to	13.1433		5,685,572	1.01				1.35	to	2.30			21.95		to	30.97
	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
MF7
	December 31, 2004	6,078,648	10.4393	to	12.3943		72,842,791	5.91				1.00	to	2.55			3.20		to	5.01
	December 31, 2003	5,706,413	10.1154	to	11.8211		65,794,236	4.22				1.00	to	2.55			1.15		to	17.93
	December 31, 2002	3,399,082	10.5580	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			0.01		to	0.81
BDS
	December 31, 2004	11,381,676	13.3189	to	14.5404		161,562,164	6.19				1.15	to	1.85			4.28		to	5.04
	December 31, 2003	14,515,463	12.7592	to	13.8771		196,808,905	5.07				1.15	to	1.85			2.20		to	31.19
	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
MFD
	December 31, 2004	3,522,979	8.7952	to	14.6624		32,971,898					1.00	to	2.10			8.23		to	43.43
	December 31, 2003	3,536,749	8.0892	to	13.3964		30,045,935					1.00	to	2.30			19.28		to	33.68
	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	)
CAS
	December 31, 2004	41,868,827	5.4557	to	27.1281		564,955,111	0.06				1.00	to	1.85			8.96		to	9.91
	December 31, 2003	47,654,629	5.0044	to	24.7780		612,259,795					1.00	to	1.85			(48.81	)	to	27.42
	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, 2004	1,675,705	8.9826	to	14.9448		16,686,864	0.29				1.10	to	2.25			9.98		to	16.04
	December 31, 2003	1,740,370	8.1338	to	13.4434		15,053,183	0.14				1.10	to	2.30			24.90		to	34.15
	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, 2004	26,220,995	5.8264	to	16.8061		245,462,968	0.49				1.00	to	1.85			10.70		to	11.67
	December 31, 2003	31,162,190	5.2469	to	15.1086		265,953,050	0.36				1.00	to	1.85			25.93		to	27.02
	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)

(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.

(d) For the period February 2, 2004 (commencement of operations) through December 31, 2004.

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII 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						Investment
			Fair Value						Income		Expense Ratio					Total Return
		Units	lowest to highest			Net Assets			Ratio*		lowest to highest**					lowest to highest***
MFF
	December 31, 2004	1,863,783	$ 8.9127	to	15.1566	$	18,305,802			%		1.00	to	2.25	%		(8.26	)	to	48.99	%
	December 31, 2003	1,705,653	8.0389	to	13.5806		14,517,814					1.15	to	2.25			22.48		to	35.52
	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	)
EGS
	December 31, 2004	37,868,174	4.6166	to	19.3335		375,214,309					1.00	to	1.85			11.14		to	12.11
	December 31, 2003	44,118,674	4.1517	to	17.3125		407,376,323					1.00	to	1.85			29.06		to	30.18
	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, 2004	340,870	15.5229	to	19.1577		6,301,071	0.84				1.15	to	1.85			24.53		to	25.42
	December 31, 2003	336,533	12.4202	to	15.2823		4,983,507	0.39				1.15	to	2.05			24.20		to	52.82
	December 31, 2002	204,949	9.8964	to	10.1593		2,036,932	1.18				1.15	to	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
EME
	December 31, 2004	3,707,620	14.2359	to	16.7834		57,029,517	1.02				1.00	to	1.85			24.82		to	25.91
	December 31, 2003	3,765,936	11.4049	to	13.3776		46,170,963	0.59				1.00	to	1.85			18.65		to	51.08
	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	)
GA1
	December 31, 2004 (#)
	December 31, 2003							5.19
	December 31, 2002	210,153	7.7172	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, 2004 (#)
	December 31, 2003							5.62
	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, 2004	340,389	13.0273	to	14.9250		4,820,154	12.26				1.15	to	1.85			7.76		to	49.25
	December 31, 2003	408,658	12.0336	to	13.7443		5,349,433	5.62				1.15	to	1.85			13.17		to	37.44
	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	)
GGS
	December 31, 2004	3,280,149	14.3527	to	20.2232		56,460,907	12.59				1.00	to	1.85			(8.36	)	to	8.96
	December 31, 2003	3,854,620	13.2874	to	18.6329		61,738,804	5.37				1.00	to	1.85			2.95		to	36.10
	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	)
GG2
	December 31, 2004	614,351	11.4406	to	15.6639		7,740,130	0.31				1.00	to	2.10			12.98		to	14.25
	December 31, 2003	615,859	10.1003	to	13.7376		6,778,114	0.26				1.00	to	2.30			5.11		to	37.38
	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, 2004	9,885,010	7.9081	to	23.9533		165,248,378	0.48				1.00	to	1.85			(13.15	)	to	14.29
	December 31, 2003	11,683,281	6.9659	to	21.0097		175,751,261	0.49				1.15	to	1.85			32.94		to	33.90
	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	)
GT1
	December 31, 2004 (#)
	December 31, 2003
	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	)
GTS
	December 31, 2004 (#)
	December 31, 2003
	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	)

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

(#) Fund closed in prior year

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII 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						Investment
			Fair Value						Income		Expense Ratio					Total Return
		Units	lowest to highest			Net Assets			Ratio*		lowest to highest**					lowest to highest***
GT2
	December 31, 2004	1,049,400	$13.2252	to	14.5915	$	14,165,553	2.33		%		1.15	to	2.05	%		14.47		to	36.33	%
	December 31, 2003	965,835	11.5294	to	12.6366		11,304,042	2.14				1.15	to	2.05			17.92		to	26.37
	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, 2004	8,363,603	12.5796	to	23.8232		160,297,490	2.50				1.15	to	1.85			14.94		to	15.78
	December 31, 2003	8,836,494	10.9384	to	20.6270		151,229,262	2.10				1.15	to	1.85			11.31		to	21.58
	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	)
MFK
	December 31, 2004	15,785,190	9.9252	to	11.3535		169,069,438	5.19				1.00	to	2.55			0.86		to	13.54
	December 31, 2003	12,383,782	9.8364	to	11.0490		131,892,096	3.98				1.10	to	2.55			(1.64	)	to	10.49
	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
GSS
	December 31, 2004	26,991,543	12.0756	to	19.0953		406,733,201	5.63				1.00	to	1.85			1.84		to	2.72
	December 31, 2003	35,262,145	11.8457	to	18.6615		521,823,973	4.70				1.00	to	1.85			0.26		to	1.13
	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
MFC
	December 31, 2004	7,034,638	10.6489	to	13.6280		92,066,666	6.45				1.00	to	2.55			6.49		to	30.23
	December 31, 2003	6,699,213	10.8910	to	12.6501		81,254,026	8.01				1.10	to	2.55			8.91		to	26.50
	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	)
HYS
	December 31, 2004	17,473,238	11.8536	to	22.9531		267,795,978	7.78				1.00	to	1.85			7.51		to	8.45
	December 31, 2003	21,115,563	11.0197	to	21.2473		302,952,628	8.99				1.00	to	1.85			19.20		to	20.23
	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
IG1
	December 31, 2004	1,328,474	12.9450	to	16.3494		17,567,913	0.38				1.00	to	2.05			16.14		to	17.21
	December 31, 2003	1,333,889	11.1229	to	13.9554		15,049,223	0.54				1.15	to	2.05			16.03		to	39.06
	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	)
IGS
	December 31, 2004	9,969,224	10.3519	to	13.9724		119,165,042	0.56				1.00	to	1.85			16.73		to	17.75
	December 31, 2003	10,442,087	8.8633	to	11.8829		106,629,189	0.75				1.00	to	1.85			36.10		to	37.28
	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			(34.69	)	to	(18.28	)
MI1
	December 31, 2004	464,476	14.1533	to	17.0802		6,685,849	0.67				1.15	to	1.85			25.37		to	26.27
	December 31, 2003	399,293	11.2888	to	13.5336		4,572,074	0.68				1.15	to	1.85			18.45		to	34.95
	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, 2004	5,206,659	12.2041	to	19.0416		82,150,477	0.73				1.00	to	1.85			25.65		to	27.60
	December 31, 2003	4,579,850	9.7077	to	15.0821		58,724,401	1.02				1.15	to	1.85			31.16		to	32.11
	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			(14.32	)	to	(6.98	)
MS1
	December 31, 2004	319,540	8.9250	to	13.8392		2,927,004					1.00	to	1.85			4.47		to	5.38
	December 31, 2003	328,461	8.5432	to	13.1598		2,863,166					1.00	to	1.85			(6.68	)	to	31.60
	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	(3.62	)
MSS
	December 31, 2004	10,357,284	4.8965	to	21.9386		129,404,429	0.04				1.15	to	1.85			4.71		to	5.48
	December 31, 2003	12,280,302	4.6761	to	20.8512		148,949,104					1.15	to	1.85			22.97		to	23.86
	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	)

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

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII 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						Investment
			Fair Value						Income		Expense Ratio					Total Return
		Units	lowest to highest			Net Assets			Ratio*		lowest to highest**					lowest to highest***
M1B
	December 31, 2004	7,277,585	$ 8.9065	to	13.4550	$	75,706,711			%		1.00	to	2.55	%		6.56		to	20.35	%
	December 31, 2003	6,650,621	8.2983	to	12.4536		61,950,966					1.00	to	2.55			(12.58	)	to	24.09
	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	)
MIS
	December 31, 2004	52,900,145	5.9002	to	10.4204		431,900,622	0.07				1.00	to	1.85			7.58		to	8.51
	December 31, 2003	61,247,213	5.4818	to	9.6165		464,658,182					1.00	to	1.85			21.11		to	22.15
	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	)
MFL
	December 31, 2004	7,171,814	9.8134	to	13.9709		75,087,391	0.83				1.00	to	2.25			9.22		to	38.35
	December 31, 2003	7,446,726	8.9484	to	12.6555		69,845,786	0.92				1.00	to	2.30			(7.58	)	to	26.11
	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	)
MIT
	December 31, 2004	71,195,865	8.1222	to	28.5811		993,646,065	1.03				1.00	to	1.85			9.91		to	10.86
	December 31, 2003	82,105,319	7.3861	to	25.8800		1,068,836,521	1.14				1.00	to	1.85			20.56		to	21.61
	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	)
MC1
	December 31, 2004	4,467,480	7.5470	to	16.3597		44,072,943					1.00	to	2.55			11.36		to	13.14
	December 31, 2003	4,289,811	6.7284	to	14.4891		36,228,952					1.00	to	2.55			(23.84	)	to	44.89
	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, 2004	14,935,080	5.3057	to	5.6681		83,825,087					1.15	to	1.85			12.50		to	13.32
	December 31, 2003	15,334,959	4.7114	to	5.0019		76,141,789					1.15	to	1.85			35.33		to	36.31
	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, 2004	1,649,863	12.0488	to	16.2981		23,975,740					1.15	to	2.55			18.64		to	58.65
	December 31, 2003	1,271,769	10.1039	to	13.5495		15,678,656	0.03				1.15	to	2.55			1.04		to	35.01
	December 31, 2002 (c)	86,168	7.8310	to	10.3969		703,547					1.15	to	2.05			(21.69	)	to	3.97
MM1
	December 31, 2004	8,633,307	9.5804	to	9.9889		84,038,433	0.64				1.00	to	2.55			(4.20	)	to	(0.11	)
	December 31, 2003	4,896,722	9.7496	to	9.9778		48,317,367	0.38				1.00	to	2.55			(2.50	)	to	(0.63	)
	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, 2004	19,134,186	10.0645	to	13.3052		228,260,816	0.80				1.00	to	1.85			(1.04	)	to	(0.19	)
	December 31, 2003	27,710,277	10.1449	to	13.3815		333,687,915	0.64				1.00	to	1.85			(1.23	)	to	(0.38	)
	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
M1A
	December 31, 2004	4,707,914	9.2786	to	14.5596		54,151,676					1.00	to	2.55			4.74		to	44.18
	December 31, 2003	3,069,941	8.8358	to	13.7450		28,856,139					1.00	to	2.30			(11.64	)	to	37.45
	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
NWD
	December 31, 2004	15,598,558	7.3969	to	14.5325		164,314,000					1.00	to	1.85			5.49		to	6.41
	December 31, 2003	17,567,342	6.9904	to	13.6762		176,434,664					1.00	to	1.85			32.79		to	33.94
	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			(8.76	)	to	(6.20	)
RE1
	December 31, 2004	2,212,955	9.8168	to	14.7062		24,899,828	0.76				1.10	to	2.10			13.05		to	17.40
	December 31, 2003	1,658,552	8.6571	to	12.8834		15,941,604	0.54				1.10	to	2.15			(10.21	)	to	28.38
	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	)

(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.

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII 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						Investment
			Fair Value						Income		Expense Ratio					Total Return
		Units	lowest to highest			Net Assets			Ratio*		lowest to highest**					lowest to highest***
RES
	December 31, 2004	28,414,936	$ 6.7673	to	22.1793	$	416,020,180	0.93		%		1.15	to	1.85	%		13.68		to	14.51	%
	December 31, 2003	34,114,618	5.9499	to	19.4171		449,074,479	0.86				1.15	to	1.85			(39.13	)	to	23.89
	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, 2004	905,199	10.6715	to	14.8441		9,872,571	0.47				1.10	to	2.05			7.77		to	13.03
	December 31, 2003	919,450	9.5333	to	13.1465		8,883,437	0.59				1.10	to	2.05			(4.67	)	to	30.72
	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, 2004	7,171,116	9.2426	to	13.8656		80,437,148	0.67				1.00	to	1.85			(0.74	)	to	13.32
	December 31, 2003	7,761,504	8.2069	to	12.2587		77,446,938	0.77				1.15	to	1.85			25.50		to	26.41
	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, 2004	4,045,282	11.8126	to	15.9581		59,726,643	0.38				1.15	to	2.55			17.87		to	56.10
	December 31, 2003	2,221,110	10.6762	to	13.3535		27,027,191	0.26				1.15	to	2.55			12.63		to	33.25
	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	)
RIS
	December 31, 2004	7,228,881	9.8769	to	17.3169		85,264,194	0.48				1.15	to	1.85			18.95		to	19.82
	December 31, 2003	7,413,002	8.2779	to	14.4526		73,292,770	0.61				1.15	to	1.85			31.38		to	32.34
	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, 2004	3,351,218	8.6962	to	14.7251		40,429,490					1.00	to	2.55			3.86		to	5.51
	December 31, 2003	2,600,189	8.3133	to	13.9839		29,290,904					1.00	to	2.55			(10.25	)	to	39.84
	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, 2004	7,207,008	5.5648	to	7.3502		45,009,582					1.00	to	1.85			4.84		to	5.75
	December 31, 2003	7,977,749	5.3050	to	6.9772		47,472,900					1.00	to	1.85			25.18		to	26.25
	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, 2004	1,930,592	12.0538	to	12.6752		24,035,088	5.67				1.15	to	2.25			5.40		to	23.75
	December 31, 2003	1,775,616	11.4507	to	11.8921		20,856,822	4.05				1.15	to	2.25			10.17		to	17.28
	December 31, 2002	1,211,192	10.4234	to	10.6959		12,904,706	3.83				1.00	to	2.30			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, 2004	4,922,159	12.6404	to	13.4491		64,706,617	4.80				1.15	to	1.85			6.04		to	6.81
	December 31, 2003	5,366,035	11.9144	to	12.5915		66,281,500	4.48				1.15	to	1.85			10.80		to	11.60
	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, 2004	847,507	11.1803	to	15.8984		11,455,484	0.23				1.15	to	2.25			13.64		to	57.06
	December 31, 2003	696,940	9.6926	to	13.6640		8,170,754	0.09				1.15	to	2.30			(3.07	)	to	36.64
	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, 2004	482,254	7.3009	to	15.8084		3,633,413					1.15	to	1.85			0.07		to	0.79
	December 31, 2003	547,602	7.2956	to	15.6925		4,095,386					1.15	to	2.05			(25.82	)	to	56.48
	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, 2004	6,675,608	3.2606	to	3.6344		23,074,612					1.15	to	1.85			0.54		to	1.27
	December 31, 2003	8,298,127	3.2398	to	3.5893		28,352,273					1.00	to	2.50			42.71		to	43.74
	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	)

(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.

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII 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						Investment
			Fair Value						Income		Expense Ratio					Total Return
		Units	lowest to highest			Net Assets			Ratio*		lowest to highest**					lowest to highest***
MFJ
	December 31, 2004	35,062,662	$10.9007	to	13.3545	$	433,233,722	2.17		%		1.00	to	2.55	%		8.36		to	32.09	%
	December 31, 2003	21,048,945	10.2866	to	12.1619		231,480,462	2.74				1.00	to	2.50			2.87		to	20.93
	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	)
TRS
	December 31, 2004	70,122,337	11.9625	to	30.2533		1,417,695,061	2.52				1.00	to	1.85			9.40		to	10.35
	December 31, 2003	77,917,832	10.9232	to	27.5211		1,465,467,127	3.35				1.00	to	1.85			14.98		to	15.98
	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	)
MFE
	December 31, 2004	1,823,681	11.3020	to	19.1479		24,246,657	1.74				1.00	to	2.25			21.17		to	89.62
	December 31, 2003	1,653,827	8.8571	to	14.9068		15,912,021	2.77				1.00	to	2.30			5.51		to	49.07
	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	)
UTS
	December 31, 2004	18,353,815	9.3039	to	29.1618		285,330,031	1.95				1.15	to	1.85			27.96		to	28.89
	December 31, 2003	20,380,385	7.2490	to	22.6819		249,989,394	3.17				1.15	to	1.85			33.74		to	34.71
	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	)
MV1
	December 31, 2004	9,411,407	11.3265	to	14.7447		117,692,787	1.14				1.00	to	2.55			12.24		to	46.02
	December 31, 2003	7,717,616	10.0399	to	12.9572		83,091,042	1.35				1.00	to	2.55			0.40		to	29.11
	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, 2004	22,855,509	11.4346	to	16.0188		332,260,043	1.30				1.00	to	1.85			13.38		to	35.09
	December 31, 2003	23,811,669	10.0749	to	14.0264		304,199,758	1.63				1.15	to	1.85			23.00		to	23.89
	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
OCA
	December 31, 2004	2,178,624	12.2953	to	14.6981		30,806,058	0.22				1.25	to	2.55			3.89		to	43.60
	December 31, 2003	1,528,490	11.8349	to	13.9752		20,450,955	0.02				1.35	to	2.55			18.35		to	39.26
	December 31, 2002 (b)	16,503	10.8085	to	10.8398		178,514					1.35	to	2.05			8.09		to	8.40
OGG
	December 31, 2004 (d)	514,788	12.1774	to	12.3035		6,301,890	0.10				1.25	to	2.30			21.77		to	23.04
OMG
	December 31, 2004	8,686,835	11.1107	to	13.6327		114,799,188	0.25				1.25	to	2.55			6.63		to	34.84
	December 31, 2003	509,155	11.8023	to	12.6618		6,365,427	0.19				1.35	to	2.30			18.02		to	25.99
	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, 2004	489,698	15.2353	to	16.9475		8,170,089					1.25	to	2.30			16.49		to	67.01
	December 31, 2003	236,889	13.7917	to	14.4153		3,383,961					1.35	to	2.30			37.92		to	43.64
	December 31, 2002 (b)	15,242	10.0990	to	10.1304		154,060					1.35	to	2.10			0.99		to	1.30
PMB
	December 31, 2004 (d)	96,856	15.8431	to	16.7115		1,583,863	4.20				1.25	to	2.25			58.43		to	67.11
PLD
	December 31, 2004 (d)	11,851,375	9.9261	to	10.0564		118,663,580	1.46				1.25	to	2.55			(0.74	)	to	0.56
PRR
	December 31, 2004	1,942,972	10.2697	to	12.1722		23,367,250	1.04				1.25	to	2.30			2.70		to	20.98
	December 31, 2003	997,936	11.1063	to	11.3288		11,220,537	1.66				1.35	to	2.30			6.57		to	12.97
	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, 2004	4,491,441	10.1448	to	11.1480		49,373,803	1.90				1.25	to	2.55			1.45		to	3.47
	December 31, 2003	3,385,657	9.9532	to	10.7740		36,064,300	2.54				1.35	to	2.55			(0.47	)	to	7.59
	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
SSA
	December 31, 2004 (d)	99,939	11.0730	to	11.1712		1,110,866	0.09				1.25	to	2.30			10.73		to	12.78

(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.

(d) For the period February 2, 2004 (commencement of operations) through December 31, 2004.

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, Regatta Masters Flex, Regatta Masters IV and Regatta Masters VII 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						Investment
				Fair Value						Income		Expense Ratio					Total Return
		Units		lowest to highest			Net Assets			Ratio*		lowest to highest**					lowest to highest***
IGB
	December 31, 2004 (d)	67,201	$	10.2282	to	10.3705	$	694,126	4.32		%		1.25	to	2.30	%		2.28	to	3.71	%
SRE
	December 31, 2004 (d)	1,693,151		12.3194	to	12.4577		20,994,795					1.25	to	2.55			23.19	to	24.58
SC3
	December 31, 2004	1,046,871		15.7675	to	18.5935		18,344,566	1.68				1.25	to	2.55			29.91	to	31.52
	December 31, 2003	960,307		12.1371	to	14.1883		12,836,641					1.35	to	2.55			21.37	to	41.88
	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

(b) For the period August 5, 2002 (commencement of operations) through December 31, 2002.

(d) For the period February 2, 2004 (commencement of operations) through December 31, 2004.

* Represents the dividends, excluding distributions of capital gains, received by the Sub-Account from the underlying mutual fund, net of management fees assessed by the fund manager, divided by the average net assets. The ratio excludes those expenses, such as mortality and expense charges, that result in direct reductions in the unit values. The 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.

</R>

PART C

OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

		A.			Condensed Financial Information - Accumulation Unit Values
					(Part A).
		B.			Financial Statements of the Depositor (Part B)
<R>
					1.	Consolidated Statements of Income, Years Ended December 31, 2004, 2003 and 2002;
					2.	Consolidated Balance Sheets, December 31, 2004 and 2003,
					3.	Consolidated Statements of Comprehensive Income, Years Ended December 31, 2004, 2003 and 2002;
					4.	Consolidated Statements of Stockholder's Equity, Years Ended December 31, 2004, 2003 and 2002;
					5.	Consolidated Statements of Cash Flows, Years Ended December 31, 2004, 2003 and 2002;
					6.	Notes to Consolidated Financial Statements; and
					7.	Report of Independent Registered Public Accountants.
		C.			Financial Statements of the Registrant (Part B)
				1.		Statement of Condition, December 31, 2004;
				2.		Statement of Operations, Year Ended December 31, 2004;
				3.		Statements of Changes in Net Assets, Years Ended December 31, 2004 and December 31, 2003;
				4.		Notes to Financial Statements; and
				5.		Report of Independent Registered Public Accountants.
	(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 the Registration Statement 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 referenceto Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-37907, filed on January 16, 1998);
	(3)(b)(i)		Specimen Sales Operations and General Agent Agreement (Incorporated herein by reference to 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);
	(3)(b)(ii)		Specimen Broker-Dealer Supervisory and Service Agreement (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-37907, filed on January 16, 1998);
	(3)(b)(iii)		Specimen Registered Representatives Agent Agreement (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-37907, filed on January 16, 1998);
	(4)(a)		Specimen Flexible Payment Combination Fixed/Variable Group Annuity Contract (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-82957, filed September 29, 1999);
	(4)(b)		Specimen Certificate to be issued in connection with Contract filed as Exhibit 4(a) (Incorporated herein by reference to the Registration Statement on Form N-4, File No. 333-82957, filed September 29, 1999);
	(4)(c)		Specimen Flexible Payment Combination Fixed/Variable Individual Annuity Contract (Incorporated herein by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-82957, filed September 29, 1999);
	(4)(d)		Specimen Qualified Plan Endorsement (Incorporated herein by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form N-4, File No. 333-82957, filed February 3, 2000);
	(4)(e)		Specimen Revised Specification Page to be issued in connection with certificate (Incorporated herein by reference to Post-Effective Amendment No. 6 to the Registration Statement on Form N-4, File No. 333-82957, filed April 21, 2001);
	(4)(f)		Specimen Revised Specification Page to be issued in connection with Individual Annuity Contract (Incorporated herein by reference to Post-Effective Amendment No. 6 to the Registration Statement of the Registrant on Form N-4, File No. 333-82957, filed April 21, 2001);
	(5)(a)		Specimen 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 on Form N-4, File No. 333-82957, filed September 29, 1999);
	(5)(b)		Specimen 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 on Form N-4, File No. 333-82957, filed September 29, 1999);
	(5)(c)		Specimen Revised Application to be used with Certificate, filed as Exhibit 4(b) and Contract filed as Exhibit 4(c) (Incorporated herein by reference to Post-Effective Amendment No. 6 to the Registration Statement on Form N-4, File No. 333-82957, filed April 21, 2001)
	(6)(a)		Certificate of Incorporation of the Depositor (Incorporated herein by reference to Depositor's Form 10-K, File No. 333-82824, filed on March 29, 2004);
	(6)(b)		By-Laws of the Depositor, as amended March 19, 2004 (Incorporated herein by reference to Depositor's Form 10-K, File No. 333-82824, filed on March 29, 2004);
	(7)		Not Applicable;
	(8)(a)		Participation Agreement by and between The Alger American Fund, the Depositor, and Fred Alger and Company, Incorporated (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 33-41628, filed April 26, 1999);
	(8)(b)		Participation Agreement dated February 17, 1998 by and between Goldman Sachs Variable, Insurance Trust, Goldman Sachs & Co. and the Depositor (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 33-41628, filed April 26, 1999);
	(8)(c)		Participation Agreement between Depositor and J.P. Morgan Services Trust II (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 33-41628, filed April 26, 1999);
	(8)(d)		Participation Agreement dated February 17, 1998 by and among MFS/Sun Life Services Trust, the Depositor and Massachusetts Financial Services Company (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 33-41628, filed April 26, 1999);
	(8)(e)		Participation Agreement dated February 17, 1998 by and among OCC Accumulation Trust, the Depositor and OCC Distributors (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 33-41628, filed April 26, 1999);
	(8)(f)		Participation Agreement dated February, 1998 by and among the Depositor, Warburg Pincus Trust, Warburg Pincus Asset Management, Inc. and Counsellors Securities, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-4, File No. 33-41628, filed April 26, 1999);
	(8)(g)		Participation Agreement dated February 17, 1998 by and among the Depositor, AIM Variable Insurance Funds, Inc., AIM Distributors, Inc., and Clarendon Insurance Agency, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 1 to the Registration Statement in Form N-4, File No. 333-82957, filed February 3, 2000);
	(8)(h)		Amended and Restated Participation Agreement dated December 18, 2004, by and among Sun Capital Advisers Trust, Sun Capital Advisers, Inc., Sun Life Assurance Company of Canada (U.S.) and Sun Life Insurance and Annuity Company of New York (Incorporated herein by reference to Post-Effective Amendment No. 8 to the Registration on Form N-4, File No. 333-83516, filed on April 28, 2005);
	(8)(i)		Participation Agreement dated April 30, 2001 by and among Rydex Variable Trust, Rydex Distributors, Inc., and Sun Life Assurance Company of Canada (U.S.) (Incorporated herein by reference to Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, File No. 333-82957, filed April 23, 2004)
	(8)(j)		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).
	(8)(k)		Participation Agreement dated May 1, 2001 by and among Sun Life Assurance Company of Canada (U.S.), the Depositor, Alliance Capital Management L.P., and Alliance Fund Distributors, Inc. (Incorporated herein by reference to Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, File No. 333-82957, filed April 23, 2004)
	(9)		Opinion of Counsel as to the legality of the securities being registered and Consent to its use (Incorporated by reference to the Registration Statement on Form N-4, File No. 333-82957, filed July 15, 1999);
	(10)(a)		Consent of Independent Registered Public Accounting Firm*;
	(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, 2004, filed on March 21, 2005)
	(12)		Not Applicable;
	(13)		Schedule for Computation of Performance Quotations (Incorporated herein by reference to Post-Effective Amendment No. 10 to the Registration Statement on Form N-4, File No. 33-41628, filed on April 29, 1998);
	(14)		Not Applicable;
	(15)(a)		Powers of Attorney (Incorporated herein by reference to the Registration Statement of Keyport Variable Account A on Form N-4, File No. 333-112506, filed on February 5, 2004)
	(15)(b)		Power of Attorney for Mr. Davis and Ms. Fay (Incorporated herein by reference to Post-Effective Amendment No.7 to the Registration Statement on Form N-4, File No. 333-83516, filed on December 29, 2004);
	(15)(c)		Resolution of the Board of Directors of the depositor dated July 24, 2003, authorizing the use of powers of attorney for Officer signatures (Incorporated herein by reference to the Registration Statement of Keyport Variable Account A on Form N-4, File No. 333-112506, filed on February 5, 2004)
	(16)		Organizational Chart (Incorporated herein by reference to Post-Effective Amendment No. 1 to the Registration Statement of Keyport Variable Account A, File No. 333-114126, filed on February 25, 2005)

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* Filed herewith

Item 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

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Name and Principal Business Address*	Positions and Offices With Depositor
C. James Prieur Sun Life Assurance Company of Canada 150 King Street West, SC 106A35 Toronto, Ontario Canada M5H 1J9	Chairman and Director
Thomas A. Bogart Sun Life Assurance Company of Canada 150 King Street, West SC 114D10 Toronto, ON M5H 1J9	Director
Gary Corsi Sun Life Assurance Company of Canada (U.S.) One Sun Life Executive Park, SC 3380 Wellesley Hills, MA 02481	Director & Vice President and Chief Financial Officer and Treasurer
Scott M. Davis Sun Life Assurance Company of Canada (U.S.) One Sun Life Executive Park, SC 3358 Wellesley Hills, MA 02481	Director & Vice President and General Counsel
Paul W. Derksen Sun Life Assurance Company of Canada 150 King Street West Toronto, Ontario Canada M5H 1J9	Director
Mary M. Fay Sun Life Assurance Company of Canada (U.S.) One Sun Life Executive Park, SC 4250 Wellesley Hills, MA 02481	Director & Vice President, Annuities
Robert C. Salipante Sun Life Assurance Company of Canada (U.S.) One Sun Life Executive Park, SC 3376 Wellesley Hills, MA 02481	President and Director
Donald A. Stewart Sun Life Assurance Company of Canada 150 King Street West, SC 106A35 Toronto, Ontario Canada M5H 1J9	Director
Claude A. Accum Sun Life Assurance Company of Canada (U.S.) One Sun Life Executive Park, SC 3378 Wellesley Hills, MA 02481	Vice President, Individual Insurance
James M.A. Anderson Sun Life Assurance Company of Canada (U.S.) One Sun Life Executive Park, SC 3352 Wellesley Hills, MA 02481	Vice President, Investments
Keith Gubbay Sun Life Assurance Company of Canada (U.S.) One Sun Life Executive Park, SC 3370 Wellesley Hills, MA 02481	Vice President and Chief Actuary
Ellen B. King Sun Life Assurance Company of Canada (U.S.) One Sun Life Executive Park, SC 1335 Wellesley Hills, MA 02481	Assistant Vice President and Senior Counsel and Secretary
Janet V. Whitehouse Sun Life Assurance Company of Canada (U.S.) One Sun Life Executive Park, SC 3366 Wellesley Hills, MA 02481	Vice President, Human Resources and Public Relations
John R. Wright Sun Life Assurance Company of Canada (U.S.) One Sun Life Executive Park , SC 2163 Wellesley Hills, MA 02481	Executive Vice President, Sun Life Financial U.S. Operations

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Item 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT

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No person is directly or indirectly controlled by the Registrant. The Registrant is a separate account of Sun Life Assurance Company of Canada (U.S.), which is ultimately controlled by Sun Life Financial Inc.

The organization chart of Sun Life Assurance Company of Canada is filed as Exhibit 13 to Post-Effective Amendment No. 1 to the Registration Statement of Keyport Variable Account A (File No. 333-114126), filed February 25, 2005

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None of the companies listed in Exhibit 13 is a subsidiary of the Registrant; therefore, the only financial statements being filed are those of Sun Life Assurance Company of Canada (U.S.).

Item 27. NUMBER OF CONTRACT OWNERS

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As of March 18, 2005, there were 3,737 qualified and 5,255 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

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(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, Keyport Variable Account A, KMA Variable Account, Keyport Variable Account I, KBL Variable Account A, KBL Variable Annuity Account, Sun Life (N.Y.) Variable Accounts A, B, C, and D and Money Market Variable Account, High Yield Variable Account, Capital Appreciation Variable Account, Government Securities Variable Account, World Governments Variable Account, Total Return Variable Account, and Managed Sectors Variable Account.

Name and Principal	Position and Offices
Business Address*	with Underwriter
Imants Sakson	President
James M.A. Anderson	Director
Gary Corsi	Director
Mary M. Fay	Director
Ellen B. King	Secretary
George E. Maden	Vice President & Chief Compliance Officer
Michael L. Gentile	Vice President
John E. Coleman	Vice President
Nancy C. Atherton	Assistant Vice President & Tax Officer
Jane F. Jette	Financial/Operations Principal and Treasurer
Amy E. Mercer	Assistant Secretary

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(b) Inapplicable.

Item 30. LOCATION OF ACCOUNTS AND RECORDS

Accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are maintained, in whole or in part, by Sun Life Assurance Company of Canada (U.S.) at its offices at One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481, or at the offices of Clarendon Insurance Agency, Inc., at One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481.

Item 31. MANAGEMENT SERVICES

Not Applicable. Item 32. UNDERTAKINGS

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The Registrant hereby undertakes:

(a)	To file a post-effective amendment to this Registration Statement as frequently as is necessary to ensure that the audited financial statements in the Registration Statement are never more than 16 months old for so long as payments under the variable annuity Contracts may be accepted;
(b)	To include either (1) as part of any application to purchase a Contract offered by the prospectus, a space that an Applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the Applicant can remove to send for a Statement of Additional Information;
(c)	To deliver any Statement of Additional Information and any financial statements required to be made available under SEC Form N-4 promptly upon written or oral request.
(d)	Representation with respect to Section 26(f)(2)(A) of the Investment Company Act of 1940: Sun Life Assurance Company of Canada (U.S.) represents that the fees and charges deducted under the Contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the insurance company.
	The Registrant is relying on the no-action letter issued by the Division of Investment Management of the Securities and Exchange Commission to American Council of Life Insurance, Ref. No. IP-6-88, dated November 28, 1988, the requirements for which have been complied with by the Registrant.

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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 28th day of April, 2005.

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

*By: /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 28, 2005
Robert C. Salipante	(Principal Executive Officer)
/s/GARY CORSI*	Vice President, Chief Financial Officer, and Director	April 28, 2005
Gary Corsi
	(Principal Financial and Accounting Officer)
*BY: /s/EDWARD M. SHEA	Attorney-in-Fact for:	April 28, 2005
Edward M. Shea	C. James Prieur, Chairman and Director
	Donald A. Stewart , Director
	Paul W. Derksen, Director
	Mary M. Fay, Director
	Scott M. Davis, Director

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*Edward M. Shea has signed this document on the indicated date on behalf of the above Directors and Officers for the Depositor pursuant to powers or attorney duly executed by such persons and a resolution of the Board of Directors authorizing use of powers of attorney for Officer signatures. Incorporated by reference to the Registration Statement on Form N-4 (File No. 333-112506) filed on or about February 5, 2004.

EXHIBIT INDEX

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10(a) Consent of Independent Registered Public Accounting Firm

10 (b) Representation of Counsel

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